Exhibit 10.53

SECURITY AGREEMENT

This Security Agreement (the
"Agreement") is made as of December 8, 2000 by and between JBII
Corporation, a Delaware corporation (the "Debtor"), and
PopMail.com, Inc., a Minnesota corporation (the "Secured
Party").

RECITALS

The Debtor and the Secured Party are parties to a
Secured Promissory Note of even date with this Agreement (the
"Note").  The parties intend that the Debtor's obligations to
repay the Note be secured by certain assets of the Debtor.

AGREEMENT

In consideration of the purchase of the Note by the Secured
Party and for other good and valuable consideration, the Debtor hereby agrees
with the Secured Party as follows:

1.	Grant of Security Interest.  To secure
the Debtor's full and timely performance of all of the Debtor's obligations and
liabilities to the Secured Party pursuant to the Note (including, without
limitation, Debtor's obligation to timely pay the principal amount of the Note)
(the "Obligations"), the Debtor hereby grants to the Secured
Party a continuing security interest (the "Security Interest")
in and to all of the property described on Exhibit A to this Agreement
(the "Collateral").  The Security Interest shall be a first and
prior interest in all of the Collateral.

2.	Covenants.  The Debtor covenants and
agrees with the Secured Party that, from and after the date of this Agreement
until the Obligations are paid in full:

(a)	Other Liens.  Except for the Security
Interest, the Debtor is the owner of the Collateral.  No financing statements
covering any Collateral or any proceeds thereof are on file in any public
office.

(b)	Further Documentation.  At any time and
from time to time, upon the written request of the Secured Party, and at the
sole expense of the Secured Party, the Debtor will promptly and duly execute and
deliver such further instruments and documents and take such further action as
the Secured Party may reasonably request for the purpose of obtaining or
preserving the full benefits of this Agreement and of the rights and powers
herein granted, including, without limitation, filing any financing or
continuation statements under the Uniform Commercial Code in effect in any
jurisdiction with respect to the liens created hereby.  The Debtor also hereby
authorizes the Secured Party to file any such financing or continuation
statement without the signature of the Debtor to the extent permitted by
applicable law.  A reproduction of this Agreement shall be sufficient as a
financing statement (or as an exhibit to a financing statement on form UCC-1)
for filing in any jurisdiction.

(c)	Indemnification.  The Debtor agrees to
defend, indemnify and hold harmless the Secured Party against any and all
liabilities, costs and expenses (including, without limitation, legal fees and
expenses): (i) with respect to, or resulting from, any delay in paying, any
and all excise, sales or other taxes which may be payable or determined to be
payable with respect to any of the Collateral or (ii) with respect to, or
resulting from, any delay in complying with any law, rule, regulation or order
of any governmental authority applicable to any of the Collateral.

(d)	Maintenance of Records.  The Debtor will
keep and maintain at its own expense complete and satisfactory records of the
Collateral.

(e)	Inspection Rights.  The Secured Party
shall have full access during normal business hours, and upon reasonable prior
notice, to all the books, correspondence and other records of the Debtor
relating to the Collateral.  The Secured Party or its representatives may
examine such records and make photocopies or otherwise take extracts from such
records.  The Debtor agrees to render to the Secured Party, at the Debtor's
expense, such clerical and other assistance as may be reasonably requested with
regard to the exercise of its rights pursuant to this paragraph.

(f)	Compliance with Laws, etc.  The Debtor
will comply in all material respects with all laws, rules, regulations and
orders of any governmental authority applicable to any part of the Collateral or
to the operation of the Debtor's business; provided, however, that
the Debtor may contest any such law, rule, regulation or order in any reasonable
manner which does not, in the reasonable opinion of the Debtor, adversely affect
the Secured Party's rights or the priority of its liens on the Collateral.

(g)	Payment of Obligations.  The Debtor will
pay promptly when due all taxes, assessments and governmental charges or levies
imposed upon the Collateral or with respect to any of its income or profits
derived from the Collateral, as well as all claims of any kind (including,
without limitation, claims for labor, materials and supplies) against or with
respect to the Collateral, except that no such charge need be paid if
(i) the validity of such charge is being contested in good faith by
appropriate proceedings, (ii) such proceedings do not involve any material
danger of the sale, forfeiture or loss of any of the Collateral or any interest
in the Collateral and (iii) such charge is adequately reserved against on
the Debtor's books in accordance with generally accepted accounting
principles.

(h)	Further Identification of Collateral.
The Debtor will furnish to the Secured Party from time to time statements and
schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as the Secured Party may reasonably
request, all in reasonable detail.

3.	Secured Party's Appointment as Attorney-in-Fact.

(a)	Powers.  For purposes of this
Agreement, "Event of Default" means Debtor's failure to pay or
discharge the Obligations in full in accordance with the terms of the Note.  The
Debtor hereby appoints the Secured Party and any officer or agent of the Secured
Party, with full power of substitution, as its attorney-in-fact with full
irrevocable power and authority in the place of the Debtor and in the name of
the Debtor or its own name, from time to time in the Secured Party's discretion
so long as an Event of Default has occurred and is continuing, for the purpose
of carrying out the terms of this Agreement, to take any appropriate action and
to execute any instrument which may be necessary or desirable to accomplish the
purposes of this Agreement.  Without limiting the foregoing, so long as an Event
of Default has occurred and is continuing, the Secured Party shall have the
right, without notice to, or the consent of, the Debtor, to do any of the
following on the Debtor's behalf:

(i)	to pay or discharge any taxes or liens levied or
placed on or threatened against the Collateral;

(ii)	to direct any party liable for any payment under
any of the Collateral to make payment of any and all amounts due or to become
due thereunder directly to the Secured Party or as the Secured Party
directs;

(iii)	to ask for or demand, collect, and receive
payment of and receipt for, any payments due or to become due at any time in
respect of or arising out of any Collateral;

(iv)	to commence and prosecute any suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to
enforce any right in respect of any Collateral;

(v)	to defend any suit, action or proceeding brought
against the Debtor with respect to any Collateral;

(vi)	to settle, compromise or adjust any suit, action
or proceeding described in subsection (v) above and to give such discharges
or releases in connection therewith as the Secured Party may deem
appropriate;

(vii)	to assign any patent right included in the
Collateral of Debtor (along with the goodwill of the business to which any such
patent right pertains), throughout the world for such term or terms, on such
conditions, and in such manner, as the Secured Party shall in its sole
discretion determine; and

(viii)	generally, to sell, transfer, pledge and make
any agreement with respect to or otherwise deal with any of the Collateral and
to take, at the Secured Party's option and the Debtor's expense, any actions
which the Secured Party deems necessary to protect, preserve or realize upon the
Collateral and the Secured Party's liens on the Collateral and to carry out the
intent of this Agreement, in each case to the same extent as if the Secured
Party were the absolute owner of the Collateral for all purposes.

The Debtor hereby ratifies whatever actions the Secured Party
shall lawfully do or cause to be done in accordance with this Section 3.  This
power of attorney shall be a power coupled with an interest and shall be
irrevocable.

(b)	No Duty on Secured Party's Part.  The
powers conferred on the Secured Party by this Section 3 are solely to protect
the Secured Party's interests in the Collateral and shall not impose any duty
upon it to exercise any such powers.  The Secured Party shall be accountable
only for amounts that it actually receives as a result of the exercise of such
powers, and neither the Secured Party nor any of its officers, directors,
employees or agents shall, in the absence of willful misconduct or gross
negligence, be responsible to the Debtor for any act or failure to act pursuant
to this Section 3.

4.	Remedies.  If an Event of Default has
occurred and is continuing, the Secured Party may exercise, in addition to all
other rights and remedies granted to it in this Agreement and in any other
instrument or agreement relating to the Obligations, all rights and remedies of
a secured party under the Washington Uniform Commercial Code, as amended from
time to time (the "Code").

5.	Limitation on Duties Regarding Preservation of
Collateral.  The Secured Party's sole duty with respect to the custody,
safekeeping and preservation of the Collateral, under RCW 62.9-207 of the Code
or otherwise, shall be to deal with it in the same manner as the Secured Party
deals with similar property for its own account.  Neither the Secured Party nor
any of its directors, officers, employees or agents shall be liable for failure
to demand, collect or realize upon all or any part of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of the Debtor or otherwise.

6.	Powers Coupled with an Interest.  All
authorizations and agencies contained in this Agreement with respect the
Collateral are irrevocable and powers coupled with an interest.

7.	Miscellaneous.

(a)	Amendments and Waivers.  Any term of
this Agreement may be amended with the written consent of the parties or their
respective successors and assigns.  Any amendment or waiver effected in
accordance with this Section 7(a) shall be binding upon the parties and
their respective successors and assigns.

(b)	Transfer; Successors and Assigns. The terms and conditions of this Agreement shall be binding upon the Debtor
and its successors and assigns and inure to the benefit of the Secured Party and
its successors and assigns.  Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.

(c)	Governing Law.  This Agreement and all
acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with
the laws of the State of Washington, without giving effect to principles of
conflicts of law.

(d)	Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.

(e)	Titles and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this Agreement.

(f)	Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or forty-eight (48) hours after being deposited
in the U.S. mail as certified or registered mail with postage prepaid, if such
notice is addressed to the party to be notified at such party's address or
facsimile numberas set forth below or as subsequently modified by
written notice.

(g)	Severability.  If one or more provisions
of this Agreement are held to be unenforceable under applicable law, the parties
agree to renegotiate such provision in good faith, in order to maintain the
economic position enjoyed by each party as close as possible to that under the
provision rendered unenforceable.  In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then
(i) such provision shall be excluded from this Agreement, (ii) the
balance of the Agreement shall be interpreted as if such provision were so
excluded and (iii) the balance of the Agreement shall be enforceable in
accordance with its terms.

(h)	Entire Agreement.  This Agreement, and
the documents referred to herein constitute the entire agreement between the
parties hereto pertaining to the subject matter hereof, and any and all other
written or oral agreements existing between the parties hereto concerning such
subject matter are expressly canceled.

[Signature Page Follows]

The Debtor and Secured Party have caused this Agreement to be
duly executed and delivered as of the date first above written.

DEBTOR:

JBII Corporation

a Delaware corporation



By:____________________________

Name:___________________________

Title:	___________________________

Address:	2310 130th Avenue NE

Suite B-202

Bellevue, WA  98005

Facsimile No:(425) 869-3678

SECURED PARTY:

PopMail.com, Inc.,

a Minnesota corporation

By:_________________________



Name:___________________________



Title:  ___________________________

Address:

1331 Corporate Dr # 350

Irving, TX 75038

Facsimile Number:  (972) 550-5581

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