AMENDED AND RESTATED
$2,450,000.00 December 3, 1999
FOR VALUE RECEIVED, KING FAMILY PARTNERS, an Ohio limited partnership (the "Maker"), hereby
unconditionally promises to pay to POPMAIL.COM, INC., a Minnesota corporation, or its successors and
assigns (the "Payee"), at Bloomington, Minnesota or at such other place or places as may be designated by
Payee from time to time, the sum of Two Million Four Hundred Fifty Thousand Dollars ($2,450,000.00) (the
The Principal Sum, plus interest thereon from the date hereof at the rate of 5.74 percent per annum, shall be due
and payable by Maker to Payee on December 3, 2002 (the "Maturity Date") in any coin or currency of the
United States of America which, at the time of payment, is legal tender for the payment of public and private
All payments on account of this Note, when paid, shall be applied first to the payment of all interest then due on
the unpaid balance of this Note and the balance, if any, shall be applied to reduction of the unpaid balance of the
Principal Sum. This Note may be prepaid in full or in part at any time without premium.
Maker agrees to immediately pay to Holder hereof, upon demand, all losses, costs and expenses (including
attorneys' fees) incurred by Holder for collection and enforcement of this Note in the event of default or
Maker waives presentment, protest and demand, notice of protest, notice of dishonor and non-payment of this
Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time without
in any way affecting the liability of Maker.
The terms, conditions and provisions of this Note shall be construed and enforced according to the laws of the
State of Minnesota.
Notwithstanding any of the provisions of this Note, Payee shall look solely to the Collateral (as defined in that
certain Pledge Agreement between Maker and PopMail.com, inc. dated December 3, 1999) for the satisf