**Exhibit 4.56****SUBSCRIPTION AGREEMENT**
	This SUBSCRIPTION AGREEMENT (the "Agreement") is made as ofMarch 16, 2001, by and between PopMail.com, inc., a Minnesota corporation (the"Company"), and Goben Enterprises L.P. (the"Purchaser").

	WHEREAS, the Company desires to sell to Purchaser, and Purchaser desiresto purchase, Five Hundred Thousand (500,000) shares of the Company's commonstock, $.01 par value (the "Shares") for an aggregate price of Thirty-five Thousand Dollars ($35,000).

	NOW, THEREFORE, in consideration of the mutual covenants and upon theterms and subject to the conditions set forth herein, the Company and Purchaseragree as follows:
**Acquisition of Shares.
 In accordance with theterms and conditions set forth herein, the Company hereby agrees to sell,transfer, convey and deliver to Purchaser, and Purchaser hereby agrees toacquire on the date hereof, all right, title and interest in the Shares.  Theaggregate purchase price of the Shares shall be Thirty-five Thousand Dollars($35,000) payable upon the parties' execution of this Agreement.  Promptly afterthe execution of this Agreement and receipt of the Purchaser's payment theCompany shall deliver to Purchaser a stock certificate evidencing theShares.

**Representations, Warranties and Covenants of thePurchaser.
  The Purchaser represents and warrants to the Company asfollows:

**Binding Obligation.
  This Agreement constitutesthe legal, valid and binding obligation of Purchaser in accordance with theterms hereof.

**Representations, Warranties and Covenants of thePurchaser.

Purchaser has been given access to full and completeinformation regarding the Company (including the opportunity to meet withCompany officers and review such other documents as Purchaser may have requestedin writing).

Purchaser represents that it is an "AccreditedInvestor," as that term is defined in Rule 501(a) promulgated in connectionwith the Securities Act of 1933, as amended.

Purchaser is experienced and knowledgeable in financialand business matters, is capable of evaluating the merits and risks of investingin the Shares, and does not need or desire the assistance of a knowledgeablerepresentative to aid in the evaluation of such risks.

Purchaser realizes that a purchase of the Sharesrepresents a speculative investment involving a high degree of risk.

Purchaser realizes that the Shares have not beenregistered for sale under the Securities Act of 1933, as amended, (the"Act"), or applicable state securities laws (the "StateLaws") and may be sold only pursuant to registration under the Act andState Laws, or an opinion of counsel satisfactory to counsel for the Companythat such registration is not required.

Purchaser is a resident of the State ofFlorida.

**Representations, Warranties and Covenants of theCompany.
  The Company hereby represents, warrants and covenants to Purchaseras follows:

**Binding Obligation.
 This Agreement constitutesthe legal, valid and binding obligation of Purchaser in accordance with theterms hereof.

**No Legal Bar.
 The Company is not prohibited by anyorder, writ, injunction or decree of any body of competent jurisdiction fromconsummating the transactions contemplated by this Agreement, and no such actionor proceeding is pending against Company which questions the validity of thisAgreement or any of the transactions contemplated hereby.

**Regulatory Approvals.
 There are no consents,approvals, authorizations and other requirements prescribed by any law, rule orregulation which must be obtained or satisfied by Company in order to permit theconsummation of the transactions contemplated by this Agreement.

**Registration Under the Securities Act of 1933.
The Company shall include the Shares in its next registration statement filedunder the Act.  The Company shall prepare and file a registration statementunder the Act (the "Registration Statement") registering the Sharesfor resale within 90 days of the date of this Agreement.  The Company shall bearall expenses and fees incurred in connection with the preparation, filing, andamendment of the Registration Statement with the Securities and ExchangeCommission, except that the Purchaser (or its assignee) shall pay (i) all fees,disbursements and expenses of any counsel or expert retained by Purchaser and(ii) all underwriting discounts and commissions, filing fees and any transfer orother taxes relating to the Shares included in the RegistrationStatement.

**4.	**Legend.** The certificates representing theCommon Shares shall have imprinted a legend containing substantially thefollowing language:

"The securities represented by this certificate havenot been registered under either the Securities Act of 1933, as amended, orapplicable state securities laws and may not be sold, transferred, assigned,offered, pledged or otherwise distributed for value unless there is an effectiveregistration statement under such Act and such laws covering such securities, orthe Company receives an opinion of counsel acceptable to the Company statingthat such sale, transfer, assignment, offer, pledge or other distribution forvalue is exempt from the registration and prospectus delivery requirements ofsuch Act and such laws."

	**5.	Miscellaneous.**
**(a)	Governing Law.  This Agreement shall begoverned by and construed in accordance with the internal laws of the State ofMinnesota, without giving effect to the principles of conflict of laws.
**Entire Agreement; Severability andEnforcement.**This Agreement and the instruments delivered pursuanthereto constitute the entire agreement between the parties and supersede allprior agreements and understandings, written or oral, between the partiesrelating to the subject matter hereof.  This Agreement may be amended orsupplemented only by a writing signed by all of the parties hereto.

Each provision of this Agreement is severable.  If anyprovision of this Agreement is found to be unenforceable or in violation of anystatute, rule, regulation, order or decree of any governmental authority, courtor agency, then such provision shall be modified to the minimum extent necessaryso as to render it enforceable and cure such violation, and all other provisionshereof shall remain in full force and effect notwithstanding suchviolation.

**Facsimile/Counterpart Execution.
 This Agreementmay be executed by facsimile transmitted signature, and both parties agree thatthe reproduction of signatures by way of telecopying devices shall be treated asthough such reproductions were executed originals.  This Agreement may beexecuted in counterparts, each of which shall be considered anoriginal.

IN WITNESS WHEREOF, the parties haveexecuted this Agreement as of the date and year first written above.
**PopMail.com,Inc.					

 

By:_____________________________	______________________________

   	Stephen J. Spohn				Goben Enterprises L.P.("Purchaser")

Chief FinancialOfficer	**By:**____________________________	

PopMail.com, Inc.	**SS#:**_________________________

	1333 Corporate Drive, Suite 350	**Address**:______________________	

	Irving, TX75038			______________________________

							_________________________

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