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                                                                    Exhibit 4.12

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. GW-2                                          Bloomington, Minnesota
                                                              September 28, 1999

         This certifies that, for value received, GABRIEL WISDOM, or his
successors or assigns ("Holder") is entitled to purchase from PopMail.com, inc.
(the "Company") Seventy Thousand (70,000) fully paid and nonassessable shares
(the "Shares") of the Company's Common Stock, $.01 par value (the "Common
Stock") at an exercise price of $3.00 per share (the "Exercise Price"), subject
to adjustment as herein provided. This Warrant may be exercised by Holder at any
time after the two (2) year anniversary of the date hereof; provided that,
Holder may exercise this Warrant prior to such two (2) year anniversary with the
prior written consent of the Company or upon a Change of Control (as hereinafter
defined). 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. For the purposes of this Warrant,
"Change of Control" shall mean the sale in one or more private transactions of
fifty percent (50%) or more of the outstanding shares of the Company's Common
Stock.

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

         1.        Exercise of Warrant. 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.

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         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.

                   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


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         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 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 the 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


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         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.

         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.        Registration Rights.

                   a.   Piggyback Registration Rights. If the Company, at any
         time after eighteen months from the issuance of this Warrant, shall
         propose to file any registration statement (other than any registration
         on Form S-4, S-8 or any other similarly inappropriate form, or any
         successor forms thereto) under the 1933 Act covering a public offering
         of the Company's Common Stock, it will notify the Holder hereof at
         least thirty (30) days prior to each such filing and will use its best
         efforts to include in the Registration Statement (to the extent
         permitted by applicable regulation), the Common Stock purchased or
         purchasable by the Holder upon the exercise of the Warrant to the
         extent requested by the Holder hereof within twenty (20) days after
         receipt of notice of such filing (which request shall specify the
         interest in this Warrant or the Warrant Shares intended to be sold or
         disposed of by such Holder and describe the nature of any proposed sale
         or other disposition thereof); provided, however, that if a greater
         number of Warrants and Warrant Shares is offered for participation in
         the proposed offering than in the reasonable opinion of the managing
         underwriter of the proposed offering can be accommodated without
         adversely affecting the proposed offering, then the amount of Warrant
         and Warrant Shares proposed to be offered by such Holders for
         registration, as well as the number of securities of any other selling
         shareholders participating in the registration, shall be
         proportionately reduced to a number deemed satisfactory by the managing
         underwriter. The Company shall bear all expenses and fees incurred in
         connection with the preparation, filing, and amendment of the
         Registration Statement with the Commission, except that the Holder
         shall pay all fees, disbursements and expenses of any counsel or expert
         retained by the Holder and all underwriting discounts and commissions,
         filing fees and any transfer or other taxes relating to the Shares
         included in the Registration Statement. The Holder of this Warrant
         agrees to cooperate with the Company in the preparation and filing of
         any Registration Statement, and in the furnishing of information
         concerning the Holder for inclusion therein, or in any efforts by the
         Company to establish that the proposed sale is exempt under the 1933
         Act as to any proposed distribution.


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                   b.   Demand Registration Rights. On a one-time basis only,
         during the three year period commencing two years after the date of
         this Warrant, upon request by the Holder and of any Shares, the Company
         will promptly take all necessary steps to register or qualify, under
         the 1933 Act and the securities laws of such states as the holders may
         reasonably request, such number of Shares issued and to be issued upon
         conversion of the Warrants requested by such holders in their request
         to the Company. The Company shall keep effective and maintain any
         registration, qualification, notification, or approval specified in
         this section for such period as may be reasonably necessary for the
         Holder of the Warrant and/or the Shares to dispose thereof and from
         time to time shall amend or supplement the prospectus used in
         connection therewith to the extent necessary in order to comply with
         applicable law.

         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 Holder.

         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)


                                       -----------------------------------
                                       -----------------------------------
                                       (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)