EXHIBIT 10.2


"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "1933 ACT") OR UNDER THE SECURITIES LAWS OF ANY
OTHER STATE AND MAY NOT BE TRANSFERRED WITHOUT (i) THE OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT
REGISTRATION UNDER THE 1933 ACT OR THE SECURITIES LAWS OF ANY APPLICABLE STATE;
OR (ii) SUCH REGISTRATION."

                                     WARRANT

                              TO PURCHASE SHARES OF
                                 COMMON STOCK OF
                                  U-SHIP, INC.
NO. 98W________
                                 APRIL ___, 1998

     For good and valuable consideration, ________________, circle one: an
individual, a corporation, a partnership, a limited liability company, a trust
(the "Warrantholder"), is entitled to subscribe for and purchase from U-Ship,
Inc., a Utah Corporation, (the "Company"), at any time after the above date, and
prior to April 30, 2001 (the "Expiration Date"), up to _____shares of the
Company's Common Stock at the Purchase Price set forth herein, subject to
adjustment as hereinafter set forth. The purchase rights are subject to
mandatory redemption provisions set forth in Paragraph 12 of this Warrant.

1. Definitions. For the purposes of this Warrant the following terms shall have
the following meanings: -----------

          "Commission" shall mean the Securities and Exchange Commission, or any
     other federal agency then administering the Securities Act.

          "Company" shall mean U-Ship, Inc., a Utah corporation, and any
     corporation which shall succeed to, or assume, the obligations of said
     corporation hereunder.

          "Common Stock" shall mean the shares of Common Stock of the Company,
     $0.004 par value.

          "Other Securities" shall mean any stock (other than Common Stock) or
     other securities of the Company which the Warrantholder at any time shall
     be entitled to receive, or shall have received, upon the exercise of the
     Warrants, in lieu of or in addition to Common Stock, or which at any time
     shall be issuable or shall have been issued in exchange for or in
     replacement of Common Stock or Other Securities.

          "Purchase Price" shall mean $1.75 per share. The Purchase Price is
     subject to adjustment as hereinafter provided.

          "Securities Act" shall mean the Securities Act of 1933, as amended,
     and the rules and regulations of the Commission thereunder, as in effect at
     the time.

          "Subscription Form" shall mean the subscription forms attached hereto.


<PAGE>


          "Transfer" shall mean any sale, assignment, pledge, or other
     disposition of any Warrants and/or Warrant Shares, or of any interest in
     either thereof, which would constitute a sale thereof within the meaning of
     Section 2(3) of the Securities Act.

          "Warrant Shares" or "Warrant Stock" shall mean the shares of Common
     Stock purchased or purchasable by the Warrantholder upon the exercise of
     the Warrants pursuant to Section 2 hereof.

          "Warrantholder" shall mean the holder or holders of the Warrants or
     any related Warrant Shares.

          "Warrants" shall mean the Warrants (including this Warrant), identical
     as to terms and conditions , evidencing the right to purchase initially an
     aggregate minimum of 2,078,833 shares of Common Stock, and all Warrants
     issued in exchange, transfer or replacement thereof.

     All terms used in this Warrant which are not defined in Section 1 hereof
have the meanings respectively set forth elsewhere in this Warrant.

2. Exercise of Warrant, Issuance of Certificate, and Payment for Warrant Shares.
The rights represented by this Warrant may be exercised at any time after the
date hereof, and prior to the expiration date, by the Warrantholder, in whole or
in part (but not as to any fractional share of Common Stock), by: (a) delivery
to the Company of a completed Subscription Form, (b) surrender to the Company of
this Warrant properly endorsed and signature guaranteed, and (c) delivery to the
Company of a certified or cashier's check made payable to the Company in an
amount equal to the aggregate Purchase Price of the shares of Common Stock being
purchased, at its principal office or agency in Minnesota (or such other office
or agency of the Company as the Company may designate by notice in writing to
the holder hereof). The Company agrees and acknowledges that the shares of
Common Stock so purchased shall be deemed to be issued to the holder hereof as
the record owner of such shares as of the close of business on the date on which
this Warrant, properly endorsed, and the Subscription Form shall have been
surrendered and payment made for such shares as aforesaid. Upon receipt thereof,
the Company shall, as promptly as practicable, and in any event within fifteen
(15) days thereafter, execute or cause to be executed and deliver to the
Warrantholder a certificate or certificates representing the aggregate number of
shares of Common Stock specified in said Subscription Form. Each stock
certificate shall be registered in the name of the Warrantholder or such other
name as shall be designated by the Warrantholder. If this Warrant shall have
been exercised only in part, the Company shall, at the time of delivery of said
stock certificate or certificates, deliver to the Warrantholder a new Warrant
evidencing the rights of such holder to purchase the remaining shares of Common
Stock covered by this Warrant. The Company shall pay all expenses, taxes, and
other charges payable in connection with the preparation, execution, and
delivery of stock certificates pursuant to this Section 2, except that, in case
any such stock certificate or certificates shall be registered in a name or
names other than the name of the Warrantholder, funds sufficient to pay all
stock transfer taxes which shall be payable upon the execution and delivery of
such stock certificate or certificates shall be paid by the Warrantholder to the
Company at the time of delivering this Warrant to the Company as mentioned
above.

3. Ownership of this Warrant. The Company may deem and treat the registered
Warrantholder as the holder and owner hereof (notwithstanding any notations of
ownership or writing made hereon by anyone other than the Company) for all
purposes and shall not be affected by any notice to the contrary, until
presentation of this Warrant for transfer as provided herein and then only if
such transfer meets the requirements of Section 5.

4. Exchange, Transfer, and Replacement. Subject to Section 5 hereof, this
Warrant is exchangeable upon the surrender hereof by the Warrantholder to the
Company at its office or agency described in 


<PAGE>


Section 2 hereof for new Warrants of like tenor and date representing in the
aggregate the right to purchase the number of shares purchasable hereunder, each
of such new Warrants to represent the right to purchase such number of shares
(not to exceed the aggregate total number purchasable hereunder) as shall be
designated by the Warrantholder at the time of such surrender. Subject to
Section 5 hereof, this Warrant and all rights hereunder are transferable, in
whole or in part, upon the books of the Company by the Warrantholder in person
or by duly authorized attorney, and a new Warrant of the same tenor and date as
this Warrant, but registered in the name of the transferee, shall be executed
and delivered by the Company upon surrender of this Warrant, duly endorsed, at
such office or agency of the Company. Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction, or mutilation of
this Warrant, and, in the case of loss, theft, or destruction, of indemnity or
security reasonably satisfactory to it, and upon surrender and cancellation of
this Warrant, if mutilated, the Company will make and deliver a new Warrant of
like tenor and date, in lieu of this Warrant. This Warrant shall be promptly
canceled by the Company upon the surrender hereof in connection with any
exchange, transfer, or replacement. The Company shall pay all expenses, taxes
(other than stock transfer taxes), and other charges payable in connection with
the preparation, execution, and delivery of Warrants pursuant to this Section 4.

5. Restrictions on Transfer. Notwithstanding any provisions contained in this
Warrant to the contrary, neither this Warrant nor the Warrant Shares shall be
transferable except upon the conditions specified in this Section 5, which
conditions are intended, among other things, to ensure compliance with the
provisions of the Securities Act in respect of the transfer of this Warrant or
such Warrant Shares. The holder of this Warrant agrees that such holder will not
transfer this Warrant or the related Warrant Shares (a) prior to delivery to the
Company of an opinion of counsel selected by the Warrantholder and reasonably
satisfactory to the Company, stating that such transfer is exempt from
registration under the Securities Act, or (b) until registration of such
Warrants and/or Warrant Shares under the Securities Act has become effective and
continues to be effective at the time of such transfer. An appropriate legend
may be endorsed on the Warrants and the certificates of the Warrant Shares
evidencing these restrictions.

6. Antidilution Provisions. The rights granted hereunder are subject to the
following:

     (a) Stock Splits and Reverse Splits. In case at any time the Company shall
     subdivide its outstanding shares of Common Stock into a greater number of
     shares, the Purchase Price in effect immediately prior to such subdivision
     shall be proportionately reduced and the number of Warrant Shares
     purchasable pursuant to this Warrant immediately prior to such subdivision
     shall be proportionately increased, and conversely, in case at any time the
     Company shall combine its outstanding shares of Common Stock into a smaller
     number of shares, the Purchase Price in effect immediately prior to such
     combination shall be proportionately increased and the number of Warrant
     Shares purchasable upon the exercise of this Warrant immediately prior to
     such combination shall be proportionately reduced. Except as provided in
     this paragraph (a), no adjustment in the Purchase Price and no change in
     the number of Warrant Shares so purchasable shall be made pursuant to this
     Section 6 as a result of or by reason of any such subdivision or
     combination.

     (b) Reorganization, Reclassification, Consolidation, Merger, or Sale. If
     any capital reorganization or reclassification or merger of the Company
     with another corporation, or the sale of all or substantially all of its
     assets to another corporation, shall be effected in such a way that holders
     of shares of Common Stock shall be entitled to receive Common Stock, Other
     Securities or assets with respect to or in exchange for shares of Common
     Stock, then, as a condition of such reorganization, reclassification,
     consolidation, merger or sale, lawful and adequate provision shall be made
     whereby the Warrantholder shall thereafter have the right to purchase and
     receive upon the basis and upon the terms and conditions specified in the
     Warrants and in lieu of the shares of Common Stock of the Company
     immediately theretofore purchasable and receivable upon the


<PAGE>


     exercise of the Warrants such shares of Common Stock, Other Securities or
     assets as may be issued or payable with respect to or in exchange for a
     number of outstanding shares of Common Stock equal to the number of shares
     of Common Stock immediately theretofore purchasable and receivable upon the
     exercise of the Warrants had such reorganization, reclassification,
     consolidation, merger or sale not taken place, and in any such case
     appropriate provision shall be made with respect to the rights and
     interests of the Warrantholder so that the provisions of the Warrants
     (including, without limitation, provisions for adjustment of the Purchase
     Price and the number of shares purchasable upon the exercise of the
     Warrants) shall thereafter be applicable, as nearly as may be, in relation
     to any shares of Common Stock, Other Securities or assets thereafter
     deliverable upon the exercise of the Warrants.

     (c) Adjustment to Purchase Price. The Purchase Price shall be subject to
     adjustment from time to time as follows:

          (i) COMMON STOCK ISSUED AT LESS THAN THE PURCHASE PRICE. If the
Corporation shall issue any Common Stock other than Excluded Stock (as
hereinafter defined) without consideration or for a consideration per share less
than the Purchase Price in effect immediately prior to such issuance, the
Purchase Price in effect immediately prior to each such issuance shall
immediately (except as provided below) be reduced to the price determined by
dividing (1) an amount equal to the sum of (A) the number of shares of Common
Stock outstanding immediately prior to such issuance multiplied by the Purchase
Price in effect immediately prior to such issuance and (B) the consideration, if
any, received by the Corporation upon such issuance, by (2) the total number of
shares of Common Stock outstanding immediately after such issuance.

     For the purposes of any adjustment of the Purchase Price pursuant to clause
(i), the following provisions shall be applicable:

               (A) CASH. In the case of the issuance of Common Stock for cash,
the amount of the consideration received by the Corporation shall be deemed to
be the amount of the cash proceeds received by the Corporation for such Common
Stock before deducting therefrom any discounts, commissions, taxes or other
expenses allowed, paid or incurred by the Corporation for any underwriting or
otherwise in connection with the issuance and sale thereof.

               (B) CONSIDERATION OTHER THAN CASH. In the case of the issuance of
Common Stock (otherwise than upon the conversion of shares of capital stock or
other securities of the Corporation) for a consideration in whole or in part
other than cash, including securities acquired in exchange therefor (other than
securities by their terms so exchangeable), the consideration other than cash
shall be deemed to be the fair value thereof as determined by the Board of
Directors, irrespective of any accounting treatment; PROVIDED that such fair
value as determined by the Board of Directors shall not exceed the aggregate
Current Market Price (as defined below) of the shares of Common Stock being
issued as of the date the Board of Directors authorizes the issuance of such
shares.

               (C) OPTIONS AND CONVERTIBLE SECURITIES. In the case of the
issuance of (i) options, warrants or other rights to purchase or acquire Common
Stock (whether or not at the time exercisable), (ii) securities by their terms
convertible into or exchangeable for Common Stock (whether or not at the time so
convertible or exchangeable) or options, warrants or rights to purchase such
convertible or exchangeable securities (whether or not at the time exercisable):

                    (1) the aggregate maximum number of shares of Common Stock
deliverable upon exercise of such options, warrants or other rights to purchase
or acquire Common Stock shall be deemed to have been issued at the time such
options, warrants or rights were issued and for a 


<PAGE>


consideration equal to the consideration (determined in the manner provided in
subclauses (A) and (B) above), if any, received by the Corporation upon the
issuance of such options, warrants or rights plus the minimum purchase price
provided in such options, warrants or rights for the Common Stock covered
thereby;

                    (2) the aggregate maximum number of shares of Common Stock
deliverable upon conversion of or in exchange for any such convertible or
exchangeable securities, or upon the exercise of options, warrants or other
rights to purchase or acquire such convertible or exchangeable securities and
the subsequent conversion or exchange thereof, shall be deemed to have been
issued at the time such securities were issued or such options, warrants or
rights were issued and for a consideration equal to the consideration, if any,
received by the Corporation for any such securities and related options,
warrants or rights (excluding any cash received on account of accrued interest
or accrued dividends), plus the additional consideration (determined in the
manner provided in subclauses (A) and (B) above, if any, to be received by the
Corporation upon the conversion or exchange of such securities, or upon the
exercise of any related options, warrants or rights to purchase or acquire such
convertible or exchangeable securities and the subsequent conversion or exchange
thereof;

                    (3) on any change in the number of shares of Common Stock
deliverable upon exercise of any such options, warrants or rights or conversion
or exchange of such convertible or exchangeable securities or any change in the
consideration to be received by the Corporation upon such exercise, conversion
or exchange, including, but not limited to, a change resulting from the
anti-dilution provisions thereof, the Purchase Price as then in effect shall
forthwith be readjusted to such Purchase Price as would have been obtained had
an adjustment been made upon the issuance of such options, warrants or rights
not exercised prior to such change or of such convertible or exchangeable
securities not converted or exchanged prior to such change, upon the basis of
such change;

                    (4) on the expiration or cancellation of any such options,
warrants or rights, or the termination of the right to convert or exchange such
convertible or exchangeable securities, if the Purchase Price shall have been
adjusted upon the issuance thereof, the Purchase Price shall forthwith be
readjusted to such Purchase Price as would have been obtained had an adjustment
been made upon the issuance of such options, warrants, rights or such
convertible or exchangeable securities on the basis of the issuance of only the
number of shares of Common Stock actually issued upon the exercise of such
options, warrants or rights, or upon the conversion or exchange of such
convertible or exchangeable securities; and

                    (5) if the Purchase Price shall have been adjusted upon the
issuance of any such options, warrants, rights or convertible or exchangeable
securities, no further adjustment of the Purchase Price shall be made for the
actual issuance of Common Stock upon the exercise, conversion or exchange
thereof; PROVIDED, HOWEVER, that no increase in the Purchase Price shall be made
pursuant to subclauses (1) or (2) of this subclause (C).

          (ii) EXCLUDED STOCK. "Excluded Stock" shall mean (A) shares of Common
Stock issued or reserved for issuance by the Corporation at any time as a stock
dividend payable in shares of common Stock, or upon any subdivision or split-up
of the outstanding shares of Common Stock, or upon conversion of any shares of
Preferred Stock and (B) any shares of Common Stock to be issued to employees,
consultants and advisors of the Corporation together with any such shares that
are repurchased by the Corporation and reissued to any such employee, consultant
or advisor, whether issued directly or pursuant to any stock option plan; and
(C) shares of Common Stock issued pursuant to warrants, including the Warrants.
All shares of Excluded Stock which the Corporation has reserved for issuance
shall be deemed to be outstanding for all purposes of computations under
subparagraph 4(b)(3)(i).


<PAGE>


          (iii) OTHER DISTRIBUTIONS. In case the Corporation shall fix a record
date for the making of a distribution to all holders of shares of its Common
Stock (i) of shares of any class other than its Common Stock or (ii) of evidence
of indebtedness of the Corporation or any subsidiary or (iii) of assets
(excluding cash dividends or distributions, and dividends or distributions
referred to in subparagraph 4(b)(3)(iii) above), or (iv) of rights or warrants
(excluding those referred to in subparagraph 4(b)(3)(i)(c) above), in each such
case the Purchase Price in effect immediately prior thereto shall be reduced
immediately thereafter to the price determined by dividing (1) an amount equal
to the difference resulting from (A) the number of shares of Common Stock
outstanding on such record date multiplied by the Purchase Price per share on
such record date, less (B) the fair market value (as determined by the Board of
Directors, whose determination shall be conclusive) of said shares or evidences
of indebtedness or assets or rights or warrants to be so distributed, by (2) the
number of shares of Common Stock outstanding on such record date. Such
adjustment shall be made successively whenever such a record date is fixed. In
the event that such distribution is not so made the Purchase Price then in
effect shall be readjusted, effective as of the date when the Board of Directors
determines not to distribute such shares, evidences of indebtedness, assets,
rights or warrants, as the case may be, to the Purchase Price which would then
be in effect if such record date had not been fixed.

          (iv) ROUNDING OF CALCULATIONS; MINIMUM ADJUSTMENT. All calculations
under this subparagraph (b) shall be made to the nearest cent or to the nearest
one-hundredth (1/100th) of a share, as the case may be. Any provision of this
paragraph 4 to the contrary notwithstanding, no adjustment in the Purchase Price
shall be made if the amount of such adjustment would be less than $0.01, but any
such amount shall be carried forward and an adjustment with respect thereto
shall be made at the time of and together with any subsequent adjustment which,
together with such amount and any other amount or amounts so carried forward,
shall aggregate $0.01 or more.

          (v) TIMING OF ISSUANCE OF ADDITIONAL COMMON STOCK UPON CERTAIN
ADJUSTMENTS. In any case in which the provisions of this subparagraph (c) shall
require that an adjustment shall become effective immediately after a record
date for an event, the Corporation may defer until the occurrence of such event
(A) issuing to the holder of any Warrant exercised after such record date and
before the occurrence of such event the additional shares of Common Stock
issuable upon such exercise by reason of the adjustment required by such event
over and above the shares of Common Stock issuable upon such conversion before
giving effect to such adjustment and (B) paying to such holder any amount of
cash in lieu of a fractional share of Common Stock pursuant to this Section 6.

          (vi) CURRENT MARKET PRICE. The Current Market Price at any date shall
mean, in the event the Common Stock is publicly traded, the average of the daily
closing sale prices per share of Common Stock for 20 consecutive trading days
ending no more than 10 business days before such date (as adjusted for any stock
dividend, split, combination or reclassification that took effect during such 30
business day period). The closing price for each day shall be the last reported
sale price regular way or, in case no such reported sale takes place on such
day, the average of the last closing bid and asked prices regular way, in either
case on the principal national securities exchange on which the Common Stock is
listed or admitted to trading, or if not listed or admitted to trading on any
national securities exchange, the closing sale price for such day reported by
Nasdaq, if the Common Stock is traded over-the-counter and quoted in the Nasdaq
SmallCap Market, or if the Common Stock is so traded, but not so quoted, the
average of the closing reported bid and asked prices of the Common Stock as
reported by Nasdaq or any comparable system or, if the Common Stock is not
listed on Nasdaq or any comparable system, the average of the closing bid and
asked prices as furnished by two members of the National Association of
Securities Dealers, Inc. selected from time to time by the Corporation for that
purpose. If the Common Stock is not traded in such manner that the quotations
referred to above are available for the period 


<PAGE>

required hereunder, Current Market Price per share of Common Stock shall be
deemed to be the fair value as determined by the Board of Directors,
irrespective of any accounting treatment.

          (vii) STATEMENT REGARDING ADJUSTMENTS. Whenever the Purchase Price
shall be adjusted as provided in this Section 6, the Corporation shall forthwith
file, at the office of any transfer agent for the Warrant Stock and at the
principal office of the Corporation, a statement showing in detail the facts
requiring such adjustment and the Purchase Price that shall be in effect after
such adjustment, and the Corporation shall, upon request of a holder of the
Warrant, also cause a copy of such statement to be sent by mail, first class
postage prepaid, to such holder at such holder's address appearing on the
Corporation's records. Each such statement shall be signed by the Corporation's
chief financial officer.

          (viii) Notice of Certain Events. In case at any time:

          (i)    the Corporation shall declare any cash dividend on its Common
                 Stock at a rate in excess of the rate of the last cash dividend
                 theretofore paid;

          (ii)   the Corporation shall pay any dividend payable in stock upon
                 its Common Stock or make any distribution (other than regular
                 cash dividends) to the holders of its Common Stock;

          (iii)  the Corporation shall offer for subscription pro rata to the
                 holders of its Common Stock any additional shares of stock of
                 any class or other rights;

          (iv)   there shall be any capital reorganization, or reclassification
                 of the capital stock of the Corporation, or consolidation or
                 merger of the Corporation with, or sale of all or substantially
                 all of its assets to, another corporation; or

          (v)    there shall be a voluntary or involuntary dissolution,
                 liquidation or winding up of the Corporation;

          then, in any one or more of said cases, the Corporation shall give
          written notice, addressed to the registered holders of the Warrants at
          the addresses of such holders as shown on the books of the
          Corporation, of the date on which (a) the books of the Corporation
          shall close or a record shall be taken for such dividend, distribution
          or subscription rights, or (b) such reorganization, reclassification,
          consolidation, merger, sale, dissolution, liquidation or winding up
          shall take place, as the case may be. Such notice shall also specify
          the date as of which the holders of Common Stock of record shall
          participate in such dividend, distribution or subscription rights, or
          shall be entitled to exchange their Common Stock for securities or
          other property deliverable upon such reorganization, reclassification,
          consolidation, merger, sale, dissolution, liquidation, or winding up,
          as the case may be. Such written notice shall be given at least 20
          days prior to the action in question and not less than 20 days prior
          to the record date or the date on which the Corporation's transfer
          books are closed in respect thereto.

     (5)  Board Adjustment. If any event occurs as to which in the opinion of
          the Board of Directors of the Corporation the other provisions of this
          paragraph ( b) are not strictly applicable or if strictly applicable
          would not fairly protect the rights of the holders of the Warrants in
          accordance with the essential intent and principles of such
          provisions, then the Board of Directors shall make an adjustment in
          the application of such provisions, in accordance with such essential
          intent and principles, so as to protect such rights as aforesaid.


<PAGE>


     (6)  Common Stock Defined. As used in this paragraph (b) the term "Common
          Stock" shall mean and include the Corporation's presently authorized
          Common Stock and shall also include any capital stock of any class of
          the Corporation hereafter authorized which shall not be limited to a
          fixed sum or percentage in respect of the rights of the holders
          thereof to participate in dividends or in the distribution of assets
          upon the voluntary or involuntary liquidation, dissolution or winding
          up of the Corporation.

     (7)  No Fractional Shares. No fractional shares of Common Stock shall be
          issued uponexercise, but, instead of any fraction of a share which
          would otherwise be issuable, the Corporation shall pay a cash
          adjustment in respect of such fraction in an amount equal to the same
          fraction of the Current Market Price per share of Common Stock as of
          the close of business on the day of conversion.

7. Special Agreements of the Company.

     (a) Will Reserve Shares. The Company will reserve and set apart and have at
     all times the number of shares of authorized but unissued Common Stock
     deliverable upon the exercise of the Warrants, and it will have at all
     times any other rights or privileges provided for herein sufficient to
     enable it at any time to fulfill all of its obligations hereunder.

     (a) Will Avoid Certain Actions. The Company will not, by amendment of its
     Articles of Incorporation or through any reorganization, transfer of
     assets, consolidation, merger, issue or sale of securities or otherwise,
     avoid or take any action which would have the effect of avoiding the
     observance or performance hereunder by the Company, but will at all times
     in good faith assist in carrying out of all the provisions of the Warrants
     and in taking all such actions as may be necessary or appropriate in order
     to protect the rights of the Warrantholder against dilution or other
     impairment.

8. Provisions for Registration. Despite anything in this Warrant to the
contrary, the Warrantholder shall have the following rights regarding
registration of Warrant Shares which may be hereafter acquired upon exercise of
this Warrant.

     (a) Required Registration. Upon request of holders of Warrants to purchase
     at least 50,000 shares of the Warrant Stock, or the holders of at least
     50,000 shares of the Warrant Stock not theretofore registered under the
     Securities Act and sold, the Company shall, if it is then eligible, prepare
     and file a registration statement on Form S-3 under the Securities Act
     covering the Warrant Shares which are the subject of such requests and
     shall use its best efforts to cause such registration statement to become
     effective and to remain effective for at least 24 months. In addition, upon
     the receipt of the aforementioned request, the Company shall promptly give
     written notice to all other record holders of Warrant Shares that such
     registration is to be effected. The Company shall include in such
     registration statement such Warrant Shares for which it has received
     written requests to register by such other record holders within fifteen
     (15) days after the Company's written notice to such other record holders.
     The Company shall be obligated to prepare, file and cause to become
     effective only two (2) registration statements pursuant to this Section
     8(a). In the event that the holders of a majority of the Warrant Shares for
     which registration has been requested pursuant to this Section determine
     for any reason not to proceed with a registration at any time before the
     registration statement has been declared effective by the Commission, and
     such holders thereafter request the Company to withdraw such registration
     statement, the holders of such Warrant Shares agree to bear their own
     expenses incurred in connection therewith and to reimburse the Company for
     the expenses incurred by it attributable to 


<PAGE>


     such registration statement, then, and in such event, the holders of such
     Warrant Shares shall not be deemed to have exercised their right to require
     the Company to register Warrant Shares pursuant to this Section 8(a).

     (b) Incidental Registration. Each time the Company shall determine to
     proceed with the actual preparation and filing of a registration statement
     under the Securities Act in connection with the proposed offer and sale for
     money of any of its Common Stock by it or any of its security holders, the
     Company will give written notice of its determination to all record holders
     of Warrant Shares. Upon the written request of a record holder of any
     Warrant Shares given within fifteen (15) days after receipt of any such
     notice from the Company, the Company will, except as herein provided, cause
     all such Warrant Shares, the record holders of which have so requested
     registration thereof, to be included in such registration statement, all to
     the extent requisite to permit the sale or other disposition by the
     prospective seller or sellers of the Warrant Shares to be so registered;
     provided, however, that (a) nothing herein shall prevent the Company from,
     at any time, abandoning or delaying any such registration initiated by it;
     and (b) if the Company determines not to proceed with a registration after
     the registration statement has been filed with the Commission and the
     Company's decision not to proceed is primarily based upon the anticipated
     public offering price of the securities to be sold by the Company, the
     Company shall promptly complete the registration for the benefit of those
     selling security holders who wish to proceed with a public offering of
     their securities and who bear all expenses in excess of $25,000 incurred by
     the Company as the result of such registration after the Company has
     decided not to proceed. If any registration pursuant to this Section shall
     be underwritten in whole or in part, the Company may require that the
     Warrant Shares requested for inclusion pursuant to this Section be included
     in the underwriting on the same terms and conditions as the securities
     otherwise being sold through the underwriters. If in the good faith
     judgment of the managing underwriter of such public offering the inclusion
     of all of the Warrant Shares originally covered by a request for
     registration would reduce the number of shares to be offered by the Company
     or interfere with the successful marketing of the shares of stock offered
     by the Company, the number of Warrant Shares and other shares otherwise to
     be included in the underwritten public offering may be reduced pro rata
     among the holders thereof requesting such registration to a number that the
     managing underwriter believes will not adversely affect the sale of shares
     by the Company. Those securities which are thus excluded from the
     underwritten public offering, and any other Common Stock owned by such
     holders, shall be withheld from the market by the holders thereof for a
     period, not to exceed one hundred eighty (180) days, which the managing
     underwriter reasonably determines is necessary in order to effect the
     underwritten public offering.

     (c) Registration Procedures. If and whenever the Company is required by the
     provisions of Sections 8(a) or 8(b) to effect the registration of any
     Warrant Shares under the Securities Act, the Company will:

          (i) prepare and file with the Commission a registration statement with
          respect to such Warrant Shares, and use its best efforts to cause such
          registration statement to become and remain effective for such period
          as may be reasonably necessary to effect the sale of such Warrant
          Shares, not to exceed three (3) months;

          (ii) prepare and file with the Commission such amendments to such
          registration statement and supplements to the prospectus contained
          therein as may be necessary to keep such registration statement
          effective for such period as may be reasonably necessary to effect the
          sale of such Warrant Shares, not to exceed three (3) months;

          (iii) furnish to the security holders participating in such
          registration and to the 


<PAGE>


          underwriters of the Warrant Shares being registered such reasonable
          number of copies of the registration statement, preliminary
          prospectus, final prospectus and such other documents as such security
          holders and underwriters may reasonably request in order to facilitate
          the public offering of such Warrant Shares;

          (iv) use its best efforts to register or qualify the Warrant Shares
          covered by such registration statement under such state securities or
          blue sky laws of such jurisdictions as such participating holders may
          reasonably request within ten (10) days following the original filing
          of such registration statement, except that the Company shall not for
          any purpose be required to execute a general consent to service of
          process or to qualify to do business as a foreign corporation in any
          jurisdiction wherein it is not so qualified;

          (v) notify the security holders participating in such registration,
          promptly after it shall receive notice thereof, of the time when such
          registration statement has become effective or a supplement to any
          prospectus forming a part of such registration statement has been
          filed;

          (vi) prepare and file with the Commission, promptly upon the request
          of any such holders, any amendments or supplements to such
          registration statement or prospectus which, in the opinion of counsel
          for such holders (and concurred in by counsel for the Company), is
          required under the Securities Act or the rules and regulations
          thereunder in connection with the distribution of the Warrant Shares
          by such holder;

          (vii) prepare and promptly file with the Commission and promptly
          notify such holders of the filing of such amendment or supplement to
          such registration statement or prospectus as may be necessary to
          correct any statements or omissions if, at the time when a prospectus
          relating to such securities is required to be delivered under the
          Securities Act, any event shall have occurred as the result of which
          any such prospectus or any other prospectus as then in effect would
          include an untrue statement of a material fact or omit to state any
          material fact necessary to make the statements therein, in the light
          of the circumstances in which they were made, not misleading;

          (viii) advise such holders, promptly after it shall receive notice or
          obtain knowledge thereof, of the issuance of any stop order by the
          Commission suspending the effectiveness of such registration statement
          or the initiation or threatening of any proceeding for that purpose
          and promptly use its best efforts to prevent the issuance of any stop
          order or to obtain its withdrawal if such stop order should be issued;
          and

          (ix) not file any amendment or supplement to such registration
          statement or prospectus to which a majority in interest of such
          holders shall have reasonably objected on the grounds that such
          amendment or supplement does not comply in all material respects with
          the requirements of the Securities Act or the rules and regulations
          thereunder, after having been furnished with a copy thereof at least
          five (5) business days prior to the filing thereof, unless in the
          opinion of counsel for the Company the filing of such amendment or
          supplement is reasonably necessary to protect the Company from any
          liabilities under any applicable federal or state law and such filing
          will not violate applicable law.

     (d) Expenses. With respect to any registration, requested pursuant to
     Section 8(a) (except as otherwise provided in such section with respect to
     registrations voluntarily terminated at the request of the requesting
     security holders) and with respect to each inclusion of securities in a


<PAGE>


     registration statement pursuant to Section 8(b) (except as otherwise
     provided in Section 8(b) with respect to registrations terminated by the
     Company), the Company shall bear the following fees, costs and expenses:
     all registration, filing and NASD fees, printing expenses, fees and
     disbursements of counsel and accountants for the Company, fees and
     disbursements of counsel for the underwriter or underwriters of such
     securities (if the Company and/or selling security holders are required to
     bear such fees and disbursements), all internal Company expenses, the
     premiums and other costs of policies of insurance against liability arising
     out of the public offering, and all legal fees and disbursements and other
     expenses of complying with state securities or blue sky laws of any
     jurisdictions in which the securities to be offered are to be registered or
     qualified. Fees and disbursements of counsel and accountants for the
     selling security holders, underwriting discounts and commissions and
     transfer taxes for selling security holders and any other expenses incurred
     by the selling security holders not expressly included above shall be borne
     by the selling security holders.

     (e) Copies of Prospectus; Amendments of Prospectus. The Company will
     furnish the Warrantholder with a reasonable number of copies of any
     prospectus or offering circular and one copy of the registration statement
     included in such filings and will amend or supplement the same as required
     during the nine (9) month period following the effective date of the
     registration statement, provided, that the expenses of any amendment or
     supplement made or filed more than three (3) months after the effective
     date of the registration statement, at the request of the Warrantholder,
     shall be borne by the Warrantholder.

     (f) Conditions of the Company's Obligations. It shall be a condition of the
     Company's obligation to register the Warrant Shares hereunder that the
     Warrantholder agrees to cooperate with the Company in the preparation and
     filing of any such registration statement, or in its efforts to establish
     that the proposed sale is exempt under the Securities Act, as to any
     proposed distribution. It shall also be a condition of the Company's
     obligations under this Agreement that, in the case of the filing of any
     registration statement, and to the extent permissible under the Securities
     Act, and controlling precedent thereunder, the Company and the
     Warrantholder provide cross-indemnification agreements to each other in
     customary scope covering the accuracy and completeness of the information
     furnished by each.

9. Notices. Any notice or other document required or permitted to be given or
delivered to the Warrantholder shall be delivered or sent by certified mail to
the Warrantholder at the last address shown on the books of the Company
maintained for the registry and transfer of the Warrants. Any notice or other
document required or permitted to be given or delivered to the Company shall be
delivered or sent by certified or registered mail to the principal office of the
Company.

10. No Rights as Shareholders; Limitation of Liability. This Warrant shall not
entitle any holder hereof to any of the rights of a shareholder of the Company.
No provisions hereof, in the absence of affirmative action by the holder hereof
to purchase shares of Common Stock, and no mere enumeration herein of the rights
or privileges of the holder hereof, shall give rise to any liability of such
holder for the Purchase Price or as a shareholder of the Company whether such
liability is asserted by the Company or by creditors of the Company.

11. Governing Law. This Warrant shall be governed by, and construed and enforced
in accordance with, the laws of the State of Minnesota, without regard to
conflicts of laws principles.

12. Mandatory Redemption. In the event the Current Market Price is at least
$3.50 per share for 20 consecutive trading days, the Board of Directors of the
Company shall have the right upon thirty (30) days' notice to the Warrantholder
to purchase this Warrant for a purchase price equal to (i) the number of 


<PAGE>


Warrant Shares, as adjusted herein, as to which this Warrant has not been
exercised at the expiration of said 30-day period (the "Unexercised Warrant
Shares"), multiplied by (ii) $0.01 per Unexercised Warrant Share. Nothing herein
shall be construed to prevent the Warrantholder from exercising this Warrant as
to the Unexercised Warrant Shares prior to expiration of said 30-day period.
Upon expiration of such 30-day period, all unexercised purchase rights under
this Warrant shall be void. The above-referenced purchase price shall be payable
in full by the Company on or before 15 days after the expiration of the above
referenced 30-day notice.

13. Miscellaneous. This Warrant and any provision hereof may be changed, waived,
discharged, or terminated only by an instrument in writing signed by the party
(or any predecessor in interest thereof) against which enforcement of the same
is sought. The headings in this Warrant are for purposes of reference only and
shall not affect the meaning or construction of any of the provisions hereof.




     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by a
duly authorized officer, and to be dated as of the ____ day of ____________,
1998.


                                            U-SHIP, INC.


                                            By:________________________________
                                                  Bruce H. Senske, President


<PAGE>


FULL SUBSCRIPTION FORM


To Be Executed By the Registered Warrantholder if It/
She/He Desires to Exercise in Full the Within Warrant


     The undersigned hereby exercises the right to purchase the _____________
shares of Common Stock covered by the within Warrant at the date of this
subscription and herewith makes payment of the sum of $__________________
representing the Purchase Price of $__________ per share in effect at that date.
Certificates for such shares shall be issued in the name of and delivered to the
undersigned, unless otherwise specified by written instructions, signed by the
undersigned and accompanying this subscription.


Dated:________________________________



                                            Signature: _________________________


                                            Address:   _________________________

                                                       _________________________


<PAGE>


PARTIAL SUBSCRIPTION FORM


To be Executed by the Registered Warrantholder if It/She/He
Desires to Exercise in Part Only the Within Warrant


     The undersigned hereby exercises the right to purchase __________ shares of
the total shares of Common Stock covered by the within Warrant at the date of
this subscription and herewith makes payment of the sum of $____________
representing the Purchase Price of $_________ per share in effect at this date.

     Certificates for such shares and a new Warrant of like tenor and date for
the balance of the shares not subscribed for (if any) shall be issued in the
name of and delivered to the undersigned, unless otherwise specified by written
instructions, signed by the undersigned and accompanying this subscription.

[The following paragraph need be completed only if the Purchase Price and number
of shares of Common Stock specified in the within Warrant have been adjusted
pursuant to Section 6.]

     The shares hereby subscribed for constitute ______________ shares of Common
Stock (to the nearest whole share) resulting from adjustment of ______________
shares of the total of __________________ shares of Common Stock covered by the
within Warrant, as said shares were constituted at the date of the Warrant.


Dated:__________________________



                                            Signature: _________________________


                                            Address: ___________________________

                                                     ___________________________