**Exhibit 10.62****
AMENDMENT NO. 2 TO THE LOAN AGREEMENT AND NOTES
** 

	This Amendment No. 2 to the Loan Agreement and Notes is entered intoon February 8, 2001 by and among GSI Ventures, LLC, an Ohio limited liabilitycompany ("Lender") PopMail.com, inc., a Minnesota corporation (the"Borrower"), SDK Investments, Inc., an Ohio corporation ("SDKI"),PopMail Network, Inc., a Texas corporation ("PNI"), Fan Asylum, Inc., aCalifornia corporation ("FAI"), Café Odyssey, LLC, a Minnesotalimited liability company ("COL") to amend (i) that certain LoanAgreement dated December 1, 2000, as amended on December 8, 2000, by and betweenthe parties hereto, and (ii) the Notes (as defined below). 

	In consideration of the mutual covenants and agreements contained hereinand other good and valuable consideration, the receipt, sufficiency and adequacyof which are hereby acknowledged, the parties hereby covenant and agree asfollows:
Amendment to Agreement. 
The parties do hereby agree to amend theAgreement as follows:
New Section 2.4.
  A new Section 2.4 is hereby added to the Agreementimmediately following Section 2.3 and reads as follows:
Particular Provisions in the Warrants
.  The Lender Warrant issuedpursuant to this Agreement shall include a provision that, at the solediscretion of the Lender, allows for the issuance of shares of Common Stock tothe members of the Lender upon exercise of the Lender Warrant. All Warrantsissued pursuant to this Agreement shall have a provision substantially similarto the following:

Notwithstanding anything herein to the contrary, in no event shall theholder be permitted to exercise this Warrant for shares of Common Stock to theextent that (x) the number of shares of Common Stock beneficially owned by suchHolder (other than shares of Common Stock issuable upon exercise of thisWarrant) plus (y) the number of shares of Common Stock issuable upon exercise ofthis Warrant, would be equal to or exceed 4.9% of the number of shares of CommonStock then issued and outstanding, including shares issuable upon exercise ofthis Warrant held by such holder after application of this Section ___.  As usedherein, beneficial ownership shall be determined in accordance with Section13(d) of the Exchange Act.  To the extent that the limitation contained in thisSection ___ applies, the determination of whether this Warrant is exercisable(in relation to other securities owned by the holder) and of which a portion ofthis Warrant is exercisable shall be in the sole discretion of such holder, andthe submission of a Notice of Exercise shall be deemed to be such holder'sdetermination of whether this Warrant is exercisable (in relation to othersecurities owned by such holder) and of which portion of this Warrant isexercisable, in each case subject to such aggregate percentage limitation, andthe Company shall have no obligation to verify or confirm the accuracy of suchdetermination.  Nothing contained herein shall be deemed to restrict the rightof a holder to exercise this Warrant into shares of Common Stock at such time assuch exercise will not violate the provisions of this Section ___.  Theprovisions of this Section ___ may be waived by the Holder of this Warrant upon,at the election of the Holder, with 61 days' prior notice to the Company, andthe provisions of this Section ___ shall continue to apply until such61st day (or such later date as may be specified in such notice ofwaiver).  No exercise of this Warrant in violation of this Section ___ butotherwise in accordance with this Warrant shall affect the status of the CommonStock issued upon such exercise as validly issued, fully-paid andnonassessable.New Section 1.7.
  A new Section 1.7 is added to the Agreementimmediately following Section 1.6,  and  reads as follows:

Limitations on Issuance of Common Stock.  The Notes issued pursuant tothis Agreement shall include a provision substantially similar to thefollowing:

Notwithstanding anything herein to the contrary, in no event shall theHolder be permitted to receive Conversion Shares upon exercising its conversionrights or Common Stock as payment for accrued interest on this Note(collectively referred to as "Conversion Rights") to the extent that(x) the number of shares of Common Stock beneficially owned by the Holder (otherthan shares of Common Stock issuable upon exercise of Holder's ConversionRights) plus (y) the number of shares of Common Stock issuable upon exercise ofthe Holder's Conversion Rights, would be equal to or exceed 4.9% of the numberof shares of Common Stock then issued and outstanding, including shares issuableupon exercise of the Holder's Conversion Rights after application of thisSection ___.  As used herein, beneficial ownership shall be determined inaccordance with Section 13(d) of the Securities Exchange Act of 1934 (the"Exchange Act").  To the extent that the limitation contained in thisSection ___ applies, the determination of whether Holder may exercise itsConversion Rights (in relation to other securities owned by the Holder) and ofwhich a portion of the Conversion Rights are exercisable shall be in the solediscretion of the Holder, and the submission of a Holder Conversion Notice (orwritten notice in the case of payment of accrued interest in shares of CommonStock) shall be deemed to be the Holder's determination of whether theConversion Rights are exercisable (in relation to other securities owned by theHolder) and of which portion of the Conversion Rights are exercisable, in eachcase subject to such aggregate percentage limitation, and the Company shall haveno obligation to verify or confirm the accuracy of such determination.  Nothingcontained herein shall be deemed to restrict the right of the Holder to exerciseits Conversion Rights at such time as such exercise will not violate theprovisions of this Section ___.  The provisions of this Section ___ may bewaived by the Holder upon, at the election of the Holder, 61 days' prior noticeto the Company, and the provisions of this Section ___ shall continue to applyuntil such 61st day (or such later date as may be specified in suchnotice of waiver).  No exercise of the Conversion Rights in violation of thisSection ___ but otherwise in accordance with this Note shall affect the statusof the Common Stock issued upon such exercise as validly issued, fully-paid andnonassessable.Amendment To Notes.
  Those certain series of Convertible PromissoryNotes With Cognovit Provision issued by the Company pursuant to the Agreementand dated December 1, 2000 in the amount of $400,000, December 8, 2000 in theamount of $100,000, December 13, 2000 in the amount of $100,000 and December 15,2000 in the amount of $100,000 (collectively the "Notes" orindividually as a "Note") are hereby amended as follows:
*New Section 3.4.
  A new Section 3.4 is added to the Notes immediatelyfollowing Section 3.3, which shall read as follows:

Limitations on Issuance of Common Stock.  Notwithstanding anythingherein to the contrary, in no event shall the Holder be permitted to receiveConversion Shares upon exercising its conversion rights or Common Stock aspayment for accrued interest on this Note (collectively referred to as"Conversion Rights") to the extent that (x) the number of shares ofCommon Stock beneficially owned by the Holder (other than shares of Common Stockissuable upon exercise of Holder's Conversion Rights) plus (y) the number ofshares of Common Stock issuable upon exercise of the Holder's Conversion Rights,would be equal to or exceed 4.9% of the number of shares of Common Stock thenissued and outstanding, including shares issuable upon exercise of the Holder'sConversion Rights after application of this Section 3.4.  As used herein,beneficial ownership shall be determined in accordance with Section 13(d) of theSecurities Exchange Act of 1934 (the "Exchange Act").  To the extentthat the limitation contained in this Section 3.4 applies, the determination ofwhether Holder may exercise its Conversion Rights (in relation to othersecurities owned by the Holder) and of which a portion of the Conversion Rightsare exercisable shall be in the sole discretion of the Holder, and thesubmission of a Holder Conversion Notice (or written notice in the case ofpayment of accrued interest in shares of Common Stock) shall be deemed to be theHolder'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 61st 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 and nonassessable.
*Section 3.2(c). 
 Section 3.2(c) is hereby amended and superceded inits entirety with the following:

(c)	Market Price.  The term "Market Price" shall mean$.125.

 
**Capitalized Terms.  
All capitalized terms not otherwise definedherein shall have the same meaning as in the Agreement or the Notes.

<SIGNATURE PAGE TO FOLLOW>

In Witness Whereof, the parties hereto have executed this Amendment No 2 tothe Loan Agreement and Notes as of the date first written above.
**BORROWER:

POPMAIL.COM, INC.,**
By:						
Its:___________________________
**PMI:

POPMAIL NETWORK, INC.**
By:						
Its:___________________________
**LENDER:

GSI VENTURES, LLC,**
By: SDK INVESTMENTS, INC., Manager

By:___________________________________

Stephen D. King

President
**FAI:

FAN ASYLUM, INC.**
By:						
Its:___________________________
**SDKI:

SDK INVESTMENTS, INC., 

By:						
Stephen D. King

President
**COL:

CAFE ODYSSEY, LLC**
By:						
Its:___________________________
**						************