**Exhibit 4.5**The Warrant and the securities issuable upon exercise of this Warrant (the"Securities") have not been registered under the Securities Act of1933 (the "Securities Act") or under any state securities or Blue Skylaws ("Blue Sky Laws").  No transfer, sale, assignment, pledge,hypothecation or other disposition of this Warrant or the Securities or anyinterest therein may be made except (a) pursuant to an effective registrationstatement under the Securities Act and any applicable Blue Sky Laws or (b) ifthe Company has been furnished with both an opinion of counsel for the holder,which opinion and counsel shall be reasonably satisfactory to the Company, tothe effect that no registration is required because of the availability of anexemption from registration under the Securities Act and applicable Blue SkyLaws, and assurances that the transfer, sale, assignment, pledge, hypothecationor other disposition will be made only in compliance with the conditions of anysuch registration or exemption.****WARRANT TO PURCHASE SHARES OF COMMON STOCK

OF POPMAIL.COM, INC.****Warrant No. JJB-2	Irving, Texas

	February 29, 2000

This certifies that, for value received, J. JEFFREY BRAUSCH & COMPANY, orits successors or assigns (AHolder@) is entitled to purchase from PopMail.com,Inc. (the ACompany@) One Hundred Fifty Thousand (150,000) fully paid andnonassessable shares (the AShares@) of the Company=s Common Stock, $.01 parvalue (the ACommon Stock@), at any time and from time to time from the datehereof until April 20, 2004, at an exercise price of $0.75 per share (theAExercise Price@), subject to adjustment as herein provided.

This Warrant is subject to the following provisions, terms andconditions:

1.	Exercise ofWarrant.  The rights represented by this Warrant may be exercised by theHolder, 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 theCompany=s principal office in Irving, Texas, or such other office or agency ofthe Company as the Company may designate by notice in writing to the Holder atthe address of such Holder appearing on the books of the Company at any timewithin the period above named), and upon payment to it by certified check, bankdraft or cash of the purchase price for such Shares.  The Company agrees thatthe Shares so purchased shall have and are deemed to be issued to the Holder asthe record owner of such Shares as of the close of business on the date on whichthis Warrant shall have been surrendered and payment made for such Shares asaforesaid.  Certificates for the Shares of Common Stock so purchased shall bedelivered 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 ofShares, if any, with respect to which this Warrant shall not then have beenexercised shall also be delivered to the Holder within such time.  The Companymay require that any such new Warrant or any certificate for Shares purchasedupon the exercise hereof bear a legend substantially similar to that which iscontained on the face of this Warrant.
2.	Transferability of this Warrant.  This Warrant is issuedupon the following terms, to which each Holder consents and agrees:
a.	Until thisWarrant is transferred on the books of the Company, the Company will treat theHolder of this Warrant registered as such on the books of the Company as theabsolute owner hereof for all purposes without being affected by any notice tothe contrary.
b.	This Warrant maynot be exercised, and this Warrant and the Shares underlying this Warrant shallnot be transferable, except in compliance with all applicable state and federalsecurities laws, regulations and orders, and with all other applicable laws,regulations and orders.
c.	The Warrant maynot be transferred, and the Shares underlying this Warrant may not betransferred, without the Holder obtaining an opinion of counsel satisfactory inform and substance to the Company=s counsel stating that the proposedtransaction will not result in a prohibited transaction under the Securities Actof 1933, as amended (ASecurities Act@), and applicable Blue Sky laws.  Byaccepting this Warrant, the Holder agrees to act in accordance with anyconditions reasonably imposed on such transfer by such opinion of counsel.
d.	Neither thisissuance of this Warrant nor the issuance of the Shares underlying this Warranthave been registered under the Securities Act.
3.	CertainCovenants of the Company.  The Company covenants and agrees that all Shareswhich 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 dulyauthorized and issued, fully paid and nonassessable and free from all taxes,liens and charges with respect to the issue hereof, except those that may becreated by or imposed upon the Holder or its property, and without limiting thegenerality of the foregoing, the Company covenants and agrees that it will fromtime to time take all such actions as may be requisite to assure that the parvalue per share of the Common Stock is at all times equal to or less than theeffective purchase price per share of the Common Stock issuable pursuant to thisWarrant.  The Company further covenants and agrees that during the period withinwhich the rights represented by this Warrant may be exercised, the Company willat all times have authorized and reserved free of preemptive or other rights forthe exclusive purpose of issue upon exercise of the purchase rights evidenced bythis Warrant, a sufficient number of shares of its Common Stock to provide forthe exercise of the rights represented by this Warrant.
4.	Adjustment ofExercise Price and Number of Shares.  The Exercise Price and number ofShares are subject to the following adjustments:
a.	Adjustment ofExercise Price for Stock Dividend, Stock Split or Stock Combination.   Inthe event that (i) any dividends on any class of stock of the Company payable inCommon Stock or securities convertible into or exercisable for Common Stock(ACommon Stock Equivalents@) shall be paid by the Company, (ii) the Companyshall subdivide its then outstanding shares of Common Stock into a greaternumber of shares, or (iii) the Company shall combine its outstanding shares ofCommon Stock, by reclassification or otherwise, then, in any such event, theExercise Price in effect immediately prior to such event shall (until adjustedagain pursuant hereto) be adjusted immediately after such event to a price(calculated to the nearest full cent) determined by dividing (a) the number ofshares of Common Stock outstanding immediately prior to such event, multipliedby the then existing Exercise Price, by (b) the total number of shares of CommonStock outstanding immediately after such event, and the resulting quotient shallbe the adjusted Exercise Price per share.  No adjustment of the Exercise Priceshall be made if the amount of such adjustment shall be less than $.05 pershare, but in such case any adjustment that would otherwise be required then tobe made shall be carried forward and shall be made at the time and together withthe next subsequent adjustment which, together with any adjustment oradjustments so carried forward, shall amount to not less than $.05 pershare.
b.	Adjustment ofNumber of Shares Purchasable on Exercise of Warrants.  Upon each adjustmentof the Exercise Price pursuant to this Section, the Holder shall thereafter(until another such adjustment) be entitled to purchase at the adjusted ExercisePrice the number of shares, calculated to the nearest full share, obtained bymultiplying the number of shares specified in such Warrant (as adjusted as aresult of all adjustments in the Exercise Price in effect prior to suchadjustment) by the Exercise Price in effect prior to such adjustment anddividing the product so obtained by the adjusted Exercise Price.
c.	Notice as toAdjustment.  Upon any adjustment of the Exercise Price and any increase ordecrease in the number of shares of Common Stock purchasable upon the exerciseof the Warrant, then, and in each such case, the Company within thirty (30) daysthereafter shall give written notice thereof, by first class mail, postageprepaid, addressed to each Holder as shown on the books of the Company, whichnotice shall state the adjusted Exercise Price and the increased or decreasednumber of shares purchasable upon the exercise of the Warrants, and shall setforth in reasonable detail the method of calculation and the facts upon whichsuch calculation is based.
d.	Effect ofReorganization, Reclassification, Merger, etc.  If at any time while anyWarrant is outstanding there should be any capital reorganization of the capitalstock of the Company (other than the issuance of any shares of Common Stock insubdivision of outstanding shares of Common Stock by reclassification orotherwise 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 orsubstantially all of its property to any other corporation, which is effected insuch a manner that the holders of Common Stock shall be entitled to receivecash, stock, securities, or assets with respect to or in exchange for CommonStock, then, as a part of such transaction, lawful provision shall be made sothat each Holder shall have the right thereafter to receive, upon the exercisehereof, the number of shares of stock or other securities or property of theCompany, or of the successor corporation resulting from such consolidation ormerger, or of the corporation to which the property of the Company has beensold, conveyed, leased or otherwise transferred, as the case may be, which theHolder 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 tosuch 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 Sharesissuable upon the exercise of the Warrants) to the end that the provisions setforth herein shall thereafter be applicable, as near as reasonably may be, inrelation to any shares or other property thereafter deliverable upon theexercise of the Warrants as if the Warrants had been exercised immediately priorto such capital reorganization, reclassification of capital stock, suchconsolidation, merger, sale, conveyance, lease or other transfer and the WarrantHolders had carried out the terms of the exchange as provided for by suchcapital reorganization, consolidation or merger.  The Company shall not effectany such capital reorganization, consolidation, merger or transfer unless, uponor prior to the consummation thereof, the successor corporation or thecorporation to which the property of the Company has been sold, conveyed, leasedor otherwise transferred shall assume by written instrument the obligation todeliver to each Holder such shares of stock, securities, cash or property as inaccordance with the foregoing provisions such Holder shall be entitled topurchase.
5.	No Rights asStockholders.  This Warrant shall not entitle the Holder as such to anyvoting rights or other rights as a stockholder of the Company.
6.	RegistrationRights.  If at any time on or after October 1, 1999, the Company shallpropose to file any registration statement (other than any registration on FormS-4, S-8 or any other similarly inappropriate form, or any successor formsthereto) under the 1933 Act covering a public offering of the Company's CommonStock, it will notify the Holder hereof at least thirty (30) days prior to eachsuch filing and will use its best efforts to include in the RegistrationStatement (to the extent permitted by applicable regulation), the Common Stockpurchased or purchasable by the Holder upon the exercise of the Warrant to theextent requested by the Holder hereof within twenty (20) days after receipt ofnotice of such filing (which request shall specify the interest in this Warrantor the Warrant Shares intended to be sold or disposed of by such Holder anddescribe the nature of any proposed sale or other disposition thereof);provided, however, that if a greater number of Warrants and Warrant Shares isoffered for participation in the proposed offering than in the reasonableopinion of the managing underwriter of the proposed offering can be accommodatedwithout adversely affecting the proposed offering, then the amount of Warrantand Warrant Shares proposed to be offered by such Holders for registration, aswell as the number of securities of any other selling shareholders participatingin the registration, shall be proportionately reduced to a number deemedsatisfactory by the managing underwriter.  The Company shall bear all expensesand fees incurred in connection with the preparation, filing, and amendment ofthe Registration Statement with the Commission, except that the Holder shall payall fees, disbursements and expenses of any counsel or expert retained by theHolder and all underwriting discounts and commissions, filing fees and anytransfer or other taxes relating to the Shares included in the RegistrationStatement.   The Holder of this Warrant agrees to cooperate with the Company inthe preparation and filing of any Registration Statement, and in the furnishingof information concerning the Holder for inclusion therein, or in any efforts bythe Company to establish that the proposed sale is exempt under the 1933 Act asto any proposed distribution.
7.	GoverningLaw.  This Warrant shall be governed by and construed in accordance with thelaws of the State of Minnesota.
8.	Amendmentsand Waivers.  The provisions of this Warrant may not be amended, modified orsupplemented, and waiver or consents to departures from the provisions hereofmay not be given, unless the Company agrees in writing and has obtained thewritten consent of the Holders.
9.	Notices.All notices or communications hereunder, except as herein otherwise specificallyprovided, 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 setforth on the records of the Company; or if sent to the Company shall be mailed,delivered, or telefaxed and confirmed to PopMail.com, Inc., 1333 CorporateDrive, Suite 350, Irving, TX   75038 or to such other address as the Company orthe Holder shall notify the other as provided in this Section.
IN WITNESS WHEREOF, PopMail.com, Inc. has caused this Warrant to be signed byits duly authorized officer in the date set forth above.

PopMail.com, Inc.

 

______________________

Stephen D. King

Chairman of the Board
**SUBSCRIPTION FORM**
To be signed only upon exercise of Warrant.

The undersigned, the holder of the within Warrant, hereby irrevocably electsto exercise the purchase right represented by such Warrant for, and to purchasethereunder, ____________________ of the shares of Common Stock of PopMail.com,Inc. (the AShares@)  to which such Warrant relates and herewith makes payment of$_____________ therefor in cash, certified check or bank draft and requests thata certificate evidencing the Shares be delivered to,_______________________________, the address for whom is set forth below thesignature 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 CommonStock 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)****