EXHIBIT 4.2

                                     WARRANT


                              TO PURCHASE SHARES OF
                                 COMMON STOCK OF
                                  U-SHIP, INC.

                                                          _______________, 199__

         This Certifies that, in consideration of having purchased one or more
Units of Unsecured Promissory Notes ("Notes") of U-Ship, Inc., a Utah
corporation (the "Company") on ________________, 199__, and for other good and
valuable consideration, _____________ _________________, [a corporation, a
partnership, a limited liability company, a trust] (the "Warrantholder"), is
entitled to subscribe for and purchase from the Company, at any time after
_______________, 1999, and prior to the expiration hereof up to ________ shares
of the Company's Common Stock at a purchase price of $___ per share (the
"Purchase Price"), subject to adjustment as hereinafter set forth.

         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.

                  "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.

                  "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.


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                  "Warrant Shares" 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 and date, issued by the Company in
         connection with the sale of the Notes, 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 ______________, 1999, and prior to expiration hereof, 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 so delivered shall
be in such denomination as may be requested by the Warrantholder and 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.


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         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 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, 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. The holder of this Warrant further agrees that
such holder will not, for a period of 180 days from the date that a registration
statement covering securities offered by the Company is declared effective by
the Commission, offer to sell, contract to sell, or otherwise sell, dispose of,
loan, pledge or grant any rights with respect to the Warrant or the Warrant
Shares owned by the holder, otherwise than with the prior written consent of the
Company.

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

                  a. Stock 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


<PAGE>


         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 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.

         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.

                  b. 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.


<PAGE>


                  a. Required Registration. If at any time the Company receives
         the written request from the Holder of this Warrant, the Company shall
         prepare and file a registration statement 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; provided, however, that all Warrant Shares covered by
         such registration statement shall be converted into Common Stock prior
         to inclusion in such registration statement. 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 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) all such Warrant Shares
                           to be so registered shall be converted into Common
                           Stock prior to sale pursuant to such registration
                           statement; (b) nothing herein shall prevent the
                           Company from, at any time, abandoning or delaying any
                           such registration initiated by it; and (c) 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


<PAGE>


                           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 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:

                           (1) 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;

                           (2) 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;

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

                           (4) 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;


<PAGE>


                           (5) 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;

                           (6) notify such holders promptly of any request by
                  the Commission for the amending or supplementing of such
                  registration statement or prospectus or for additional
                  information;

                           (7) 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;

                           (8) 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;

                           (9) 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

                           (10) 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 registration statement pursuant to Section 8(b) (except
         as


<PAGE>


         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.


<PAGE>


         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. 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 ____________,
199___.


                                            U-SHIP, INC.



                                            By:
                                               Peter C. Lytle
                                               Chief Executive Officer


"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."


<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 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: