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                                                                     EXHIBIT 4.7

THE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (THE
"SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"SECURITIES ACT") OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS ("BLUE SKY
LAWS"). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION OF THIS WARRANT OR THE SECURITIES OR ANY INTEREST THEREIN MAY BE
MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND ANY APPLICABLE BLUE SKY LAWS OR (B) IF THE COMPANY HAS BEEN
FURNISHED WITH BOTH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND
COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT NO
REGISTRATION IS REQUIRED BECAUSE OF THE AVAILABILITY OF AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE BLUE SKY LAWS, AND
ASSURANCES THAT THE TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION WILL BE MADE ONLY IN COMPLIANCE WITH THE CONDITIONS OF ANY SUCH
REGISTRATION OR EXEMPTION.

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK
                              OF POPMAIL.COM, INC.

WARRANT NO. 2000-X                                        Bloomington, Minnesota
                                                                February 9, 2000

         This certifies that, for value received, _________________________, or
his successors or assigns ("Holder") is entitled to purchase from PopMail.com,
inc. (the "Company") _____________________________________ (_______) fully paid
and nonassessable shares (the "Shares") of the Company's Common Stock, $.01 par
value (the "Common Stock") at any time and from time to time from the date
hereof until February 9, 2005, at an exercise price of $3.00 per share (the
"Exercise Price"), subject to adjustment as herein provided.

         This Warrant is subject to the following provisions, terms and
conditions:

         1.   Exercise of Warrant.

              a.   Exercise for Cash. The rights represented by this Warrant
may  be exercised by the Holder, in whole or in part (but not as to a fractional
share of Common Stock), by the surrender of this Warrant (properly endorsed, if
required, at the Company's principal office in Bloomington, Minnesota, or such
other office or agency of the Company as the Company may designate by notice in
writing to the Holder at the address of such Holder appearing on the books of
the Company at any time within the period above named), and upon payment to it
by certified check, bank draft or cash of the purchase price for such Shares.
The Company agrees that the Shares so purchased shall have and are deemed to be
issued to the Holder as the record owner of such Shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such Shares as aforesaid. Certificates for the Shares of Common
Stock so purchased shall be delivered to the Holder within a reasonable time,
not exceeding ten (10) days, after the rights represented by this Warrant shall
have been so exercised, and, unless this Warrant has expired, a new Warrant
representing the number of Shares, if any, with respect to which this Warrant
shall not then have been exercised shall also be delivered to the Holder within
such time. The Company may require that any such new Warrant or any certificate
for Shares purchased upon the exercise hereof bear a legend substantially
similar to that which is contained on the face of this Warrant.

              b.   Cashless Exercise. Upon receipt of a notice of cashless
exercise, the Company shall deliver to the Holder (without payment by the Holder
of any exercise price) that number of Shares that is equal to the quotient
obtained by dividing (x) the value of the Warrant on the date that the Warrant
shall have been surrendered (determined by subtracting the aggregate exercise
price for the Shares in effect on the Exercise Date from the aggregate Fair
Market Value



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(hereinafter defined) for the Shares by (y) the Fair Market Value of one share
of Common Stock. A notice of "cashless exercise" shall state the number of
Shares as to which the Warrant is being exercised. "Fair Market Value" for
purposes of this Section (b) shall mean the average of the Common Stock closing
prices reported by the principal exchange on which the Common Stock is traded,
or the last sale prices as reported by the National Association of Securities
Dealers, Inc. Automated Quotation System ("Nasdaq") National Market or SmallCap
Market, as the case may be, for the ten (10) business days immediately preceding
the Exercise Date or, in the event no public market shall exist for the Common
Stock at the time of such cashless exercise, Fair Market Value shall mean the
fair market value of the Common Stock as the same shall be determined in the
good faith discretion of the Board of Directors, after full consideration of all
factors then deemed relevant by such Board in establishing such value, including
by way of illustration and not limitation, the per share purchase price of
Common Stock or per security convertible into one share of Common Stock of the
most recent sale of shares of Common Stock or securities convertible into Common
Stock by the Company after the date hereof all as evidenced by the vote of a
majority of the directors then in office.

         2.   Transferability of this Warrant. This Warrant is issued upon the
following terms, to which each Holder consents and agrees:

              a.   Until this Warrant is transferred on the books of the
         Company, the Company will treat the Holder of this Warrant registered
         as such on the books of the Company as the absolute owner hereof for
         all purposes without being affected by any notice to the contrary.

              b.   This Warrant may not be exercised, and this Warrant and the
         Shares underlying this Warrant shall not be transferable, except in
         compliance with all applicable state and federal securities laws,
         regulations and orders, and with all other applicable laws, regulations
         and orders.

              c.   Prior to making any disposition of this Warrant or of any of
         the Shares underlying this Warrant, the Holder will give written notice
         to the Company describing the manner of any such proposed disposition.
         The Warrant may not be transferred, and the Shares may not be
         transferred, without the Holder obtaining an opinion of counsel
         satisfactory in form and substance to the Company's counsel stating
         that the proposed transaction will not result in a prohibited
         transaction under the Securities Act of 1933, as amended ("Securities
         Act"), and applicable Blue Sky laws. By accepting this Warrant, the
         Holder agrees to act in accordance with any conditions reasonably
         imposed on such transfer by such opinion of counsel.

              d.   Neither this issuance of this Warrant nor the issuance of the
         Shares underlying this Warrant have been registered under the
         Securities Act.

         3.   Certain Covenants of the Company. The Company covenants and agrees
that all Shares which may be issued upon the exercise of the rights represented
by this Warrant, upon issuance and full payment for the Shares so purchased,
will be duly authorized and issued, fully paid and nonassessable and free from
all taxes, liens and charges with respect to the issue hereof, except those that
may be created by or imposed upon the Holder or its property, and without
limiting the generality of the foregoing, the Company covenants and agrees that
it will from time to time take all such actions as may be requisite to assure
that the par value per share of the Common Stock is at all


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times equal to or less than the effective purchase price per share of the Common
Stock issuable pursuant to this Warrant. The Company further covenants and
agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved free of preemptive or other rights for the exclusive purpose of issue
upon exercise of the purchase rights evidenced by this Warrant, a sufficient
number of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant.

         4.   Registration Rights. By no later than thirty (30) days from the
date hereof, the Company shall, on a one-time basis only, prepare and file a
registration statement ("Registration Statement") with the SEC covering the
resale of all of the Shares. The Company shall bear the expense of such
registration, except that the undersigned shall bear any broker's fees or
commissions or fees of its own attorney payable or incurred in connection with
the sale of such shares of Common Stock.

         5.   Adjustment of Exercise Price and Number of Shares. The Exercise
Price and number of Shares are subject to the following adjustments:

              a.   Adjustment of Exercise Price for Stock Dividend, Stock Split
         or Stock Combination. In the event that (i) any dividends on any class
         of stock of the Company payable in Common Stock or securities
         convertible into or exercisable for Common Stock ("Common Stock
         Equivalents") shall be paid by the Company, (ii) the Company shall
         subdivide its then outstanding shares of Common Stock into a greater
         number of shares, or (iii) the Company shall combine its outstanding
         shares of Common Stock, by reclassification or otherwise, then, in any
         such event, the Exercise Price in effect immediately prior to such
         event shall (until adjusted again pursuant hereto) be adjusted
         immediately after such event to a price (calculated to the nearest full
         cent) determined by dividing (a) the number of shares of Common Stock
         outstanding immediately prior to such event, multiplied by the then
         existing Exercise Price, by (b) the total number of shares of Common
         Stock outstanding immediately after such event, and the resulting
         quotient shall be the adjusted Exercise Price per share. No adjustment
         of the Exercise Price shall be made if the amount of such adjustment
         shall be less than $.05 per share, but in such case any adjustment that
         would otherwise be required then to be made shall be carried forward
         and shall be made at the time and together with the next subsequent
         adjustment which, together with any adjustment or adjustments so
         carried forward, shall amount to not less than $.05 per share.

              b.   Adjustment of Number of Shares Purchasable on Exercise of
         Warrants. Upon each adjustment of the Exercise Price pursuant to this
         Section, the Holder shall thereafter (until another such adjustment) be
         entitled to purchase at the adjusted Exercise Price the number of
         shares, calculated to the nearest full share, obtained by multiplying
         the number of shares specified in such Warrant (as adjusted as a result
         of all adjustments in the Exercise Price in effect prior to such
         adjustment) by the Exercise Price in effect prior to such adjustment
         and dividing the product so obtained by the adjusted Exercise Price.

              c.   Notice as to Adjustment. Upon any adjustment of the Exercise
         Price and any increase or decrease in the number of shares of Common
         Stock purchasable upon the exercise of the Warrant, then, and in each
         such case, the Company within thirty (30) days thereafter shall give
         written notice thereof, by first class mail, postage prepaid, addressed
         to each Holder as shown on the books of the Company, which notice shall
         state the adjusted Exercise

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         Price and the increased or decreased number of shares purchasable upon
         the exercise of the Warrants, and shall set forth in reasonable detail
         the method of calculation and the facts upon which such calculation is
         based.

              d.   Effect of Reorganization, Reclassification, Merger, etc. If
         at any time while any Warrant is outstanding there should be any
         capital reorganization of the capital stock of the Company (other than
         the issuance of any shares of Common Stock in subdivision of
         outstanding shares of Common Stock by reclassification or otherwise and
         other than a combination of shares provided for in Section 4(a)
         hereof), or any consolidation or merger of the Company with another
         corporation, or any sale, conveyance, lease or other transfer by the
         Company of all or substantially all of its property to any other
         corporation, which is effected in such a manner that the holders of
         Common Stock shall be entitled to receive cash, stock, securities, or
         assets with respect to or in exchange for Common Stock, then, as a part
         of such transaction, lawful provision shall be made so that each Holder
         shall have the right thereafter to receive, upon the exercise hereof,
         the number of shares of stock or other securities or property of the
         Company, or of the successor corporation resulting from such
         consolidation or merger, or of the corporation to which the property of
         the Company has been sold, conveyed, leased or otherwise transferred,
         as the case may be, which the Holder would have been entitled to
         receive upon such capital reorganization, reclassification of capital
         stock, consolidation, merger, sale, conveyance, lease or other
         transfer, if such Warrant had been exercised immediately prior to such
         capital reorganization, reclassification of capital stock,
         consolidation, merger, sale, conveyance, lease or other transfer. In
         any such case, appropriate adjustments (as determined by the Board of
         Directors of the Company) shall be made in the application of the
         provisions set forth in this Warrant (including the adjustment of the
         Exercise Price and the number of Shares issuable upon the exercise of
         the Warrants) to the end that the provisions set forth herein shall
         thereafter be applicable, as near as reasonably may be, in relation to
         any shares or other property thereafter deliverable upon the exercise
         of the Warrants as if the Warrants had been exercised immediately prior
         to such capital reorganization, reclassification of capital stock, such
         consolidation, merger, sale, conveyance, lease or other transfer and
         the Warrant Holders had carried out the terms of the exchange as
         provided for by such capital reorganization, consolidation or merger.
         The Company shall not effect any such capital reorganization,
         consolidation, merger or transfer unless, upon or prior to the
         consummation thereof, the successor corporation or the corporation to
         which the property of the Company has been sold, conveyed, leased or
         otherwise transferred shall assume by written instrument the obligation
         to deliver to each Holder such shares of stock, securities, cash or
         property as in accordance with the foregoing provisions such Holder
         shall be entitled to purchase.

         5.   No Rights as Stockholders. This Warrant shall not entitle the
Holder as such to any voting rights or other rights as a stockholder of the
Company.

         6.   Company Redemption Option. Notwithstanding anything to the
contrary contained in this Warrant, following the effectiveness of the
Registration Statement, the Company's Board of Directors shall have the right to
redeem the Warrant at a redemption price of $.01 per Share if the average
closing price of the Company's Common Stock for any ten (10) consecutive trading
days is at least $6.00 per share (as appropriately adjusted for stock splits,
stock dividends and combinations). Notice of redemption to the Holder shall be
given by mailing via first class mail a notice of such redemption not less than
thirty (30) days prior to the date fixed for redemption. Any notice given in


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the manner described above shall be conclusively presumed to have been given
whether or not the Holder receives the notice.

         7.   Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of Minnesota.

         8.   Amendments and Waivers. The provisions of this Warrant may not be
amended, modified or supplemented, and waiver or consents to departures from the
provisions hereof may not be given, unless the Company agrees in writing and has
obtained the written consent of the Holders.

         9.   Notices. All notices or communications hereunder, except as herein
otherwise specifically provided, shall be in writing and if sent to the Holder
shall be mailed, delivered, or telefaxed and confirmed to the Holder at his or
her address set forth on the records of the Company; or if sent to the Company
shall be mailed, delivered, or telefaxed and confirmed to PopMail.com, inc.,
4801 West 81st Street, Suite 112, Bloomington, MN 55437 or to such other address
as the Company or the Holder shall notify the other as provided in this Section.

         IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant to be
signed by its duly authorized officer in the date set forth above.

                                         POPMAIL.COM, INC.


                                         By:
                                            --------------------------------
                                            Its:
                                                ----------------------------



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                                SUBSCRIPTION FORM

         To be signed only upon exercise of Warrant.

         The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ____________________ of the shares of Common Stock of
PopMail.com, inc. (the "Shares") to which such Warrant relates and herewith
makes payment of $_____________ therefor in cash, certified check or bank draft
and requests that a certificate evidencing the Shares be delivered to,
_____________________________, the address for whom is set forth below the
signature of the undersigned:

Dated: ____________________


                                            ____________________________________
                                            [Signature]

                                            ____________________________________
                                            [Printed]
                                            ____________________________________
                                            ____________________________________
                                            [Address]



                                      * * *


                                 ASSIGNMENT FORM

         To be signed only upon authorized transfer of Warrant.

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto _____________________________________ the right to purchase
shares of Common Stock of PopMail.com, inc. to which the within Warrant relates
and appoints ____________________ attorney, to transfer said right on the books
of _________________ with full power of substitution in the premises.

Dated: ____________________

                                            ____________________________________
                                            [Signature]

                                            ____________________________________
                                            [Printed]
                                            ____________________________________
                                            ____________________________________
                                            [Address]



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