**Exhibit 4.55**March 12, 2000**
 
**To:	Henry Fong, Gulfstream Partners

From:	PopMail.com, Inc.

Re:	Amended and Restated Letter Agreement for Investment**
Dear Mr. Fong:

	PopMail.com, Inc. ("PopMail" of the "Company") herebyagrees to sell shares of its common stock to Gulfstream Partners("Gulfstream") on the following terms, which have been amended andrestated from the terms of our previous letter agreement dated October 30,2000:

Gulfstream hereby subscribes for and purchases 3,000,000shares of common stock, par value $.01 per share (the "CommonStock")
of PopMail. Upon the shareholder approval and filing ofthe amendment to the Articles of Incorporation referred to above, the shares ofCommon Stock issued to Gulfstream will be duly authorized, validly issued, fullypaid and non-assessable.

In payment for the Common Stock, Gulfstream agrees to payto the Company a cash purchase price of Four Hundred Twenty-five ThousandDollars ($425,000). The purchase price will be paid no later than October 30,2000. 

Gulfstream acknowledges that an investment in PopMail ishighly speculative, involves a high degree of risk and immediate dilution and issuitable only for persons who can afford to lose their entire investment.Gulfstream represents and warrants that it is Gulfstream's intention to acquirethe Common Stock for its account for investment purposes and not with a view toresale in connection with any distribution thereof.  Gulfstream furtherrepresents and agrees that if Gulfstream should later desire to dispose of ortransfer any of the Common Stock in any manner, Gulfstream shall not do sowithout registration of the Common Stock pursuant to the Securities Act of 1933(the "Act") and applicable state laws, unless Gulfstream obtains anopinion of counsel satisfactory to the Company that such proposed disposition ortransfer may be made lawfully without the registration. Gulfstream understandsand acknowledges that the stock certificate representing the shares of CommonStock subscribed for hereby and to be issued by the Company upon acceptance ofthis Subscription Agreement, will contain an appropriate restrictive legendevidencing the above restrictions.

PopMail agrees that as soon as practicable and in noevent more than 60 days after the issuance of the Common Stock, it will filewith the Securities and Exchange Commission a registration statement on Form S-3(or, if such form is unavailable, on such other form as is available for suchregistration), covering the resale of the Common Stock. PopMail will use itsbest efforts to have such registration statement declared effective by the SECwithin 30 days after the filing of the registration statement. PopMail will useits best efforts to keep the registration statement effective at all times untilthe earlier of (i) two years after the date of this Agreement or (ii) the dateon which Gulfstream or its assignee has sold all of the Common Stock.

Gulfstream shall maintain the right to assign up to1,588,235 of the aforementioned 3,000,000 shares to Wayne Mills, Blake CapitalPartners or such other assignee as Gulfstream requests.

This Agreement shall be binding upon and shall inure tothe benefit of the parties hereto and to their successors and assigns. Thisinstrument contains the entire agreement of the parties, and there are norepresentations, covenants or other agreements except as stated or referred toherein. This Agreement shall be governed by and construed in accordance with thelaws of the State of Minnesota.

Very truly yours,

POPMAIL.COM, INC.

 

By ____________________

Its ____________________

 
**The undersigned agrees to purchase the Common Stock described abovesubject to the terms and conditions of this Amended and Restated LetterAgreement.**
 
**GULFSTREAM PARTNERS

By ______________________**
Its ______________________
**Date: March 12, 2001****