EXHIBIT 10.12


                                                         Account # _____________

                                            Registered Representative #_________



                             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, _________________, a resident of or entity, organized under the
laws of the State of _____________ 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 Exhibit E
to the Company's Confidential Private Placement Memorandum dated April 15, 1998
("Memorandum") 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.

      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

<PAGE>


      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;

            (d) has reviewed (i) the Memorandum by which the Company proposes to
      offer the Units for sale and is familiar with the factors contained
      therein under the caption "Risk Factors" which are intended to serve as
      cautionary factors within the meaning of the Private Securities Litigation
      Reform Act of 1995; and (ii) copies of the Company's recent reports filed
      under the Securities Exchange Act of 1934, including, the Company's Form
      l0-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


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<PAGE>


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).

      The undersigned agrees that the Company may place the 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 or any other state's 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" or, collectively, "Holders, means (i) the undersigned
      purchaser of the Units or Registrable Securities and (ii) each person to
      whom Holder transfers the Units or


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<PAGE>


      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.

            "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(k) (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 if its then eligible
            file a registration statement on Form S-3 under the Act covering the
            resale of 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


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<PAGE>


            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
            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


                                        5

<PAGE>


            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 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;


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<PAGE>


            (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;

            (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.


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<PAGE>


            (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 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 1810-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.

            (d) 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 ________________ 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.


                                        8

<PAGE>


THE FOLLOWING PARAGRAPH 6 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.

      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 50 1(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.


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<PAGE>


      _____ 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.


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<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 S5,000,000, 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).

      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: ____________________
         _______________________________________________________________________
         _______________________________________________________________________


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<PAGE>


         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

      (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.


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<PAGE>



      (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]


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<PAGE>


                              INDIVIDUAL SUBSCRIBER

Dated: April ___, 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


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                                ENTITY SUBSCRIBER

Dated: April _____, 1998.


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Signature



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Name Typed or Printed



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Address


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City State and Zip Code


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Tax Identification

                            CERTIFICATE OF SIGNATORY

        (To be completed if Units are being subscribed for by an entity)

I, _________________________, am the __________________ of _________________,
the "Entity").

      I certify that I am empowered and duly authorized by the Entity to execute
and carry out he terms of the Subscription Agreement and to purchase and hold
the Units, and certify further that the Subscription has been duly and validly
authorized and executed on behalf of the Entity and constitutes a legal, valid
and binding obligation of the Entity.

      IN WITNESS WHEREOF, I have signed this certificate this _____day of ,
1998.




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                                         Signature


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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
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                                            Bruce H. Senske
                                            Its: Chief Executive Officer


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