EXHIBIT 10.14


                            NOTE CONVERSION AGREEMENT


         THIS NOTE CONVERSION AGREEMENT (the "Agreement") dated as of March 30,
  1999, by and between U-Ship, Inc., a Utah corporation (the "Company"), and
  _____________ (the "Investor"), an individual whose business address is
  _____________________________________.

         WHEREAS, on January 13, 1999, pursuant to that certain Note Agreement
between Company and Investor (the "Note Agreement"), the Company sold to
Investor investment units (the "Units"), comprised of (i) $500,000 principal
amount of the corporation's unsecured promissory note (the "Note") payable in 3
years with an interest rate of 12% per annum, and (ii) a warrant to purchase
13,333 shares of its $0.004 par value common stock (the "Common Stock") at a
purchase price of $1.875 per share, for a period of 5 (the "Original Warrant");
and

         WHEREAS, it is desirable for this corporation to convert the Note into
shares of Common Stock in accordance with the terms and conditions of this
Agreement;

         NOW THEREFORE, in consideration of the foregoing, the mutual promises
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1. Conversion of Loan/ Cancellation of Promissory Note. The Investor
agrees that the indebtedness represented by the Note, including interest, shall
be cancelled and converted into 175,000 shares of Common Stock (the "Shares")
together with a warrant to purchase 50,000 shares of Common Stock for a period
of 5 years at an exercise price of $2.00 per share (the "New Warrant") upon
Investor's (a) execution and delivery of a Subscription Agreement to that effect
in form satisfactory to Company and its counsel, (b) delivery to the Company of
the original Note marked "paid in full" and signed by Investor, and (c) delivery
to the Company of the original Note Agreement. Upon acceptance of said
Subscription Agreement by Company and delivery of the original Note, Company
shall cause a certificate for the Shares, and the written New Warrant, to be
issued to Investor as soon as practicable, said Shares issued to Investor to be
fully paid and nonassessable.

         2. Warrants. Notwithstanding the cancellation of the Note and issuance
of the Shares and the New Warrant, the Original Warrant issued to Investor in
connection with the sale of the Units shall remain valid and in full force and
effect, in accordance with their terms.

         3. Note Agreement. Upon issuance of the Shares and the Warrant, and
except with regard to the representations and warranties of the Investor which
shall remain in force, the Note Agreement shall become null and void and of no
further force or effect.

         4. Other.



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         (a)      This Agreement, including the appendices attached hereto,
                  constitutes the entire agreement of the parties relative to
                  the subject matter hereof and supersedes any and all other
                  agreements and understandings, whether written or oral,
                  relative to the matters discussed herein.

         (b)      This Agreement shall be construed and enforced in accordance
                  with the laws of the State of Minnesota, without regard to
                  conflicts of laws principles.

         (c)      This Agreement may be executed in two or more counterparts,
                  each of which shall be deemed an original, but all of which
                  together shall constitute one and the same instrument.


         IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the date set forth above.

INVESTOR:                                 U-SHIP, INC.



                                          By
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Print Full Name                                    Peter C. Lytle
                                                   Chief Executive Officer


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Signature



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Address



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Telephone Number



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Social Security Number



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