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                                                                   EXHIBIT 4.9

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.                                              Bloomington, Minnesota
            ----                                                         , 1999
                                                         ----------------
         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
                , 2004, at an exercise price of $0.75 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.

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                  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 (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. 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

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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 (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 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

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         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. Registration Rights. If at any time after April 1, 2000, and prior
to the fifth anniversary of the date hereof, the Company 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 (a
"Registration Statement"), 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

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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 keep the Registration Statement
effective and current until the earlier to occur of (i) the date all the Shares
are sold, (ii) the date all of the Shares may be sold under Rule 144(k) under
the Securities Act or (iii) the expiration date of this Warrant. 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.

         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:  /s/ Thomas W. Orr
                                     -----------------------------------
                                Its: Chief Financial Officer
                                     -----------------------------------

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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)



                                      X X X



                                 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 PopMail.com, inc.
with full power of substitution in the premises.

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

                                        ------------------------------------
                                        (Signature)


                                        ------------------------------------
                                        ------------------------------------
                                        (Address)





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