**Exhibit 4.18**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. MCP-8							          		Irving, Texas

May 22, 2000

	This certifies that, for value received, BARRY GROSS, orhis successors or assigns ("Holder") is entitled to purchase fromPopMail.com, inc. (the "Company") Eighty Thousand (80,000) fully paidand nonassessable shares (the "Shares") of the Company's Common Stock,$.01 par value (the "Common Stock"), at any time during the period(the "Warrant Exercise Period") and at the exercise prices (the"Exercise Prices") set forth in Section 1, subject to adjustment asherein provided. 

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

Vesting of Warrant Shares
. Holder's rights topurchase the Shares under this Warrant are exercisable only to the extent thatall, or any portion thereof, has vested in the Holder. The Warrant shall vest inthree lots, as provided below, until fully vested:

	
Lot 1
. Warrants to purchase 30,000 Sharesat an Exercise Price of $1.62 per Share shall vest immediately.

	
Lot 2
. Warrants to purchase 30,000 Shares atan Exercise Price of $4.00 per Share shall vest immediately.

	
Lot 3
.  Warrants to purchase 20,000 Shares atan Exercise Price of $5.00 per Share shall vest when the closing price per shareof the Company's Common Stock is at or above $5.00 for ten (10) consecutivetrading days.

Notwithstanding anything to the contrary contained herein, if the lotsdescribed in subsections (a), (b) and (c), above, have not vested by July 31,2000, then all rights with respect to such lots shall lapse. To the extentvested, this Warrant may be exercised, in part or in full, at any time prior toOctober 12, 2004.

2.	Exercise of Warrant.  

a.	Exercise for Cash.  The rights represented by this Warrantmay be exercised by the Holder, in whole or in part (but not as to a fractionalshare of Common Stock), by the surrender of this Warrant (properly endorsed, ifrequired, at the Company's principal office in Irving, Texas, or such otheroffice or agency of the Company as the Company may designate by notice inwriting to the Holder at the address of such Holder appearing on the books ofthe Company at any time within the period above named), and upon payment to itby 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 beissued to the Holder as the record owner of such Shares as of the close ofbusiness on the date on which this Warrant shall have been surrendered andpayment made for such Shares as aforesaid.  Certificates for the Shares ofCommon Stock so purchased shall be delivered to the Holder within a reasonabletime, not exceeding ten (10) days, after the rights represented by this Warrantshall have been so exercised, and, unless this Warrant has expired, a newWarrant representing the number of Shares, if any, with respect to which thisWarrant shall not then have been exercised shall also be delivered to the Holderwithin such time.  The Company may require that any such new Warrant or anycertificate for Shares purchased upon the exercise hereof bear a legendsubstantially similar to that which is contained on the face of thisWarrant.
b.	Cashless Exercise.  Upon receipt of a notice of cashlessexercise, the Company shall deliver to the Holder (without payment by the Holderof any exercise price) that number of Shares that is equal to the quotientobtained by dividing (x) the value of the Warrant on the date that the Warrantshall have been surrendered (determined by subtracting the aggregate exerciseprice for the Shares in effect on the Exercise Date from the aggregate FairMarket Value (hereinafter defined) for the Shares by (y) the Fair Market Valueof one share of Common Stock.  A notice of Acashless exercise@ shall state thenumber of Shares as to which the Warrant is being exercised.  AFair MarketValue@ for purposes of this Section (b) shall mean the average of the CommonStock closing prices reported by the principal exchange on which the CommonStock is traded, or the last sale prices as reported by the National Associationof Securities Dealers, Inc. Automated Quotation System (ANasdaq@) NationalMarket or SmallCap Market, as the case may be, for the ten (10) business daysimmediately preceding the Exercise Date or, in the event no public market shallexist for the Common Stock at the time of such cashless exercise, Fair MarketValue shall mean the fair market value of the Common Stock as the same shall bedetermined in the good faith discretion of the Board of Directors, after fullconsideration of all factors then deemed relevant by such Board in establishingsuch value, including by way of illustration and not limitation, the per sharepurchase price of Common Stock or per security convertible into one share ofCommon Stock of the most recent sale of shares of Common Stock or securitiesconvertible into Common Stock by the Company after the date hereof all asevidenced by the vote of a majority of the directors then in office. 
2.	Transferability of this Warrant.  This Warrantis issued upon the following terms, to which each Holder consents andagrees:

	Until this Warrant is transferred on the books of theCompany, the Company will treat the Holder of this Warrant registered as such onthe books of the Company as the absolute owner hereof for all purposes withoutbeing affected by any notice to the contrary.

This Warrant may not be exercised, and this Warrant andthe Shares underlying this Warrant shall not be transferable, except incompliance with all applicable state and federal securities laws, regulationsand orders, and with all other applicable laws, regulations andorders.	

Prior to making any disposition of this Warrant or of anyof the Shares underlying this Warrant, the Holder will give written notice tothe Company describing the manner of any such proposed disposition.  The Warrantmay not be transferred, and the Shares may not be transferred, without theHolder obtaining an opinion of counsel satisfactory in form and substance to theCompany's counsel stating that the proposed transaction will not result in aprohibited transaction under the Securities Act of 1933, as amended("Securities Act"), and applicable Blue Sky laws.  By accepting thisWarrant, the Holder agrees to act in accordance with any conditions reasonablyimposed on such transfer by such opinion of counsel.

Neither this issuance of this Warrant nor the issuance ofthe Shares underlying this Warrant have been registered under the SecuritiesAct.

Certain Covenants of the Company
.  The Companycovenants and agrees that all Shares which may be issued upon the exercise ofthe rights represented by this Warrant, upon issuance and full payment for theShares so purchased, will be duly authorized and issued, fully paid andnonassessable and free from all taxes, liens and charges with respect to theissue hereof, except those that may be created by or imposed upon the Holder orits property, and without limiting the generality of the foregoing, the Companycovenants and agrees that it will from time to time take all such actions as maybe requisite to assure that the par value per share of the Common Stock is atall times equal to or less than the effective purchase price per share of theCommon Stock issuable pursuant to this Warrant.  The Company further covenantsand agrees that during the period within which the rights represented by thisWarrant may be exercised, the Company will at all times have authorized andreserved free of preemptive or other rights for the exclusive purpose of issueupon exercise of the purchase rights evidenced by this Warrant, a sufficientnumber of shares of its Common Stock to provide for the exercise of the rightsrepresented by this Warrant.

Adjustment of Exercise Price and Number of Shares
.The Exercise Price and number of Shares are subject to the followingadjustments:

	
Adjustment of Exercise Price for Stock Dividend,Stock Split or Stock Combination
.   In the event that (i) any dividends onany class of stock of the Company payable in Common Stock or securitiesconvertible into or exercisable for Common Stock ("Common StockEquivalents") shall be paid by the Company, (ii) the Company shallsubdivide its then outstanding shares of Common Stock into a greater number ofshares, or (iii) the Company shall combine its outstanding shares of CommonStock, by reclassification or otherwise, then, in any such event, the ExercisePrice in effect immediately prior to such event shall (until adjusted againpursuant hereto) be adjusted immediately after such event to a price (calculatedto the nearest full cent) determined by dividing (a) the number of shares ofCommon Stock outstanding immediately prior to such event, multiplied by the thenexisting Exercise Price, by (b) the total number of shares of Common Stockoutstanding immediately after such event, and the resulting quotient shall bethe 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.

	
Adjustment of Number of Shares Purchasable onExercise of Warrants
.  Upon each adjustment of the Exercise Price pursuantto this Section, the Holder shall thereafter (until another such adjustment) beentitled to purchase at the adjusted Exercise Price the number of shares,calculated to the nearest full share, obtained by multiplying the number ofshares specified in such Warrant (as adjusted as a result of all adjustments inthe Exercise Price in effect prior to such adjustment) by the Exercise Price ineffect prior to such adjustment and dividing the product so obtained by theadjusted Exercise Price.

	
Notice as to Adjustment
.  Upon any adjustmentof the Exercise Price and any increase or decrease in the number of shares ofCommon Stock purchasable upon the exercise of the Warrant, then, and in eachsuch case, the Company within thirty (30) days thereafter shall give writtennotice thereof, by first class mail, postage prepaid, addressed to each Holderas shown on the books of the Company, which notice shall state the adjustedExercise Price and the increased or decreased number of shares purchasable uponthe exercise of the Warrants, and shall set forth in reasonable detail themethod of calculation and the facts upon which such calculation isbased.

	
Effect of Reorganization, Reclassification,Merger, etc
.  If at any time while any Warrant is outstanding there shouldbe any capital reorganization of the capital stock of the Company (other thanthe issuance of any shares of Common Stock in subdivision of outstanding sharesof Common Stock by reclassification or otherwise and other than a combination ofshares provided for in Section 4(a) hereof), or any consolidation or merger ofthe Company with another corporation, or any sale, conveyance, lease or othertransfer by the Company of all or substantially all of its property to any othercorporation, which is effected in such a manner that the holders of Common Stockshall be entitled to receive cash, stock, securities, or assets with respect toor in exchange for Common Stock, then, as a part of such transaction, lawfulprovision shall be made so that each Holder shall have the right thereafter toreceive, upon the exercise hereof, the number of shares of stock or othersecurities or property of the Company, or of the successor corporation resultingfrom such consolidation or merger, or of the corporation to which the propertyof the Company has been sold, conveyed, leased or otherwise transferred, as thecase may be, which the Holder would have been entitled to receive upon suchcapital reorganization, reclassification of capital stock, consolidation,merger, sale, conveyance, lease or other transfer, if such Warrant had beenexercised immediately prior to such capital reorganization, reclassification ofcapital stock, consolidation, merger, sale, conveyance, lease or other transfer.In any such case, appropriate adjustments (as determined by the Board ofDirectors of the Company) shall be made in the application of the provisions setforth in this Warrant (including the adjustment of the Exercise Price and thenumber of Shares issuable upon the exercise of the Warrants) to the end that theprovisions set forth herein shall thereafter be applicable, as near asreasonably may be, in relation to any shares or other property thereafterdeliverable upon the exercise of the Warrants as if the Warrants had beenexercised immediately prior to such capital reorganization, reclassification ofcapital stock, such consolidation, merger, sale, conveyance, lease or othertransfer and the Warrant Holders had carried out the terms of the exchange asprovided for by such capital reorganization, consolidation or merger.  TheCompany shall not effect any such capital reorganization, consolidation, mergeror transfer unless, upon or prior to the consummation thereof, the successorcorporation or the corporation to which the property of the Company has beensold, conveyed, leased or otherwise transferred shall assume by writteninstrument the obligation to deliver to each Holder such shares of stock,securities, cash or property as in accordance with the foregoing provisions suchHolder shall be entitled to purchase.

No Rights as Stockholders
.  This Warrant shall notentitle the Holder as such to any voting rights or other rights as a stockholderof the Company.

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

Amendments and Waivers
.  The provisions of thisWarrant may not be amended, modified or supplemented, and waiver or consents todepartures from the provisions hereof may not be given, unless the Companyagrees in writing and has obtained the written consent of theHolders.

Notices.  All notices or communications hereunder, except as hereinotherwise specifically provided, shall be in writing and if sent to the Holdershall be mailed, delivered, or telefaxed and confirmed to the Holder at his orher address set forth on the records of the Company; or if sent to the Companyshall be mailed, delivered, or telefaxed and confirmed to PopMail.com, inc.,Suite 350, 1333 Corporate Drive, Dallas, TX 75038 or to such other address asthe Company or the Holder shall notify the other as provided in thisSection.

	IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant to besigned 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 irrevocablyelects to exercise the purchase right represented by such Warrant for, and topurchase thereunder, ____________________ of the shares of Common Stock ofPopMail.com, inc. (the "Shares")  to which such Warrant relates andherewith makes payment of $_____________ therefor in cash, certified check orbank draft and requests that a certificate evidencing the Shares be deliveredto, _____________________________, the address for whom is set forth below thesignature of the undersigned:

Dated: ____________________

 

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						[Signature]		_________________________________________________

						[Printed]

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						[Address]

 

 
**ASSIGNMENT FORM**
	To be signed only upon authorized transfer of Warrant.

	FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfersunto _____________________________________ the right to purchase shares ofCommon Stock of PopMail.com, inc. to which the within Warrant relates andappoints ____________________ attorney, to transfer said right on the books of_________________ with full power of substitution in the premises.

Dated: ____________________

						_____________________________________________	
						[Signature]

	_________________________________________________

						[Printed]

					_________________________________________________				_________________________________________________

					[Address]

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