EXHIBIT 10.10


"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 100,000 SHARES OF
                                 COMMON STOCK OF
                                  U-SHIP, INC.
NO. 98W-35

                                  JUNE 3, 1998

      For good and valuable consideration, Manchester Financial Group, Inc. (the
"Warrantholder"), is entitled to subscribe for and purchase from U-Ship, Inc., a
Utah Corporation, (the "Company"), any time after the above date, and prior to
April 30, 2001 (the "Expiration Date"), up to one hundred thousand (100,000)
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 this
      Warrant, 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 $.60 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 this Warrant 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
      this Warrant pursuant to Section 2 hereof.

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

      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 Section


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<PAGE>


2 hereof for a new Warrant of like tenor and date representing in the aggregate
the right to purchase the number of shares purchasable hereunder, such new
Warrant 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 this Warrant 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 this
Warrant 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 this Warrant 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


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<PAGE>


      the Warrantholder shall thereafter have the right to purchase and receive
      upon the basis and upon the terms and conditions specified Warrant and in
      lieu of the shares of Common Stock of the Company immediately theretofore
      purchasable and receivable upon the exercise of this Warrant 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 this Warrant
      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 this Warrant (including, without limitation, provisions for
      adjustment of the Purchase Price and the number of shares purchasable upon
      the exercise of this Warrant) 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 this Warrant.

      (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, this Warrant 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


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<PAGE>


not at the time so convertible or exchangeable) or options, this Warrant 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, this Warrant or other rights to
purchase or acquire Common Stock shall be deemed to have been issued at the time
such options, this Warrant or rights were issued and for a 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, this Warrant or rights plus the minimum purchase price provided in such
options, this Warrant 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, this Warrant 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, this Warrant 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, this
Warrant 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, this Warrant 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, this Warrant 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,
this Warrant 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, this Warrant 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, this Warrant, 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, this Warrant 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, this Warrant, 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).


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<PAGE>


            (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 this
Warrant, including this Warrant. 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).

            (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 this
Warrant (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 this Warrant 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 this Warrant, 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. 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


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<PAGE>


stock dividend, split, combination or reclassification that took effect during
such 30 business day period). The closing 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 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 this Warrant
            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


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<PAGE>


            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
            this Warrant 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.

      (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 upon exercise, 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 this Warrant, 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 this Warrant
      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.


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<PAGE>


      (a) Required Registration. Upon request of holders of this Warrant 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 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.


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<PAGE>



      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 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


                                       10

<PAGE>


            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
      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


                                       11

<PAGE>


      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 this Warrant. 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 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.


                                       12

<PAGE>


      IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by a
duly authorized officer, and to be dated as of the 3rd day of June, 1998.


                                        U-SHIP, INC.



                                             By: /s/ Peter C. Lytle
                                                 -------------------------------
                                                 Peter C. Lytle, President


                                       13

<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:
                                                --------------------------------

                                                --------------------------------


                                       14

<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:
                                                --------------------------------

                                                --------------------------------


                                       15