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                                                                    EXHIBIT 4.22

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. HT-1                                          Minneapolis, Minnesota
                                                                December 6, 1999

         This certifies that, for value received, HAL TAYLOR, or his successors
or assigns ("Holder") is entitled to purchase from PopMail.com, inc. (the
"Company") Eighty Thousand (80,000) fully paid and nonassessable shares (the
"Shares") of the Company's Common Stock, $.01 par value (the "Common Stock") at
an exercise price of $1.25 per share (the "Exercise Price"), subject to
adjustment as herein provided. This Warrant may be exercised by Holder at any
time, provided that Holder shall in no event have the right to exercise this
Warrant or any portion thereof later than the fifth (5th) anniversary of the
date hereof, at which time this Warrant shall expire.

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

         1. Exercise of Warrants. The Exercise Price may be paid in cash or by
check to the order of the Company, or any combination of cash or check, subject
to adjustment as provided in Section 4 hereof. Upon surrender of the Warrant
Certificate with the annexed Form of Election to Purchase duly executed,
together with payment of the Exercise Price (as hereinafter defined) for the
Shares purchased, at the Company's executive offices currently located at Suite
112, 4801 West 81st Street Bloomington, MN 55437, the registered Holder shall be
entitled to receive a certificate or certificates for the Shares so purchased.
The purchase rights represented by each Warrant Certificate are exercisable at
the option of the Holder hereof, in whole or in part (but not as to fractional
shares of the Common Stock). In the case of the purchase of less than all the
Shares purchasable under any Warrant Certificate, the Company shall cancel said
Warrant Certificate upon the surrender thereof and shall execute and deliver a
new Warrant Certificate of like tenor for the balance of the Shares purchasable
thereunder.

         2. Transferability of this Warrant. This Warrant is issued upon the
following terms, to which 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.

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                  c. The Warrant may not be transferred, and the Shares
         underlying this Warrant 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 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. 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

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         (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 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 this 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 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 this 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 Warrant) 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 Warrant as if the Warrant had been exercised immediately prior
         to such capital reorganization, reclassification of capital stock, such
         consolidation, merger, sale, conveyance, lease or other transfer and
         the Holder 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 the Holder
         such shares of stock, securities, cash or property as in accordance
         with the foregoing provisions such Holder shall be entitled to
         purchase.

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

         7. 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 Holder.

         8. 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  Thomas W. Orr
                                Its   CFO



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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)

                                    ___________________________________________
                                    ___________________________________________
                                    (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)

                                    ___________________________________________
                                    ___________________________________________
                                    (Address)