<PAGE>   1
                                                                     EXHIBIT 4.7

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE
AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO
RULE 144 UNDER SAID ACT.

                                POPMAIL.COM, INC.

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.: JPC-6                                     Number of Shares: 150,000
Date of Issuance: As of June 12, 2000


          Popmail.com, Inc., a Minnesota corporation (the "COMPANY"), hereby
certifies that, for value received, J.P. Carey Securities, Inc., the registered
holder hereof or its assigns, is entitled, subject to the terms set forth below,
to purchase from the Company upon surrender of this Warrant, at any time or
times on or after the date hereof, but not after 5:00 P.M. Eastern Standard Time
on the Expiration Date (as defined herein) up to 150,000 fully paid
nonassessable shares of Common Stock (as defined herein) of the Company (the
"WARRANT SHARES") at the purchase price per share provided in Section 1(b) below
(the "WARRANT EXERCISE PRICE"); provided, however, that in no event shall the
holder be entitled to exercise this Warrant for a number of Warrant Shares in
excess of that number of Warrant Shares which would cause the aggregate number
of shares of Common Stock beneficially owned by the holder and its affiliates to
exceed 4.9% of the outstanding shares of the Common Stock following such
exercise. For purposes of the foregoing proviso the aggregate number of shares
of Common Stock beneficially owned by the holder and its affiliates shall
include the number of shares of Common Stock issuable upon exercise of this
Warrant with respect to which the determination of such proviso is being made,
but shall exclude shares of Common Stock which would be issuable upon (i)
exercise of the remaining, unexercised Share Warrants (as defined below)
beneficially owned by the holder and its affiliates, and (ii) exercise of the
remaining, outstanding Adjustable Warrants (as defined herein) beneficially
owned by the holder and its affiliates. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended.


          Section 1. General Provisions

               (a) Securities Purchase Agreement. This Warrant is one of the
          warrants (the "COMMON STOCK WARRANTS") issued pursuant to that certain
          Placement Agency Agreement dated as of June 12, 2000, among the
          Company and the J.P. Carey Securities, Inc. referred to therein (the
          "SECURITIES PURCHASE AGREEMENT").

               (b) Definitions. The following words and terms as used in this
          Warrant shall have the following meanings:
<PAGE>   2

               "AVERAGE MARKET PRICE" means, with respect to any security for
          any period, that price which shall be computed as the arithmetic
          average of the last closing bid prices for such security for each
          trading day in such period on the principal securities exchange or
          trading market for such security where such security is listed or
          traded as reported by Bloomberg Financial Markets ("BLOOMBERG"), or if
          the market value cannot be calculated for such period on the foregoing
          bases, the last closing bid price of such security in the
          over-the-counter market on the pink sheets or bulletin board for such
          security as reported by Bloomberg, or, if no closing bid price is
          reported for such security by Bloomberg, the last closing trade price
          of such security as reported by Bloomberg. If the market value cannot
          be calculated for such period on any of the foregoing bases, the
          Average Market Price shall be the average fair market value during
          such period as reasonably determined in good faith by the Board of
          Directors of the Company (all as appropriately adjusted for any stock
          dividend, stock, split or other similar transaction during such
          period).

               "CLOSING BID PRICE" shall have the meaning as defined in the
          Adjustable Warrant, dated of even date herewith.

               "COMMON STOCK" means (i) the Company's common stock, par value
          $0.001 per share, and (ii) any capital stock into which such Common
          Stock shall have been changed or any capital stock resulting from a
          reclassification of such Common Stock.

               "EXPIRATION DATE" means the date five (5) years from the date of
          this Warrant or, if such date falls on a Saturday, Sunday or other day
          on which banks are required or authorized to be closed in the City of
          New York or the State of New York (a "HOLIDAY"), the next preceding
          date that is not a Holiday.

               "PERSON" means an individual, a limited liability company, a
          partnership, a joint venture, a corporation, a trust, an
          unincorporated organization and a government or any department or
          agency thereof.

               "SECURITIES ACT" means the Securities Act of 1933, as amended.

               "WARRANT" shall mean this warrant and all warrants issued in
          exchange, transfer or replacement of any thereof.

               "WARRANT EXERCISE PRICE" shall be equal to 1.00 per share,
          subject to adjustment as hereinafter provided.


          (c) Other Definitional Provisions.

               (i) Except as otherwise specified herein, all references herein
          (A) to the Company shall be deemed to include the Company's successors
          and (B) to any applicable law defined or referred to herein, shall be
          deemed references to such applicable law as the same may have been or
          may be amended or supplemented from time to time.

               (ii) When used in this Warrant, the words "HEREIN," "HEREOF," and
          "HEREUNDER," and words of similar import, shall refer to this Warrant
          as a whole and not


<PAGE>   3
               to any provision of this Warrant, and the words "SECTION,"
               "SCHEDULE," and "EXHIBIT" shall refer to Sections of, and
               Schedules and Exhibits to, this Warrant unless otherwise
               specified.

                    (iii) Whenever the context so requires, the neuter gender
               includes the masculine or feminine, and the singular number
               includes the plural, and vice versa.

          Section 2. Exercise of Warrant.

               (a) Subject to the terms and conditions hereof, this Warrant may
          be exercised by the holder hereof then registered on the books of the
          Company, in whole or in part, at any time during normal business hours
          on any business day on or after the opening of business on the date
          hereof and prior to 5:00 P.M. Eastern Standard Time on the Expiration
          Date by (i) delivery of a written notice, in the form of the
          subscription notice attached as Exhibit A hereto, of such holder's
          election to exercise this Warrant, which notice shall specify the
          number of Warrant Shares to be purchased, (ii) payment to the Company
          of an amount equal to the Warrant Exercise Price multiplied by the
          number of Warrant Shares as to which the Warrant is being exercised
          (plus any applicable issue or transfer taxes) (the "AGGREGATE EXERCISE
          PRICE") in cash or by check or wire transfer, and (iii) the surrender
          of this Warrant, at the principal office of the Company; provided,
          that if such Warrant Shares are to be issued in any name other than
          that of the registered holder of this Warrant, such issuance shall be
          deemed a transfer and the provisions of Section 7 shall be applicable.

               (b) This Warrant may also be exercised on a cashless basis, by
          submitting the Warrant as described above with an indication of
          election to use cashless exercise. The number of shares of Common
          Stock to be issued on cashless exercise shall be determined as
          follows:

                           X = Y (A-B)
                                  A

          where "X" equals the number of shares of Common Stock to be received
          on cashless exercise, "Y" equals the number of Warrants so exercised,
          "A" equals the Average Market Price of the Common Stock for the period
          of five (5) trading days immediately preceding the date of exercise,
          and "B" equals the Warrant Exercise Price. For purposes of Rule
          144(d)3(iii), it is understood that the Common Stock issuable on
          exercise of this Warrant in a cashless exercise transaction shall be
          deemed to have been acquired, and the holding period applicable
          thereto shall have commenced, on the date this Warrant was issued.

               (c) In the event of any exercise of the rights represented by
          this Warrant in compliance with this Section 2(a), a certificate or
          certificates for the Warrant Shares so purchased, in such
          denominations as may be requested by the holder hereof and registered
          in the name of, or as directed by, the holder, shall be delivered at
          the Company's expense to, or as directed by, such holder as soon as
          practicable after such rights shall have been so exercised, and in any
          event no later than five (5) business days after such exercise. In the
          case of a dispute as to the determination of the Warrant Exercise
          Price or the Average Market Price of a security or the arithmetic
          calculation of the Warrant Shares, the Company shall promptly issue to
          the holder the number of shares of Common Stock that is not disputed
          and shall submit the disputed determinations or arithmetic
          calculations to the holder via facsimile within one (1) day of receipt
          of the holder's subscription notice. If the holder and the Company are
          unable to agree upon the determination of the Warrant Exercise Price
          or Average Market Price or arithmetic calculation of


<PAGE>   4

          the Warrant Shares within one (1) business day of such disputed
          determination or arithmetic calculation being submitted to the holder,
          then the Company shall immediately submit via facsimile (i) the
          disputed determination of the Warrant Exercise Price or the Average
          Market Price to an independent, reputable investment banking firm or
          (ii) the disputed arithmetic calculation of the Warrant Shares to its
          independent, outside accountant. The Company shall cause the
          investment banking firm or the accountant, as the case may be, to
          perform the determinations or calculations and notify the Company and
          the holder of the results no later than forty-eight (48) hours from
          the time it receives the disputed determinations or calculations. Such
          investment bank's or accountant's determination or calculation, as the
          case may be, shall be deemed conclusive absent manifest error.

               (d) Unless the rights represented by this Warrant shall have
          expired or shall have been fully exercised, the Company shall, as soon
          as practicable and in any event no later than five (5) business days
          after any exercise and at its own expense, issue a new Warrant
          identical in all respects to the Warrant exercised except (i) it shall
          represent rights to purchase the number of Warrant Shares purchasable
          immediately prior to such exercise under the Warrant exercised, less
          the number of Warrant Shares with respect to which such Warrant is
          exercised, and (ii) the holder thereof shall be deemed for all
          corporate purposes to have become the holder of record of such Warrant
          Shares immediately prior to the close of business on the date on which
          the Warrant is surrendered and payment of the amount due in respect of
          such exercise and any applicable taxes is made, irrespective of the
          date of delivery of certificates evidencing such Warrant Shares,
          except that, if the date of such surrender and payment is a date when
          the stock transfer books of the Company are properly closed, such
          person shall be deemed to have become the holder of such Warrant
          Shares at the opening of business on the next succeeding date on which
          the stock transfer books are open.

               (e) No fractional shares of Common Stock are to be issued upon
          the exercise of this Warrant, but rather the number of shares of
          Common Stock issued upon exercise of this Warrant shall be rounded up
          or down to the nearest whole number.

               (f) If the Company shall fail for any reason or for no reason to
          issue to a holder within five (5) business days after the time
          required hereunder, a certificate for the number of shares of Common
          Stock to which the holder is entitled upon the holder's exercise of
          this Warrant or a new Warrant for the number of shares of Common Stock
          to which such holder is entitled pursuant to Section 2(b) hereof, the
          Company shall, in addition to any other remedies under this Agreement
          or otherwise available to such holder including any indemnification
          pursuant to Section 8 of Securities Purchase Agreement, pay as
          additional damages in cash to such holder for each day such issuance
          is not timely effected after the fifth (5th) business day following
          the time required under this Section 2, an amount equal to 0.1% of the
          product of (x) the number of shares of Common Stock not issued to the
          holder and the number of shares of Common Stock represented by the new
          Warrant not issued to the holder, on a timely basis and to which such
          holder is entitled hereunder and (y) the Closing Bid Price (as defined
          in the Adjustable Warrant) of the Common Stock on the last possible
          date which the Company could have issued such new Warrant or shares of
          Common Stock to such holder without violating this Section 2.

          Section 3. Covenants as to Common Stock. The Company hereby covenants
and agrees as follows:

               (a) This Warrant is, and any Share Warrants issued in
          substitution for or replacement of this Warrant will upon issuance be,
          duly authorized and validly issued.

<PAGE>   5

               (b) All Warrant Shares which may be issued upon the exercise of
          the rights represented by this Warrant will, upon issuance, be validly
          issued, fully paid and nonassessable and free from all taxes, liens
          and charges with respect to the issue thereof.

               (c) During the period within which the rights represented by this
          Warrant may be exercised, the Company will at all times have
          authorized and reserved at least the number of shares of Common Stock
          needed to provide for the exercise of the rights then represented by
          this Warrant and the par value of said shares will at all times be
          less than or equal to the applicable Warrant Exercise Price.

               (d) The Company shall promptly secure the listing of the shares
          of Common Stock issuable upon exercise of this Warrant upon each
          national securities exchange or automated quotation system, if any,
          upon which shares of Common Stock are then listed (subject to official
          notice of issuance upon exercise of this Warrant) and shall maintain,
          so long as any other shares of Common Stock shall be so listed, such
          listing of all shares of Common Stock from time to time issuable upon
          the exercise of this Warrant; and the Company shall so list on each
          national securities exchange or automated quotation system, as the
          case may be, and shall maintain such listing of, any other shares of
          capital stock of the Company issuable upon the exercise of this
          Warrant if and so long as any shares of the same class shall be listed
          on such national securities exchange or automated quotation system.

               (e) The Company will not, by amendment of its Certificate of
          Incorporation or through any reorganization, transfer of assets,
          consolidation, merger, dissolution, issue or sale of securities, or
          any other voluntary action, avoid or seek to avoid the observance or
          performance of any of the terms to be observed or performed by it
          hereunder, but will at all times in good faith assist in the carrying
          out of all the provisions of this Warrant and in the taking of all
          such action as may reasonably be requested by the holder of this
          Warrant in order to protect the exercise privilege of the holder of
          this Warrant against dilution or other impairment, consistent with the
          tenor and purpose of this Warrant. Without limiting the generality of
          the foregoing, the Company (i) will not increase the par value of any
          shares of Common Stock receivable upon the exercise of this Warrant
          above the Exercise Price then in effect, and (ii) will take all such
          actions as may be necessary or appropriate in order that the Company
          may validly and legally issue fully paid and nonassessable shares of
          Common Stock upon the exercise of this Warrant.

               (f) This Warrant will be binding upon any entity succeeding to
          the Company by merger, consolidation or acquisition of all or
          substantially all of the Company's assets.

          Section 4. Taxes. The Company shall not be required to pay any tax or
taxes attributable to the initial issuance of the Warrant Shares or any
permitted transfer involved in the issue or delivery of any certificates for
Warrant Shares in a name other than that of the registered holder hereof or upon
any permitted transfer of this Warrant.

          Section 5. Warrant Holder Not Deemed a Stockholder. Except as
otherwise specifically provided herein, no holder, as such, of this Warrant
shall be entitled to vote or receive dividends or be deemed the holder of shares
of the Company for any purpose, nor shall anything contained in this Warrant be
construed to confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization, issue of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise, prior to the
issuance to the holder of this


<PAGE>   6

Warrant of the Warrant Shares which he or she is then entitled to receive upon
the due exercise of this Warrant. In addition, nothing contained in this Warrant
shall be construed as imposing any liabilities on such holder to purchase any
securities or as a stockholder of the Company, whether such liabilities are
asserted by the Company or by creditors of the Company. Notwithstanding this
Section 5, the Company will provide the holder of this Warrant with copies of
the same notices and other information given to the stockholders of the Company
generally, contemporaneously with the giving thereof to the stockholders.

          Section 6. Representations of Holder. The holder of this Warrant, by
the acceptance hereof, represents that it is acquiring this Warrant and the
Warrant Shares for its own account for investment and not with a view to, or for
sale in connection with, any distribution hereof or of any of the shares of
Common Stock or other securities issuable upon the exercise thereof, and not
with any present intention of distributing any of the same. The holder of this
Warrant further represents, by acceptance hereof, that, as of this date, such
holder is an "ACCREDITED INVESTOR" as such term is defined in Rule 501(a)(1) of
Regulation D promulgated by the Securities and Exchange Commission under the
Securities Act (an "ACCREDITED INVESTOR"). Upon exercise of this Warrant, the
holder shall, if requested by the Company, confirm in writing, in a form
satisfactory to the Company, that the Warrant Shares so purchased are being
acquired solely for the holder's own account and not as a nominee for any other
party, for investment, and not with a view toward distribution or resale and
that such holder is an Accredited Investor. If such holder cannot make such
representations because they would be factually incorrect, it shall be a
condition to such holder's exercise of the Warrant that the Company receive such
other representations as the Company considers reasonably necessary to assure
the Company that the issuance of its securities upon exercise of the Warrant
shall not violate any United States or state securities laws.

          Section 7. Ownership and Transfer.

               (a) The Company shall maintain at its principal executive offices
          (or such other office or agency of the Company as it may designate by
          notice to the holder hereof), a register for this Warrant, in which
          the Company shall record the name and address of the person in whose
          name this Warrant has been issued, as well as the name and address of
          each transferee. The Company may treat the person in whose name any
          Warrant is registered on the register as the owner and holder thereof
          for all purposes, notwithstanding any notice to the contrary, but in
          all events recognizing any transfers made in accordance with the terms
          of this Warrant.

               (b) This Warrant and the rights granted to the holder hereof are
          transferable, in whole or in part, upon surrender of this Warrant,
          together with a properly executed warrant power in the form of Exhibit
          B attached hereto; provided, however, that any transfer or assignment
          shall be subject to the conditions set forth in Section 7(c) below.

               (c) The holder of this Warrant understands that this Warrant has
          not been and is not expected to be, registered under the Securities
          Act or any state securities laws, and may not be offered for sale,
          sold, assigned or transferred unless (a) subsequently registered
          thereunder, or (b) such holder shall have delivered to the Company an
          opinion of counsel, reasonably satisfactory in form, scope and
          substance to the Company, to the effect that the securities to be
          sold, assigned or transferred may be sold, assigned or transferred
          pursuant to an exemption from such registration; (i) any sale of such
          securities made in reliance on Rule 144 promulgated under the
          Securities Act may be made only in accordance with the terms of said
          Rule and further, if said Rule is not applicable, any resale of such
          securities under circumstances in which the seller (or the person
          through whom the sale is made) may be deemed to be an underwriter (as
          that term is defined in the Securities Act) may require compliance
          with some other exemption under the Securities Act or the rules and
          regulations of the Securities and Exchange Commission thereunder; and
          (ii)


<PAGE>   7

          neither the Company nor any other person is under any obligation to
          register the Deebenture Share Warrants under the Securities Act or any
          state securities laws or to comply with the terms and conditions of
          any exemption thereunder.

               (d) The Company is obligated to register the Warrant Shares for
          resale under the Securities Act pursuant to the Placement Agency
          Agreement dated as of June 12, 2000, between the Company and the
          Agent. The initial Holder of this Warrant (and certain assignees
          thereof) shall be entitled to the rights and remedies of the
          Registration Rights Agreement for the inclusion of such Warrant Shares
          in the Registration Statement to be filed by the Company pursuant to
          the Registration Rights Agreement dated as of June 12, 2000, between
          and among the Company and the Buyers listed in the signature page
          hereto (the "REGISTRATION RIGHTS AGREEMENT").

          Section 8. Adjustment of Warrant Exercise Price. In order to prevent
          dilution of the rights granted under this Warrant, the Warrant
          Exercise Price shall be adjusted from time to time as follows:

               (a) Adjustment of Warrant Exercise Price upon Subdivision or
          Combination of Common Stock. If the Company at any time after the date
          of issuance of this Warrant, subdivides (by any stock split, stock
          dividend, recapitalization or otherwise) one or more classes of its
          outstanding shares of Common Stock into a greater number of shares,
          the Warrant Exercise Price in effect immediately prior to such
          subdivision will be proportionately reduced and the number of shares
          of Common Stock obtainable upon exercise of this Warrant will be
          proportionately increased. If the Company at any time after the date
          of issuance of this Warrant combines (by combination, reverse stock
          split or otherwise) one or more classes of its outstanding shares of
          Common Stock into a smaller number of shares, the Warrant Exercise
          Price in effect immediately prior to such combination will be
          proportionately increased and the number of shares of Common Stock
          obtainable upon exercise of this Warrant will be proportionately
          decreased.

               (b) Reorganization, Reclassification, Consolidation, Merger or
          Sale. Any recapitalization, reorganization, reclassification,
          consolidation, merger, sale of all or substantially all of the
          Company's assets to another Person (as defined below) or other similar
          transaction which is effected in such a way that holders of Common
          Stock are entitled to receive (either directly or upon subsequent
          liquidation) stock, securities or assets with respect to or in
          exchange for Common Stock is referred to herein as "ORGANIC CHANGE."
          Prior to the consummation of any Organic Change, the Company will make
          appropriate provision (in form and substance satisfactory to the
          holders of the Share Warrants representing a majority of the shares of
          Common Stock issuable upon exercise of such Share Warrants then
          outstanding) to insure that each of the holders of the Share Warrants
          will thereafter have the right to acquire and receive in lieu of or in
          addition to (as the case may be) the shares of Common Stock
          immediately theretofore acquirable and receivable upon the exercise of
          such holder's Share Warrants, such shares of stock, securities or
          assets as may be issued or payable with respect to or in exchange for
          the number of shares of Common Stock immediately theretofore
          acquirable and receivable upon the exercise of such holder's Share
          Warrants had such Organic Change not taken place. In any such case,
          the Company will make appropriate provision (in form and substance
          satisfactory to the holders of the Share Warrants representing a
          majority of the shares of Common Stock issuable upon exercise of such
          Share Warrants then outstanding) with respect to such holders' rights
          and interests to insure that the provisions of this Section 8 and
          Section 9 below will thereafter be applicable to the Share Warrants.
          The Company will not effect any such consolidation, merger or sale,
          unless prior to the consummation thereof, the successor entity (if
          other than the Company) resulting from consolidation or merger or the
          entity purchasing such assets assumes,


<PAGE>   8

          by written instrument (in form and substance satisfactory to the
          holders of Share Warrants representing a majority of shares of Common
          Stock issuable upon exercise of the Share Warrants then outstanding),
          the obligation to deliver to each holder of Share Warrants such shares
          of stock, securities or assets as, in accordance with the foregoing
          provisions, such holder may be entitled to acquire.

               (c) Notices.

                    (i) Immediately upon any adjustment of the Warrant Exercise
               Price, the Company will give written notice thereof to the holder
               of this Warrant, setting forth in reasonable detail and
               certifying the calculation of such adjustment.

                    (ii) The Company will give written notice to the holder of
               this Warrant at least twenty (20) days prior to the date on which
               the Company closes its books or takes a record (A) with respect
               to any dividend or distribution upon the Common Stock, (B) with
               respect to any pro rata subscription offer to holders of Common
               Stock or (C) for determining rights to vote with respect to any
               Organic Change, dissolution or liquidation, except that in no
               event shall such notice be provided to such holder prior to such
               information being made known to the public.

                    (iii) The Company will also give written notice to the
               holder of this Warrant at least twenty (20) days prior to the
               date on which any Organic Change, dissolution or liquidation will
               take place.

          Section 9. Purchase Rights. If at any time the Company grants, issues
or sells any Options, Convertible Securities or rights to purchase stock,
warrants, securities or other property pro rata to the record holders of any
class of Common Stock (the "PURCHASE RIGHTS"), then the holder of this Warrant
will be entitled to acquire, upon the terms applicable to such Purchase Rights,
the aggregate Purchase Rights which such holder could have acquired if such
holder had held the number of shares of Common Stock acquirable upon complete
exercise of this Warrant immediately before the date on which a record is taken
for the grant, issuance or sale of such Purchase Rights, or, if no such record
is taken, the date as of which the record holders of Common Stock are to be
determined for the grant, issue or sale of such Purchase Rights.

          Section 10. Lost, Stolen, Mutilated or Destroyed Warrant. If this
Warrant is lost, stolen, mutilated or destroyed, the Company shall, on receipt
of an indemnification undertaking, issue a new Warrant of like denomination and
tenor as the Warrant so lost, stolen, mutilated or destroyed.

          Section 11. Notice. Any notices, consents, waivers, or other
communications required or permitted to be given under the terms of this Warrant
must be in writing and will be deemed to have been delivered (i) upon receipt,
when delivered personally; (ii) upon receipt, when sent by facsimile, provided a
copy is mailed by U.S. certified mail, return receipt requested; (iii) three (3)
days after being sent by U.S. certified mail, return receipt requested; or (iv)
one (1) day after deposit with a nationally recognized overnight delivery
service, in each case properly addressed to the party to receive the same. The
addresses and facsimile numbers for such communications shall be:

                  If to the Company:        Popmail.com, Inc.
                                            Suite 350
                                            1333 Corporate Drive


<PAGE>   9

                                            Irving, Texas 75038
                                            Facsimile Number: (972) 550-5581


               If to a holder of this Warrant, to it at the address set forth
               below such holder's signature on the signature page hereof.

Each party shall provide five (5) days' prior written notice to the other party
of any change in address or facsimile number.

          Section 12. Miscellaneous. This Warrant and any term hereof may be
changed, waived, discharged, or terminated only by an instrument in writing
signed by the party or holder hereof against which enforcement of such change,
waiver, discharge or termination is sought. The headings in this Warrant are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof. This Warrant shall be governed by and interpreted under the laws
of the State of New York.

          Section 13. Date. The date of this Warrant is as of June 12, 2000.
This Warrant, in all events, shall be wholly void and of no effect after the
close of business on the Expiration Date, except that notwithstanding any other
provisions hereof, the provisions of Section 7 shall continue in full force and
effect after such date as to any Warrant Shares or other securities issued upon
the exercise of this Warrant.

                                     * * * *

                               POPMAIL.COM, INC.



                               By:
                                  --------------------------------------------
                               Name:
                                    ------------------------------------------
                                    President and Chief Executive Officer
ACCEPTED:

J.P. CAREY SECURITIES, INC.

By:
    --------------------------
Name:
      ------------------------
Title:
       -----------------------


<PAGE>   10



                              EXHIBIT A TO WARRANT

                                SUBSCRIPTION FORM

        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                                POPMAIL.COM, INC.

         The undersigned hereby exercises the right to purchase the number of
Warrant Shares covered by this Warrant specified below according to the
conditions thereof and herewith makes payment therefor in the amount of
$                    , the Aggregate Exercise Price of such Warrant Shares in
full, and requests that such Warrant Shares be issued in the name of:

                                    [HOLDER]

Dated:
      ------------------
                                    By:
                                       -----------------------------------------
                                                          Name:
                                       -----------------------------------------
                                                          Title:
                                       -----------------------------------------
                                       Address
                                              ----------------------------------

                                       -----------------------------------------

                                    Number of Warrant Shares
                                    Being Purchased:
                                                     -----------------------


<PAGE>   11


                              EXHIBIT B TO WARRANT

                              FORM OF WARRANT POWER

FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to
                                                                Federal
Identification No.                   , a warrant to purchase
shares of the capital stock of POPMAIL.COM, INC., a Nevada corporation,
represented by warrant certificate No.         , standing in the name of the
undersigned on the books of said corporation. The undersigned does hereby
irrevocably constitute and appoint                                           ,
attorney to transfer the warrants of said corporation, with full power of
substitution in the premises.


Dated:
      --------------------------------     -------------------------------------

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

<PAGE>   12


                                    EXHIBIT C

                         FORM OF COMPANY COUNSEL OPINION


Attached hereto.