EXHIBIT 10.1


                             SUBSCRIPTION AGREEMENT
                                       AND
                           LETTER OF INVESTMENT INTENT


U-Ship, Inc.
5583 West 78th Street
Edina, MN  55439

Attention:    Bruce H. Senske
              Chief Executive Officer

Gentlemen:

      The undersigned desires to become a shareholder of U-Ship, Inc. a Utah
corporation (the "Company"), and hereby subscribes for _____________________
Units upon the terms and conditions set forth below. Each Unit is comprised of
two (2) shares of the Company's Series A Cumulative Convertible Preferred Stock,
$0.004 par value, the rights and preferences of which are described on that
certain Certificate of Designation a copy of which is attached hereto as Exhibit
A ("Certificate") and by this reference incorporated herein (the "Shares") and
one (1) warrant (the "Warrants") to purchase one share of the Company's common
stock, $0.004 par value (the "Common Stock"). As used herein, the term "Units"
shall mean and include (i) the Units, as units; (ii) the individual Shares and
Warrants comprising the Units being purchased hereunder by the undersigned; and,
(iii) where appropriate, the shares of Common Stock which may be issued upon
conversion of the Shares and upon exercise of the Warrants:

      1. The undersigned hereby agrees to purchase the above Units for the sum
of $___________________________, representing the purchase price of $1.20 per
Unit for each Unit subscribed for above. The undersigned acknowledges this
subscription is contingent upon acceptance in whole or in part by the Company,
and upon the satisfaction of the following contingencies on or before April 20,
1998: (a) the Company must obtain at least $1,250,000 (after deduction of
Agent's commission and non accountable expense allowances and other expenses of
the Offering) pursuant to the offering of Units being conducted by the Company
with the assistance of R.J. Steichen & Company; (b) the Company must be listed
on the NASDAQ SmallCap Market; and (c) the Utah Control Acquisition Act must not
apply to the investment by the Subscriber hereunder.

      2. The undersigned acknowledges, represents and warrants that the
undersigned:

            (a) is able to bear the economic risk of the investment in the
      Units;

            (b) has knowledge and experience in financial and business matters,
      is capable of evaluating the merits and risks of the prospective
      investment in the Units and is able to bear such risks;

            (c) understands an investment in the Units is highly speculative but
      believes that the investment is suitable for it based upon the
      undersigned's investment objectives and financial needs, and has adequate
      means for providing for current financial needs and personal contingencies
      and has no need for liquidity of investment with respect to the Units;

<PAGE>


            (d) has reviewed (i) the Certificate; and (ii) copies of the
      Company's recent reports filed under the Securities Exchange Act of 1934,
      including, the Company's Form 10-KSB Report for the fiscal year ended June
      30, 1997, and is familiar with the factors contained therein under the
      caption "Factors That May Affect Future Operating Results" which are
      intended to serve as cautionary factors within the meaning of the Private
      Securities Litigation Reform Act of 1995 and (iii) the Company's Form
      10-QSB for the period ended December 31, 1997.

            (e) has been given access to full and complete information regarding
      the Company (including the opportunity to meet with Company officers and
      review all documents as it may have requested in writing) and has utilized
      such access to its satisfaction for the purpose of obtaining information
      about the Company;

            (f) recognizes that the Units, as an investment, involve a high
      degree of risk; and

            (g) realizes that (i) the purchase of Units is a long-term
      investment; (ii) purchasers of Units must bear the economic risk of
      investment for an indefinite period of time because the Units have not
      been registered under the Securities Act of 1933, as amended (the "Act")
      and, therefore, cannot be sold unless they are subsequently registered
      under the Act or an exemption from such registration is available; and
      (iii) the transferability of the Units is restricted, and (A) requires the
      written consent of the Company, (B) requires conformity with the
      restrictions contained in paragraph 3 below, and (C) will be further
      restricted by a legend placed on the certificate(s) representing the Units
      stating that the Units have not been registered under the Act and
      referring to the restrictions on transferability of the Units, and by stop
      transfer orders or notations on the Company's records referring to the
      restrictions on transferability.

      3. The undersigned has been advised that the Units are not being
registered under the Act or the relevant state securities laws pursuant to
exemptions from the Act and laws, and that the Company's reliance upon such
exemptions is predicated in part on the undersigned's representations to the
Company as contained herein. The undersigned represents and warrants that the
Units are being purchased for its own account and for investment and without the
intention of reselling or redistributing the same, that the undersigned has made
no agreement with others regarding any of such Units and that its financial
condition is such that it is not likely that it will be necessary to dispose of
any of such Units in the foreseeable future. The undersigned is aware that, in
the view of the Securities and Exchange Commission and applicable state bodies
that administer state securities laws, a purchase of Units with an intent to
resell by reason of any foreseeable specific contingency or anticipated change
in market values, or any change in the condition of the Company or its business,
or in connection with a contemplated liquidation or settlement of any loan
obtained for the acquisition of the Units and for which the Units were pledged
as security, would represent an intent inconsistent with the representations set
forth above. The undersigned further represents and agrees that if, contrary to
its foregoing intentions, it should later desire to dispose of or transfer any
of such Units in any manner, it shall not do so without first obtaining (a) the
opinion of counsel designated by the Company that such proposed disposition or
transfer lawfully may be made without the registration of such Units for such
purpose pursuant to the Act, as then in effect, and applicable state securities
laws, or (b) such registrations (it being expressly understood that the Company
shall not have any obligation to register the Units for such purpose, except
insofar as paragraph 4 hereof requires the Company, in certain instances, to
register Registrable Securities).

<PAGE>


      The undersigned agrees that the Company may place a following restrictive
legend on the certificate(s) representing the Shares and documents evidencing
the Warrants, containing substantially the following language:

      "The shares represented by this Certificate were issued without
      registration under the Securities Act of 1933, as amended (the "Act") and
      without registration under Minnesota securities laws, in reliance upon
      exemptions contained in the Act and such laws. No transfer of these shares
      or any interest therein may be made except pursuant to effective
      registration statements under said laws unless this Corporation has
      received an opinion of counsel satisfactory to it that such transfer or
      disposition does not require registration under said laws and, for any
      sales under Rule 144 of the Act, such evidence as it shall request for
      compliance with that rule."

The undersigned agrees and consents that the Company may place a stop transfer
order on the Certificate(s) representing the Shares and documents evidencing the
Warrants to assure the undersigned's compliance with this Agreement and the
matters referenced above.

      The undersigned agrees to save and hold harmless, defend and indemnify the
Company and its directors, officers and agents from any claims, liabilities,
damages, losses, expenses or penalties arising out of any misrepresentation of
information furnished by the undersigned to the Company in this Subscription
Agreement.


      4. The Company agrees to the following terms and conditions relative to
registration of the Shares under the Act:

            (a) Definitions. As used in this Agreement, the following terms
shall have the meanings set forth respectively:

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

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

            "Holder" means (i) the undersigned purchaser of the Units or
      Registrable Securities and (ii) each person to whom Holder transfers the
      Units or Registrable Securities as provided herein.

            "Other Securities" shall mean any stock (other than Common Stock) or
      other securities of the Company which the Holder at any time shall be
      entitled to receive, or shall have received, upon the conversion of the
      Shares or 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.

<PAGE>


            "Registrable Securities" means any shares of Common Stock issued or
      which may be issued upon conversion of the Shares or upon exercise of the
      Warrants, and any Other Securities received with respect thereto;
      provided, however, that any such Common Stock and Other Securities shall
      cease to be Registrable Securities when (i) a Resale Registration
      Statement covering such Registrable Securities has been declared effective
      and such Registrable Securities have been disposed of pursuant to such
      effective Resale Registration Statement, (ii) such Registrable Securities
      become eligible for sale pursuant to Rule 144 (or any similar provision
      then in force) ("Rule 144") under the Act or (iii) such shares of Common
      Stock cease to be outstanding

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

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

            (b) Resale Registration. Despite anything in this Agreement to the
contrary, the Holder shall have the following rights regarding registration of
Registrable Securities which may be hereafter acquired upon conversion of the
Shares or exercise of the Warrants.

            (1) Required Registration. Upon request of holders of at least
            50,000 Units or Registrable Securities not theretofore registered
            under the Act, the Company shall prepare and file a registration
            statement on Form S-3 under the Act covering the Registrable
            Securities 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 Units or Registrable Securities that such registration is
            to be effected. The Company shall include in such registration
            statement such Registrable Securities 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 4(b). In the event that the holders of a
            majority of the Registrable Securities 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 Registrable Securities 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
            Registrable Securities shall not be deemed to have exercised their
            right to require the Company to register Registrable Securities
            pursuant to this Section 4(b).

            (2) Incidental Registration. Each time the Company shall determine
            to proceed with the actual preparation and filing of a registration
            statement under the Act in connection with the proposed offer and
            sale for money of any of its Common Stock by it or any of its

<PAGE>


            security holders other than a registration statement on From S-4 or
            S-8 or any other successor forms prescribed by the commission, the
            Company will give written notice of its determination to all record
            holders of Units and Registrable Securities. Upon the written
            request of a record holder of any Units and Registrable Securities
            given within fifteen (15) days after receipt of any such notice from
            the Company, the Company will, except as herein provided, cause all
            such Registrable Securities, 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 Registrable
            Securities 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 Registrable
            Securities 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 Registrable Securities
            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 Registrable Securities 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.

            (3) Registration Procedures. If and whenever the Company is required
            by the provisions of Section 4(b)(1) or 4(b)(2) to effect the
            registration of any Registrable Securities under the Act, the
            Company will:

            (i)   prepare and file with the Commission a registration statement
                  with respect to such Registrable Securities, 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 Registrable Securities,
                  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 

<PAGE>


                  necessary to keep such registration statement effective for
                  such period as may be reasonably necessary to effect the sale
                  of such Registrable Securities, not to exceed three (3)
                  months;

            (iii) furnish to the security holders participating in such
                  registration and to the underwriters of the Registrable
                  Securities 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 Registrable Securities;

            (iv)  use its best efforts to register or qualify the Registrable
                  Securities 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)  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;

            (vii) 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 Act or the
                  rules and regulations thereunder in connection with the
                  distribution of the Registrable Securities by such holder;

            (viii)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 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;


<PAGE>


            (ix)  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

            (x)   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 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.

            (4) Expenses. With respect to any registration, requested pursuant
            to Section 4(b)(1) (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 4(b)(2) (except as otherwise provided in Section 4(b)(2)
            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.

            (5) Copies of Prospectus; Amendments of Prospectus. The Company will
            furnish the Holder 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 Holder, shall be borne by the
            Holder.

            (6) Conditions of the Company's Obligations. It shall be a condition
            of the Company's obligation to register the Registrable Securities
            hereunder that the Holder 


<PAGE>


            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 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
            Act, and controlling precedent thereunder, the Company and the
            Holder provide cross-indemnification agreements to each other in
            customary scope covering the accuracy and completeness of the
            information furnished by each.

            (c) Restrictions on Sale. In the event of an underwritten public
offering for the account of the Company, upon the written request (the "Lock-up
Request") of the managing underwriter (or underwriters) of such offering, each
Holder agrees not to effect any public sale or distribution of any securities
similar to those being registered in such offering (other than pursuant to such
offering), including, without limitation, through sales of Registrable
Securities pursuant to a registration statement, during the 14 days prior to,
and during the 180-day period beginning on the effective date of the
registration statement relating to such offering (the "Lock-up Period");
provided, however, that the Holders shall not be required to comply with such
Lock-up Request unless the Company simultaneously demands analogous restrictions
on sale and uses all reasonable efforts to obtain from all other persons who are
contractually bound with the Company to comply with such Lock-up Requests and
from the Company's directors. In the event of the delivery of a Lock-up Request,
the time periods for which a registration statement is required to be kept
effective pursuant to Section 4(b) hereof shall be extended by the number of
days during the Lock-up Period.

            (g) Transfer of Registration Rights. The registration rights of
Holder and any Holders under this Section 4 may be transferred to any transferee
of Registrable Securities that acquires at least 1,000 shares of Registrable
Securities (appropriately adjusted for stock splits, stock dividends and the
like). Each such transferee shall be deemed to be a "Holder" for purposes of
this Section 4.

      5. The undersigned represents and warrants that the undersigned is a bona
fide resident of, and is domiciled in, the State of Minnesota and that the Units
are being purchased solely for the beneficial interest of the undersigned and
not as nominee, for, or on behalf of, or for the beneficial interest of, or with
the intention to transfer to, any other person, trust or organization, except as
specifically set forth in paragraph 8 of this Agreement.

THIS PARAGRAPH 5 IS REQUIRED IN CONNECTION WITH THE EXEMPTIONS FROM THE ACT AND
STATE LAWS BEING RELIED ON BY THE COMPANY WITH RESPECT TO THE OFFER AND SALE OF
THE SHARES. ALL OF SUCH INFORMATION WILL BE KEPT CONFIDENTIAL AND WILL BE
REVIEWED ONLY BY THE COMPANY, THE AGENT, IF ANY, AND THEIR RESPECTIVE COUNSEL.
The undersigned agrees to furnish any additional information which the Company,
the Agent, if any, or their respective legal counsel deem necessary in order to
verify the responses set forth below.


<PAGE>

      6. Accredited Status. The undersigned represents and warrants as follows:
         (CHECK IF APPLICABLE):

_______  (a) The undersigned is an individual with a net worth, or a joint net
         worth together with his or her spouse, in excess of $1,000,000. (In
         calculating net worth, you may include equity in personal property and
         real estate, including your principal residence, cash, short-term
         investments, stock and securities. Equity in personal property and real
         estate should be based on the fair market value of such property minus
         debt secured by such property.)

_______  (b) The undersigned is an individual with income in excess of $200,000
         in each of the prior two years and reasonably expects an income in
         excess of $200,000 in the current year.

_______  (c) The undersigned is an individual who, with his or her spouse, had
         joint income in excess of $300,000 in each of the prior two years and
         reasonably expects joint income in excess of $300,000 in the current
         year.

_______  (d) The undersigned is a director or executive officer of U-Ship, Inc.

_______  (e) The undersigned, if other than an individual, is an entity all of
         whose equity owners meet one of the tests set forth in (A) through (D)
         above.

_______  (f) The undersigned is an entity, and is an "Accredited Investor" as
         defined in Rule 501(a) of Regulation D under the Act. This
         representation is based on the following (check one or more, as
         applicable):

         ______  i.    The undersigned (or, in the case of a trust, the
                       undersigned trustee) is a bank or savings and loan 
                       association as defined in Sections 3(a)(2) and 
                       3(a)(5)(A), respectively, of the Act acting either in
                       its individual or fiduciary capacity.

         ______  ii.   The undersigned is an insurance company as defined in
                       section 2(13) of the Act.

         ______  iii.  The undersigned is an investment company registered under
                       the Investment Company Act of 1940 or a business 
                       development company as defined in Section 2(a)(48) 
                       of that Act.

         ______  iv.   The undersigned is a Small Business Investment Company
                       licensed by the U.S. Small Business Administration under
                       Section 301(c) or (d) of the Small Business Investment 
                       Act of 1958.


<PAGE>


         ______  v.    The undersigned is an employee benefit plan within the
                       meaning of Title I of the Employee Retirement Income 
                       Security Act of 1974 ("ERISA") and either (check one or 
                       more, as applicable):

                  ___a.    the investment decision is made by a plan fiduciary,
                           as defined in Section 3(21) of ERISA, which is either
                           a bank, savings and loan association, insurance
                           company, or registered investment advisor; or

                  ___b.    the employee benefit plan has total assets in excess
                           of $5,000,000; or

                  ___c.    the plan is a self-directed plan with investment
                           decisions made solely by persons who are "Accredited
                           Investors" as defined under the Act.

         ______  vi.   The undersigned is a private business development company
                       as defined in Section 202(a)(22) of the Investment 
                       Advisors Act of 1940.

         ______  vii.  The undersigned has total assets in excess of $5,000,000,
                       was not formed for the specific purpose of acquiring 
                       shares of the Company and is one or more of the following
                       (check one or more, as appropriate):

                  ___a.    an organization described in Section 501(c)(3) of the
                           Internal Revenue Code; or

                  ___b.    a corporation; or

                  ___c.    a Massachusetts or similar business trust; or

                  ___d.    a partnership.

         ______  viii. The undersigned is a trust with total assets exceeding
                       $5,000,000 which was not formed for the specific purpose 
                       of acquiring shares of the Company and whose purchase is 
                       directed by a person who has such knowledge and 
                       experience in financial and business matters that he or 
                       she is capable of evaluating the merits and risks of the 
                       investment in the Units. (IF ONLY THIS RESPONSE IS 
                       CHECKED, please contact the Company to receive and 
                       complete an information statement before this 
                       subscription can be considered).


<PAGE>


      7. NASD Affiliation. The undersigned is affiliated or associated, directly
or indirectly, with a National Association of Securities Dealers, Inc. ("NASD")
member firm or person.

                       Yes ________           No ________

      If yes, list the affiliated member firm or person:_______________________

      _________________________________________________________________________

      _________________________________________________________________________


      Your relationship to such member firm or person:_________________________

      _________________________________________________________________________

      _________________________________________________________________________


      8. Entities. If the undersigned is not an individual but an entity, the
individual signing on behalf of such entity and the entity jointly and severally
agree and certify that:

            (a) The undersigned was not organized for the specific purpose of
      acquiring the Units; and

            (b) This Agreement has been duly authorized by all necessary action
      on the part of the undersigned, has been duly executed by an authorized
      officer or representative of the undersigned, and is a legal, valid and
      binding obligation of the undersigned enforceable in accordance with its
      terms.

      9. Miscellaneous.

      (a) Manner in which title is to be held: (check one)

            _____ Individual Ownership

            _____ Joint Tenants with Right of Survivorship*

            _____ Partnership*

            _____ Tenants in Common*

            _____ Corporation

            _____ Trust

            _____ Other _______________________________________________________

                        _____________________________________________(describe)

      -------------
      *Multiple signatures required.


<PAGE>


      (b) The undersigned agrees that the undersigned understands the meaning
      and legal consequences of the agreements, representations and warranties
      contained herein, agrees that such agreements, representations and
      warranties shall survive and remain in full force and effect after the
      execution hereof and payment for the Units, and further agrees to
      indemnify and hold harmless the Company, each current and future officer,
      director, employee, agent and shareholder from and against any and all
      loss, damage or liability due to, or arising out of, a breach of any
      agreement, representation or warranty of the undersigned contained herein.

      (c) This Agreement shall be construed and interpreted in accordance with
      Minnesota law without regard to conflict of law provisions.

      (d) The undersigned agrees to furnish to the Company or the Agent, if
      applicable, upon request, such additional information as may be deemed
      necessary to determine the undersigned's suitability as an investor.

                         [NOTE: SIGNATURE PAGE FOLLOWS]


<PAGE>


Dated: _______________________, 1998.


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Signature                                   Signature

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Name Typed or Printed                       Name Typed or Printed



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Residence Address                           Residence Address

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City, State and Zip Code                    City, State and Zip Code

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Mailing Address                             Mailing Address

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City, State and Zip Code                    City, State and Zip Code

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Tax Identification or Social                Tax Identification or Social
Security Number                             Security Number


<PAGE>


                            ACCEPTANCE BY THE COMPANY

U-Ship, Inc. hereby agrees to and accepts the foregoing Subscription Agreement
to the extent of _______________ Units.


                                         U-SHIP, INC.



                                         By __________________________________
                                            Bruce H. Senske
                                            Its: Chief Executive Officer