EXHIBIT 10.25

                        MANCHESTER FINANCIAL GROUP, INC.

                               RETAINER AGREEMENT

THIS AGREEMENT (the "Agreement") dated as of September 12, 1997 confirms that
U-SHIP, INC. ("USI") has engaged, as of the date hereof, Manchester Financial
Group, Inc. ("MFGI") to perform certain Consulting/Financial Advisory Services
(the "Services") for USI. In connection with the foregoing, USI and MFGI agree
that:

         1.       Retention. USI hereby retains MFGI on an exclusive basis in
                  connection with providing Consulting/Financial Advisory
                  Services for USI as described herein.

         2.       Termination. The initial terms of this Agreement shall be for
                  twelve (12) months commencing on the date hereof. During the
                  initial twelve (12) month term, this Agreement may not be
                  terminated by either USI or MFGI except for failure to
                  provide, using reasonable business practices, the Services
                  described herein. Following expiration of the initial twelve
                  (12) month term of this Agreement, either MFGI or USI may
                  terminate this Agreement at any time upon 30 days written
                  notice, delivered to the other, and without liability or
                  continuing obligation on the part of MFGI. However, USI's
                  obligations to MFGI shall continue after the termination of
                  this Agreement.

         3. Services. MFGI will apply reasonable business efforts to provide the
following services:

                  A.       Assist USI in conducting an in-depth strategic review
                           including, but not limited to, market
                           definition/segmentation, relevant
                           competition/competitive position, market
                           attractiveness, business system analysis, and
                           competitive strategies including re-engineering.

                  B.       Assist USI in exploring strategic alternatives,
                           including merger or sale and facilitate consummation
                           of a transaction as appropriate.

                  C.       Assist USI in developing a definitive business plan
                           including, but not limited to, business/industry
                           description, management team resumes,
                           products/services features and functions, market
                           research/analysis, estimated market share/sales,
                           design/development plans, operations plan, overall
                           schedule and critical risks/problems.

                  D.       Evaluate and analyze the business operations,
                           financing and capitalization of USI and make
                           recommendations for improvement to USI management.
                           MFGI will not be directly involved in financing
                           activities. However, should USI wish to engage MFGI
                           for such financing activities USI and MFGI would
                           enter into a separate agreement for the same.

                  E.       Assist USI in developing/implement strategy for 
                           communications to shareholders, employees, creditors 
                           and equity markets.

                  F.       Provide the Board with timely updates on progress.
                           Seek audit committee approval for any significant
                           changes in the Company's current financial reporting
                           policies and procedures.

         4.       Additional Terms of Retention. Implementation of MFGI's
                  recommendations are at the sole discretion of USI's
                  management. It is understood that the Services do not involve
                  actual management of USI's business. Neither MFGI or any of
                  its officers, shareholders, agents or employees assume any
                  authority or responsibility whatsoever for making or
                  implementing management decisions regarding the conduct of
                  USI's business. The role of MFGI hereunder is strictly that of
                  a consultant.

September 25, 1997


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         5.       Fees and Expenses.

                  A.       A monthly fee of $15,000 beginning with the effective
                           date of MFGI's engagement and on the first of each
                           month thereafter for a period of eleven ( 11) months.

                  B.       Two hundred thousand (200,000) Warrants for USI's
                           stock will be granted MFGI, or its designees, as of
                           the effective date of execution of this Agreement.
                           Such Warrants will be exercisable for five (5) years
                           from the date of issuance and will have an exercise
                           price equal to the value of USI's stock on the
                           effective date of this Agreement. The Warrants will
                           contain the appropriate anti-dilution provisions and
                           will also contain ratchet-down provisions which will
                           result in the re-pricing of the Warrants in the event
                           that Stock or Warrants are subsequently issued at a
                           lower price.

                  C.       Notwithstanding the foregoing, if, whether or not
                           directly or indirectly introduced by MFGI during the
                           term of this Agreement, (i) USI enters into a
                           contract or letter of intent to be acquired by, or
                           sell all, or substantially all, of its assets to a
                           purchaser, or, (ii) MFGI arranges for a majority of
                           USI's common stock to be purchased by an investor,
                           MFGI will be paid a financial advisory fee at the
                           closing of such acquisition or sale, with no
                           deductions for retainers previously paid by USI as
                           follows:

                           *        Five percent (5%) of the first $1 million in
                                    transaction proceeds/value

                           *        Four percent (4%) of the next $1 million

                           *        Three percent (3%) of the next $1 million

                           *        Two percent (2%) of the next $1 million

                           *        One percent (1 %) of everything over $4
                                    million

                  D.       USI agrees to, on an as-incurred basis, as documented
                           by MFGI, to reimburse MFGI for all reasonable
                           out-of-pocket expenses incurred in connection with
                           the rendering of the Services. MFGI will submit
                           expense reimbursement bills on a monthly basis, and
                           USI agrees that they will be paid within 10 days. Any
                           individual expense in excess of $200 will be subject
                           to USI's prior written approval. MFGI's fees do not
                           include any fees which may be charged by other
                           related or non-related entities involved in pursuit
                           of the execution of the Services outlined herein.
                           Such other fees may include, but are not limited to,
                           those charged by legal counsel, auditors and tax
                           advisors, appraisal companies, environment testing
                           concerns, lenders, industry consultants and other
                           consultants or professionals as may be mutually
                           determined to be necessary.

         6.       Cooperation. USI will cooperate with MFGI and provide, where
                  possible, information reasonably required by MFGI in
                  connection with fulfilling service obligations under this
                  Agreement. In addition, MFGI will require the involvement of,
                  and USI agrees to provide reasonable access to, the Board and
                  senior management USI.

         7.       Confidentiality.

                  A.       This Agreement and its contents, including any
                           proprietary company information, will be treated by
                           USI and MFGI as confidential except as required by
                           law. MFGI will also treat as confidential the
                           contemplated plans and strategies of USI. Neither USI
                           nor MFGI will, unless required by a statute, rule,
                           regulation, agency or court, make any public or
                           private statements about USI, their financing or
                           structure, without the prior consent of the other
                           parties to this Agreement.

                  B.       Without limiting the generality of Section 6(a), any
                           advice rendered by MFGI pursuant to this Agreement
                           may not, unless required by an statute, rule,
                           regulation, agency or court, be disclosed publicly or
                           privately in any manner without MFGI's prior written
                           approval and will be treated as confidential.

September 25, 1997



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                  C.       USI will provide MFGI with all reasonable financial
                           and other information requested by MFGI for the
                           purpose of rendering its Services pursuant to this
                           Agreement. All non-public information given to MFGI
                           by USI will be treated by MFGI as confidential by it
                           and will not be used by MFGI for any purposes other
                           than the performance of the Services rendered to USI
                           under this Agreement.

                  D.       With respect to information about their businesses
                           provided by USI, MFGI agrees that, for a period of
                           one (1) year, the information will be kept
                           confidential by it and that access to the information
                           will be limited to those persons under its
                           supervision who may have a need to know the
                           information. MFGI further agrees that such
                           information shall be deemed to be the property of USI
                           and, when in tangible form, shall be returned to USI
                           upon request. USI's information shall be used only
                           for purposes expressed herein and may be used for
                           other purposes only with the prior written approval
                           of USI. MFGI also agrees to keep confidential in
                           accordance herewith any analysis, compilation, study,
                           or other documents prepared by MFGI for use in
                           connection with the above-mentioned Services.

                  E.       In the event that any party hereto, or either of its
                           representatives, are requested or required (by oral
                           questions, interrogatories, requests for information
                           or documents, subpoena, Civil Investigative Demand,
                           similar process or otherwise), to disclose any
                           information of the other party, it is agreed that the
                           requested or required party will provide the other
                           with prompt notice of such request so that the other
                           may seek an appropriate protective order and/or waive
                           compliance with the provisions of this Agreement. It
                           is further agreed that, if in the absence of a
                           protective order or the receipt of a waiver
                           hereunder, any party or its representatives is
                           nonetheless, in the opinion of its respective
                           counsel, compelled to disclose information or else
                           stand liable for contempt or suffer other censure or
                           penalty or other adverse consequences, the requested
                           party or its representative may disclose such
                           information without liability hereunder.

                  F.       The phrase "information" does not include information
                           which (i) is or becomes available to the public other
                           than as a result of a disclosure in violation of the
                           terms hereof; (ii) was in the possession of a
                           respective party on a non-confidential basis prior to
                           its disclosure under this Agreement; or (iii) becomes
                           available on a non-confidential basis from a source
                           other than a party hereto or its respective
                           representative.

                  G.       Because damages at law would be difficult to
                           ascertain in the event of the failure or refusal of
                           either party hereto to comply with the provisions of
                           this paragraph 6, each party, in addition to, and not
                           in limitation of, any of the rights, remedies or
                           damages available at law or in equity, shall (a) be
                           entitled to seek or restrain any such breach and (b)
                           be entitled to seek the recovery from the breaching
                           party of all costs and expenses, including reasonable
                           attorneys' fees in connection therewith, incurred by
                           the party seeking to enforce or prevent any breach or
                           threatened breach of this paragraph 6.

         8.       Indemnification. If, in connection with any Services or
                  matters that are the subject of this Agreement, MFGI becomes
                  involved in any capacity in any action or legal proceeding,
                  pending or threatened, USI agrees (i) to reimburse MFGI for
                  the reasonable legal fees, disbursements of counsel and other
                  expenses (including the cost of investigation and preparation)
                  incurred by MFGI as such fees, disbursements and other
                  expenses are incurred; and (ii) to indemnify, defend, and hold
                  MFGI harmless against any losses, claims, damages, or
                  liabilities, joint or several, to which MFGI may become
                  subject arising out of any such action or legal proceeding
                  unless such action or legal proceedings are a direct result of
                  MFGI's gross negligence.

         9.       The provisions of this Agreement shall, where applicable,
                  survive the expiration of the period of this Agreement,
                  including any extensions thereof.

September 25, 1997



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         10.      Entire Agreement. This Agreement constitutes the entire
                  agreement between the parties hereto with respect to the
                  subject matter hereof and supersedes and cancels as of the
                  date hereof all prior understandings, written or oral, with
                  respect to the subject matter hereof.

         11.      Governing Law. This Agreement and the agreements contained
                  herein shall be governed by, and construed in accordance with,
                  the laws of the State of Minnesota, without giving effect to
                  the principles of conflicts of laws thereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                              MANCHESTER FINANCIAL GROUP, INC.

                              By /S/ Mark W. Sheffert
                                 ------------------------------
                                Its President & CEO
                                    ------------------------------
                              U-SHIP, INC.                       
                                                                 
                              By /S/ B. Richard Vogen
                                 ------------------------------
                                Its Chairman
                                    ------------------------------
September 25, 1997