**Exhibit 10.58****NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLEUPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE"SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OROTHERWISE  TRANSFERRED  OR  ENCUMBERED  IN  THE  ABSENCE  OF COMPLIANCE WITHSUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALLHAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THEPROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.  

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE

WITH COGNOVIT PROVISION

	Irving, Texas

$70,000.00	February 8, 2001
**	THIS CONVERTIBLE PROMISSORY NOTE (the"Note") is one of a duly authorized issue of ConvertiblePromissory Notes of PopMail.com., inc., a corporation duly organized andexisting under the laws of the State of Minnesota (the"Company"), designated as its 12% Convertible Promissory NotesDue January 5, 2002, in an aggregate principal amount not exceeding U.S.$4,000,000 (the "Notes").
**	FOR VALUE RECEIVED, the Company promises to pay toGSI Ventures, LLC, an Ohio limited liability company("Holder"), in lawful money of the United States of America,the principal sum of  Seventy Thousand Dollars ($70,000.00), together withinterest in arrears on the unpaid principal balance at a rate equal to TwelvePercent (12%) per annum, in the manner provided below.  Interest shall becalculated on the basis of a 360-day year of twelve 30-day months and accrued ona daily basis for the actual number of days elapsed from the date hereof on theprincipal balance from time to time outstanding as hereinafter provided.

1.	Payments.

 	1.1	Principal and Interest. Accrued interestunder this Note shall be due and payable in quarterly installments on February1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entireoutstanding principal balance of the Note, together with all accrued but unpaidinterest thereon, shall be due and payable in full on January 5, 2002 (the"Maturity Date"). Notwithstanding anything to the contrarycontained herein, upon Holder's consent, which shall be made in its sole andabsolute discretion, Company may pay any portion of the quarterly installmentsof accrued interest payable hereunder with shares of Company's common stock, parvalue $.01 per share (the "Common Stock").  The value of theCommon Stock used to pay any such quarterly installments of accrued interestshall be determined by the closing sale price of the Common Stock as reported byNasdaq on the preceding trading day before the quarterly installment ispaid.

1.2	Manner of Payment.  Except as otherwiseprovided herein, all payments of principal and interest on this Note shall bemade in immediately available funds.  If any payment of principal or interest onthis Note is due on a day which is not a Business Day, such payment shall be dueon the next succeeding Business Day, and such extension of time shall not betaken into account in calculating the amount of interest payable under thisNote.  "Business Day" means any day other than a Saturday,Sunday or legal holiday in the State of Ohio.

1.3	Prepayment.  The Company may, without premiumor penalty, at any time and from time to time, prepay all or any portion of theoutstanding principal balance due under this Note, provided that each suchprepayment is accompanied by the accrued interest on the amount of principalprepaid calculated to the date of such prepayment.  The Company shall provideHolder with not less than fifteen (15) days written notice prior to suchprepayment.  In the event a transaction described in Section 4.3 hereof iscontemplated prior to or contemporaneous with prepayment, said written noticeshall include the information specified in the notice made pursuant to Section4.3 hereof.  

1.4	Default Interest.  Upon the occurrence of anEvent of Default (as defined below), this Note shall accrue interest at adefault rate of interest equal to the lesser of 18% per annum or the maximumrate permitted under Ohio Law.

2.	Default.

	2.1	Event of Default.  The occurrence of anyone or more of the following events with respect to Company shall, upon 30 days'written notice to the Company, constitute an event of default hereunder("Event of Default") provided that, the events set forth inSections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Defaultimmediately upon their occurrence and Lender shall not be required to providethe 30 days written notice for any such event:

(a)	If Company shall fail to pay when due any payment ofprincipal or interest or other amount due on this Note.

(b)	If, pursuant to or within the meaning of the UnitedStates Bankruptcy Code or any other federal or state law relating to insolvencyor relief of debtors (a "Bankruptcy Law"), the Company shall(i) commence a voluntary case or proceeding; (ii) consent to the entry of anorder for relief against it in an involuntary case; (iii) consent to theappointment of a trustee, receiver, assignee, liquidator or similar official;(iv) make an assignment for the benefit of its creditors; or (v) admit inwriting its inability to pay its debts as they become due.
If a court of competent jurisdiction enters an order ordecree under any Bankruptcy Law that (i) is for relief against the Company in aninvoluntary case, (ii) appoints a trustee, receiver, assignee, liquidator orsimilar official for the Company or substantially all of the Company=sproperties, or (iii) orders the liquidation of the Company, and in each case theorder or decree is not dismissed within  30 days.

	(d)  	If an event of default occurs as defined in thatcertain Loan Agreement executed on or about December 1, 2000 by and between theCompany, Holder, the Company's subsidiaries and SDK Investments, Inc., and asamended on December 8, 2000 (the "Loan Agreement") or an eventof default occurs as defined in any of the Loan Documents, regardless of whetheror not such event of default is caused by Company or any of its subsidiaries oraffiliates who are a party to the Loan Agreement or the Loan Documents.

	(e) 	A breach of any obligation or covenant of Companyset forth in this Note.
Any representation or warranty made in writing toHolder by Company made in this Note or in connection with the making of the Loanshall prove at any time to have been incorrect or materially misleading whenmade.

Notice by the Company
. The Company shall notifyHolder in writing within five days after the occurrence of any Event of Defaultof which the Company acquires knowledge.

Remedies
.
Upon the occurrence of any Eventof Default hereunder as above provided, and at any time thereafter, allprincipal, interest and other amounts payable under this Note shall, at theoption of Holder, become immediately due and payable without presentment,demand, protest or other notice of any kind, all of which are expressly waivedby Company.  Holder may proceed with every remedy available at law or in equityor provided for in the Loan Documents or in any other document executed inconnection with the Loan, in such order or sequence as Holder may determine inits sole discretion, including concurrently, independently, or successively, andall expenses incurred by Holder in connection with any remedy shall be deemedindebtedness of Company to Holder including, but not limited to, reasonableattorneys' fees incurred by Holder.

3.	Conversion.

Holder Conversion
.  

The Holder shall have the right, at the Holder's option,at any time prior to payment in full of the principal balance of this Note, toconvert this Note, in accordance with the provisions of Section 3.2 hereof, inwhole or in part, into fully paid and nonassessable shares of Common Stock (the"
Common Stock
") of the Company.  The number of shares of CommonStock into which this Note may be converted ("
ConversionShares
") shall be determined by dividing: [A] the sum of (i) theoutstanding principal amount of the Note to be converted, (ii) all accruedinterest thereon to the date of conversion, and (iii) all other indebtednessCompany owes Holder under this Note, by [B] the amount equal to 140% of the"Market Price" of the Common Stock (the "
ConversionPrice
"). 

 		(b) 	Notwithstanding Section 3.1(a), in the eventthat Company has paid any amount it owes to Holder pursuant to this Note("Partial Payment"), then from the date of the Partial Paymentfor a period of 90 days, Holder shall have the right to purchase at a strikeprice equal to the Conversion Price (the "Purchase Price") acertain number of shares of the Common Stock (the "PurchaseRight").  The number of shares of Common Stock that Holder may purchaseshall be determined by dividing the Partial Payment by the Conversion Price.For purposes of this Note, any shares of Common Stock that Holder purchasespursuant to its Purchase Right shall be considered Conversion Shares.  ThePurchase Right may be exercised by Holder, in whole or in part, by writtennotice to the Company, together with payment by Holder to the Company of thePurchase Price in immediately available funds.

3.2	Conversion Procedure.

(a)**	**Notice of Conversion and Purchase RightPursuant to Section 3.1.  Before the Holder shall be entitled to convertthis Note into shares of Common Stock, it shall surrender this Note at theoffice of the Company and shall give written notice  in the form attached heretoas Exhibit A (the "Holder Conversion Notice") to theCompany at its principal corporate office, of the election to convert all or aportion of this Note pursuant to Section 3.1(a).  If this Note is converted inpart only, the Company shall execute and deliver a new note to the Holderthereof in the principal amount equal to the portion of this Note not soconverted.  Before the Holder may exercise its Purchase Right, it shall givewritten notice to the Company at its principal corporate office, of its exerciseof its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the90-day period the Purchase Right is available.

Mechanics and Effect of Conversion
.  Nofractional shares of Common Stock shall be issued upon conversion of this Noteor exercise of the Purchase Right.  Upon the conversion of this Note pursuant toSection 3.1(a) above, the Holder shall surrender this Note, duly endorsed, atthe principal office of the Company.  At its expense, the Company shall, as soonas practicable after receiving the Holder Conversion Notice or notice ofHolder's exercise of its Purchase Right, issue and deliver to such Holder atsuch principal office a certificate or certificates for the number of shares ofCommon Stock to which the Holder shall be entitled upon such conversion orpurchase (bearing such legends as are required by the Loan Agreement orapplicable state and federal securities laws in the opinion of counsel to theCompany), together with a new note for the principal amount of the Note that wasnot converted, if any.  Upon conversion of all or a portion of this Note, theCompany shall be forever released from all its obligations and liabilities underthis Note, to the extent of the principal amount so converted.

3.3	Limitations on Conversion.  Unless the Companyshall have obtained the approval of its voting shareholders to such issuance inaccordance with the rules of Nasdaq or any other stock market rules with whichthe Company shall be required to comply, but only to the extent requiredthereby, the Company shall not issue shares of its Common Stock (i) uponconversion of any of the principal sum outstanding hereunder, or (ii) asinterest on the principal sum due hereunder, if such issuance of Common Stock,when added to the number of shares of Common Stock previously issued by theCompany (x) upon conversion of the principal sum due under the Notes and (y) inpayment of interest due under the Notes, would equal or exceed 20 percent of thenumber of shares of the Company's Common Stock that were issued and outstandingon the date hereof (the "Maximum Issuance Amount").  In theevent that a properly executed Holder Conversion Notice is received by theCompany which would require the Company to issue shares of Common Stock equal toor in excess of the Maximum Issuance Amount, the Company shall honor suchconversion request by (a) converting the amount of the principal and intereststated in such conversion notice that is not in excess of the Maximum IssuanceAmount and (b) paying the remaining principal and interest due requested byHolder to be converted; provided that, Company shall first use its best effortsto obtain as soon as practicable after obtaining a Holder Conversion Notice theapproval of its voting shareholders to issue Conversion Shares in excess of theMaximum Issuance Amount.

Limitations on Issuance of Common Stock
.Notwithstanding anything herein to the contrary, in no event shall the Holder bepermitted to receive Conversion Shares upon exercising its conversion rights orCommon Stock as payment for accrued interest on this Note (collectively referredto as "Conversion Rights") to the extent that (x) the number of sharesof Common Stock beneficially owned by the Holder (other than shares of CommonStock issuable upon exercise of Holder's Conversion Rights) plus (y) the numberof shares of Common Stock issuable upon exercise of the Holder's ConversionRights, would be equal to or exceed 4.9% of the number of shares of Common Stockthen issued and outstanding, including shares issuable upon exercise of theHolder's Conversion Rights after application of this Section 3.4.  As usedherein, beneficial ownership shall be determined in accordance with Section13(d) of the Securities Exchange Act of 1934 (the "Exchange Act").  Tothe extent that the limitation contained in this Section 3.4 applies, thedetermination of whether Holder may exercise its Conversion Rights (in relationto other securities owned by the Holder) and of which a portion of theConversion Rights are exercisable shall be in the sole discretion of the Holder,and the submission of a Holder Conversion Notice (or written notice in the caseof payment of accrued interest in shares of Common Stock) shall be deemed to bethe Holder's determination of whether the Conversion Rights are exercisable (inrelation to other securities owned by the Holder) and of which portion of theConversion Rights are exercisable, in each case subject to such aggregatepercentage limitation, and the Company shall have no obligation to verify orconfirm the accuracy of such determination.  Nothing contained herein shall bedeemed to restrict the right of the Holder to exercise its Conversion Rights atsuch time as such exercise will not violate the provisions of this Section 3.4.The provisions of this Section 3.4 may be waived by the Holder upon, at theelection of the Holder, 61 days' prior notice to the Company, and the provisionsof this Section 3.4 shall continue to apply until such 61
st
 day (orsuch later date as may be specified in such notice of waiver).  No exercise ofthe Conversion Rights in violation of this Section 3.4 but otherwise inaccordance with this Note shall affect the status of the Common Stock issuedupon such exercise as validly issued, fully-paid andnonassessable.

4.	Anti-Dilution Adjustments.

4.1	Adjustments for Stock Splits and Subdivisions.In the event the Company should at any time or from time to time after the dateof issuance hereof fix a record date for the effectuation of a split orsubdivision of the outstanding shares of Common Stock or the determination ofholders of Common Stock entitled to receive a dividend or other distributionpayable in additional shares of Common Stock or other securities or rightsconvertible into, or entitling the holder thereof to receive directly orindirectly, additional shares of Common Stock (hereinafter referred to as"Common Stock Equivalents") without payment of any consideration bysuch holder for the additional shares of Common Stock or the Common StockEquivalents (including the additional shares of Common Stock issuable uponconversion or exercise thereof), then, as of such record date (or the date ofsuch dividend distribution, split or subdivision if no record date is fixed),the Conversion Price of this Note shall be appropriately decreased so that thenumber of shares of Common Stock issuable upon conversion of this Note shall beincreased in proportion to such increase of outstanding shares.

4.2	Adjustments for Reverse Stock Splits.****If the number of shares of Common Stock outstanding at any time after the datehereof is decreased by a combination of the outstanding shares of Common Stockthrough a reverse stock split, then, following the record date of suchcombination, the Conversion Price for this Note shall be appropriately increasedso that the number of shares of Common Stock issuable on conversion of this Noteshall be decreased in proportion to such decrease in outstanding shares.

4.3	Adjust for Reorganization, Reclassification, Mergerand Sale.  If any capital reorganization or reclassification of the capitalstock of the Company, or consolidation or merger of the Company with anothercorporation, or the sale of all or substantially all of its assets to anothercorporation shall be effected in such a way that holders of the Company's CommonStock shall be entitled to receive stock, securities or assets with respect toor in exchange for such common shares, then, as a condition of suchreorganization, reclassification, consolidation, merger or sale, the Holdershall have the right to convert and receive upon the basis and upon the termsand conditions specified in this Note and in lieu of the shares of the CommonStock of the Company immediately theretofore convertible and receivable upon theexercise of the rights represented hereby, such shares of stock, othersecurities or assets as would have been issued or delivered to the Holder as ifit had exercised this Note and had received such shares of common stock prior tosuch reorganization, reclassification, consolidation, merger or sale.  TheCompany shall not effect any such consolidation, merger or sale, unless prior tothe consummation thereof the successor corporation (if other than the Company)resulting from such consolidation or merger or the corporation purchasing suchassets shall assume by written instrument executed and mailed to the registeredHolder of this Note at the last address of such Holder appearing on the books ofthe Company, the obligation to deliver to such Holder such shares of stock,securities or assets as, in accordance with the foregoing provisions, suchHolder may be entitled to convert.

4.4	Other Adjustment.**** If the Company takesany other action, or if any other event occurs which does not come within thescope of the provisions of Sections 4.1 through 4.3, but which should result inan adjustment in the Conversion Price and/or the number of shares subject tothis Note in order to fairly protect the purchase rights of the Holder, anappropriate adjustment in such purchase rights shall be made by the Company.

4.5	Reservation of Stock Issuable Upon Conversion.The Company shall at all times reserve and keep available out of its authorizedbut unissued shares of Common Stock solely for the purpose of effecting theissuance of the Conversion Shares such number of its shares of Common Stock asshall from time to time be sufficient to issue the Conversion Shares; and if atany time the number of authorized but unissued shares of Common Stock shall notbe sufficient to effect the issuance of the Conversion Shares,  in addition tosuch other remedies as shall be available to the holder of this Note, theCompany will use its best efforts to take such corporate action as may, in theopinion of Holder's counsel, be necessary to increase its authorized butunissued shares to such number of shares as shall be sufficient for suchpurposes.

5.	Miscellaneous.

5.1	Waiver.  The rights and remedies of Holderunder this Note shall be cumulative and not alternative.  No waiver by Holder ofany right or remedy under this Note shall be effective unless in a writingsigned by Holder.  Neither the failure nor any delay in exercising any right,power or privilege under this Note will operate as a waiver of such right, poweror privilege and no single or partial exercise of any such right, power orprivilege by Holder will preclude any other or further exercise of such right,power or privilege or the exercise of any other right, power or privilege.  Tothe maximum extent permitted by nonwaivable applicable law, (a) no claim orright of Holder arising out of this Note can be discharged by Holder, in wholeor in part by a waiver or renunciation of the claim or right unless in awriting, signed by Holder; (b) no waiver that may be given by Holder will beapplicable except in the specific instance for which it is given; and (c) nonotice to or demand on the Company will be deemed to be a waiver of anyobligation of the Company or of the right of Holder to take further actionwithout notice or demand as provided in this Note.  The Company hereby waivespresentment, demand, protest and notice of dishonor and protest.

5.2	Notices.  The Company shall give any noticerequired or permitted to be given hereunder to the Holder or the Holder to theCompany in accordance with the Loan Agreement. 

5.3	Severability.  If any court of competentjurisdiction holds any provision in this Note invalid or unenforceable, theother provisions of this Note will remain in full force and effect. Anyprovision of this Note held invalid or unenforceable only in part or degree willremain in full force and effect to the extent not held invalid orunenforceable.

5.4	Governing Law.  This Note will be governed bythe laws of the State of Ohio without regard to conflicts of lawsprinciples.

5.5	Parties in Interest; Assignment.  This Noteshall bind the Company and its successors and assigns.  Subject to theprovisions of the legend on this Note, the Holder may assign this Note uponproviding Company notice of such assignment.

Section Headings, Construction
.  The headings ofSections in this Note are provided for convenience only and will not affect itsconstruction or interpretation.  All references to "Section" or"Sections" refer to the corresponding Section or Sections of this Noteunless otherwise specified.

5.7  	Capitalized Terms.  All capitalized termsused in this Note and not defined herein shall have the same meaning as in theLoan Agreement.  

	5.8	Gender.  All words used in this Note willbe construed to be of such gender or number, as the circumstances require.Unless otherwise expressly provided, the words "hereof" and"hereunder" and similar references refer to this Note in its entiretyand not to any specific section or subsection hereof.

	5.9 	 JURY WAIVER.  THE UNDERSIGNED AND HOLDER(BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY ANDUNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANYDISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THEUNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT,ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THEUNDERSIGNED.  THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THEFINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10	Jurisdiction.  Company, by its executionhereof (i) hereby irrevocably submits to the exclusive jurisdiction of the Stateof Ohio and to the exclusive jurisdiction of the United States District Courtfor the Southern District of Ohio for the purpose of any suit, action or otherproceeding arising out of or based upon this Note, the Loan Agreement or anyLoan Document or the subject matter hereof or thereof brought by Holder or itssuccessors or assigns, and (ii) agrees not to assert, by way of motion, as adefense or otherwise, in any such proceeding, any claim that Company is notsubject personally to the jurisdiction of the above-named courts, that Company'sproperty is exempt or immune from attachment or execution, that any suchproceeding brought in one of the above-named courts is brought in aninconvenient forum, that the venue of any such proceeding brought in one of theabove-named courts in improper, or that this Note, the Loan Agreement or anyLoan Document, or the subject matter hereof or thereof, may not be enforced inor by such court.
**CONFESSION OF JUDGMENT.  UPON AN EVENT OF DEFAULT,COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEARIN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAIDAMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTSOF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL.   IF A COPYOF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING,IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY.  COMPANYWAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWSNOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT ANDPOWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOTANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID;BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIMEAS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID INFULL.
**WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOURRIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAYBE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CANBE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THECREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLYWITH THE AGREEMENT, OR ANY OTHER CAUSE.
**IN WITNESS WHEREOF, the Company has executed anddelivered this Note as of the date first stated above.
**POPMAIL.COM, INC.**
 

By:______________________________

Title:   Chief Executive Officer  
Acknowledged and agreed to this 

____ day of February, 2001.

GSI Ventures, LLC

By:					
     Its:					
Execution Version

	**EXHIBIT A**
 
**NOTICE OF CONVERSION

AT THE ELECTION OF THE HOLDER**
(To Be Signed Only Upon Conversion of Note)

 

TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, herebysurrenders such Note for conversion into shares of Common Stock of POPMAIL.COM,INC., to the extent of $_____ of the unpaid principal amount of such Note, andrequests that the certificates for such shares be issued  in  the  name  of,and  delivered  to,  ______________  whose  address  is________________________________.  

 

Dated: __________________________________

 

 

_________________________________

 (Signature must conform in all respects to 

name of holder as specified on the face of 

the Note)

 

 

_________________________________

(Address)************