Exhibit 4.52

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 pursuant to
(a)  an effective registration statement under the Securities Act and any
applicable Blue Sky Laws or (b) 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.



WARRANT TO PURCHASE SHARES OF COMMON STOCK

OF POPMAIL.COM, INC.



Warrant No. JB-1	Irving, Texas

December 8, 2000



This certifies that, for value received, JBII Corporation, a
Delaware corporation, or its successors or assigns ("Holder"), is
entitled to purchase from PopMail.com, Inc. (the "Company") eight
hundred forty thousand (840,000) 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 March 15, 2002 (the "Warrant Exercise Period"), at an
exercise price of $0.01 per share (the "Exercise Price"), subject to
adjustment as herein provided.  All cash proceeds in excess of $300,000
generated by Holder upon sale or transfer of the Shares (net of any and all
reasonable costs, expenses, and obligations incurred by Holder in enforcing its
rights under this Warrant, exercising this Warrant, or selling or transferring
the Shares, including but not limited to any taxes, discounts, commissions, and
attorneys' fees), shall be remitted by Holder to the Company.



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







(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), during the Warrant Exercise
Period by the surrender of this Warrant (properly endorsed, if required, at the
Company's principal office in Irving, Texas, 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 the Company 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.



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 portion of the Warrant to be exercised
on the date that the Warrant shall have been surrendered (determined by
subtracting the aggregate exercise price in effect on the Exercise Date for the
number of Shares to be purchased upon exercise from the aggregate Fair Market
Value (hereinafter defined) for such 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 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.	Representations and Warranties of the
Company.   All corporate action on the part of the Company, its
officers, directors and shareholders necessary for the authorization, sale,
issuance and delivery of the Warrant, the Shares issuable on conversion or
exercise thereof, and the performance of all obligations of the Company
hereunder and thereunder has been taken or will be taken prior to the delivery
of this Warrant.  The execution and delivery of this Warrant, the consummation
of the transactions herein contemplated, and the compliance with the terms and
provisions of this Warrant do not and will not conflict with, or result in the
breach of, or constitute a default or an event permitting acceleration under,
the Articles of Incorporation or Bylaws of the Company, or any stock purchase
agreement, shareholder agreement, note, bank loan, credit agreement, license,
lease, or any other agreement, understanding, instrument, judgment, decree,
order, statute, rule, or regulation to which the Company is a party or by which
it is bound.  The Warrant, when executed and delivered by the Company, shall
constitute valid and legally binding obligations of the Company, enforceable
against the Company in accordance with their terms except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, and other laws of general application affecting enforcement of
creditors' rights generally, as limited by laws relating to the availability of
specific performance, injunctive relief, or other equitable remedies.

3.	Transferability of this Warrant.  This Warrant
is issued upon the following terms, to which the Holder consents and agrees:



(a)	Other than any sale, pledge, or transfer to Vignette
Corporation or any sale, pledge, or transfer to a third  party approved in
writing by Vignette Corporation, Holder shall not sell or transfer this Warrant,
or the Shares issuable upon exercise of this Warrant, earlier than March 15,
2001, without the consent of the Company, which consent shall not be
unreasonably withheld.



(b)	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, provided, that upon five days of
receipt by the Company of a notice that the Warrant has been transferred to
Vignette Corporation, the Company shall effect such transfer on its books and
records.



(c)	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.



(d)	If a registration statement is not effective with
respect to the Warrant or the Shares, as the case may be, prior to making any
disposition of this Warrant or of any of the Shares underlying this Warrant, the
Holder will give written notice to the Company describing the manner of any such
proposed disposition.  In such event, the Warrant may not be transferred, and
the Shares 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.  By accepting this Warrant, the Holder agrees to act in
accordance with any conditions reasonably imposed on such transfer by such
opinion of counsel.



(e)	Neither this issuance of this Warrant nor the issuance
of the Shares underlying this Warrant have been registered under the Securities
Act.



4.	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 required 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.



5.	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 shares of
Common Stock by reclassification or otherwise and other than a combination of
shares provided for in Section 5(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.



6.	No Rights as Shareholders.  This Warrant shall
not entitle the Holder as such to any voting rights or other rights as a
stockholder of the Company.



7.	Registration Rights. If the Company shall
propose to file any registration statement (other than any registration
statement 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 (including Common Stock held by shareholders of the
Company), including without limitation the registration statement the Company
was preparing, as of November 30, 2000, on Form S-3, it shall 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.  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.
Except as provided above, all attorneys' fees and expenses incurred by the
Holder in enforcing its registration rights set forth in this Section 7 shall be
paid by the Company.



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



9.	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.



10.	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 its address set forth on the records of the Company, with a
copy to Vignette Corporation, 901 S. Mopac, Building III, Austin, Texas  78746,
Attn: General Counsel; or if sent to the Company shall be mailed, delivered, or
telefaxed and confirmed to PopMail.com, Inc., 1333 Corporate Drive # 350,
Irving, TX  75038 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:________________________________



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)



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