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                                                                     EXHIBIT 4.1

             CERTIFICATE OF DESIGNATION OF PREFERENCES AND RIGHTS OF

 SERIES D CONVERTIBLE PREFERRED STOCK AND ARTICLES OF AMENDMENT TO THE RESTATED
         ARTICLES OF INCORPORATION OF UNITED SHIPPING & TECHNOLOGY, INC.

     Pursuant to the provisions of the Utah Revised Business Corporation Act,
the undersigned corporation adopts the following certificate of designation and
articles of amendment to its Restated Articles of Incorporation, as amended to
date:

       FIRST:  The name of the corporation is United Shipping & Technology,
               Inc.

       SECOND: Pursuant to the authority vested in the Board of Directors by
               this corporation's Restated Articles of Incorporation, as amended
               to date, the Board of Directors of this corporation by unanimous
               written consent pursuant to Section 16-10a-602 of the Utah
               Revised Business Corporation Act did adopt on February 25, 2001,
               without shareholder action, the following resolutions,
               authorizing the creation and designation of a series of preferred
               stock designated as Series D Convertible Preferred Stock as set
               forth on Exhibit A attached hereto, which resolutions amend this
               corporation's Restated Articles of Incorporation, as amended to
               date, as contemplated thereby and pursuant to Exhibit A attached
               hereto:

                    RESOLVED that, in order to comply with and fulfill its
               obligations under the Transaction Documents, the Corporation will
               be required to amend its Restated Articles of Incorporation in
               order to designate a new class or series of its authorized
               preferred shares as set forth on Exhibit "A" to these Consent
               Resolutions (the "Charter Amendment"); and

                    RESOLVED FURTHER, that the Board of Directors, acting under
               authority of its Restated Articles of Incorporation and Sections
               16-10a-1002(1)(e) and 16-10a-602(1) of the Act, hereby approves
               and adopts the Charter Amendment; and

                  RESOLVED FURTHER, that, in the manner required by law and by
               the Corporation's Restated Articles of Incorporation, the
               appropriate officers of the Corporation be and they hereby are
               authorized and directed to cause to be prepared, and to execute,
               and to file with the Division of Corporations and Commercial Code
               of the State of Utah, appropriate amendment documents causing the
               amendment of the Corporation's Restated Articles of Incorporation
               in the manner contemplated by the Charter Amendment and these
               Consent Resolutions.

       THIRD:  In accordance with and pursuant to Section 16-10a-602(4), none
               of the shares of the Series D Convertible Preferred Stock
               designated prior to the date hereof, which preferences,
               limitations and relative rights granted to or imposed upon series
               of shares are hereby amended, have been issued.

     In witness whereof, this Certificate of Designation of Series D Convertible
Preferred Stock is hereby executed on behalf of this corporation this 6th day of
March, 2001.

                                 United Shipping & Technology, Inc.

                                 /s/ Wesley C. Fedenburg
                                 -----------------------------------------------
                                 By Wesley C. Fredenburg,
                                 Its Secretary and General Counsel
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                                    Exhibit A

         UNITED SHIPPING & TECHNOLOGY, INC. (THE "CORPORATION") SERIES D
                       CONVERTIBLE PREFERRED STOCK TERMS


     Section 1. Designation and Amount. Subject to the provisions of Section 5B
hereof, the number of authorized shares of Series D Convertible Preferred Stock,
par value $0.004 per share (the "Series D Preferred Stock"), shall be 3,000,000
The Series D Preferred Stock shall, with respect to dividend rights and rights
on liquidation, dissolution and winding up, rank senior to the Corporation's
Common Stock, the Corporation's Series A Cumulative Convertible Preferred Stock,
par value $0.004 per share (the "Series A Preferred Stock"), and to each other
class of capital stock of the Corporation now or hereafter established
(collectively, the "Junior Securities") but shall, with respect to dividend
rights, and rights on liquidation, dissolution and winding up, rank pari passu
with the Corporation's Series B Convertible Preferred Stock, par value $0.004
per share (the "Series B Preferred Stock"), the Corporation's Series C
Convertible Preferred Stock, Par Value $0.004 per share (the "Series C Preferred
Stock") and the Corporation's Series E Convertible Preferred Stock ("Series E
Preferred Stock"); provided, however, that the Series B Preferred Stock, the
Series C Preferred Stock and the Series E Preferred Stock shall be deemed Junior
Securities, with respect to a Liquidation Event (as defined below), if the
stockholders of the Corporation shall approve amendments to the respective
certificates of designation of the Series B Preferred Stock, the Series C
Preferred Stock and the Series E Preferred Stock (collectively, the "Series B, C
and E Amendments") which classify such series as Junior Securities. The
definition of Junior Securities shall also include any rights or options
exercisable for or convertible into any of the Junior Securities.

     Section 2. Dividends. In the event that the Corporation declares or pays
any dividends upon the Common Stock (whether payable in cash, securities or
other property) other than dividends payable solely in shares of Common Stock,
the Corporation shall also declare and pay to the holders of the Series D
Preferred Stock at the same time that it declares and pays such dividends to the
holders of the Common Stock, the dividends which would have been declared and
paid with respect to the Common Stock issuable upon conversion of the Series D
Preferred Stock had all of the outstanding Series D Preferred Stock been
converted immediately prior to the record date for such dividend, or if no
record date is fixed, the date as of which the record holders of Common Stock
entitled to such dividends are to be determined.

     Section 3. Liquidation Preference. Upon any liquidation, dissolution or
winding up of the Corporation (whether voluntary or involuntary) (a "Liquidation
Event"), each holder of Series D Preferred Stock shall be entitled to be paid,
before any distribution or payment is made upon any Junior Securities but pari
passu with any payment made upon the Series B Preferred Stock, the Series C
Preferred Stock and the Corporation's Series E Preferred Stock, an amount in
cash equal to the aggregate Liquidation Value of all shares of Series D
Preferred Stock (each, a "Share") held by such holder (plus all accrued and
unpaid dividends thereon); provided, however, that if any of the Series B, C or
E Amendments are adopted, the Series D Preferred Stock shall be entitled to be
paid such amounts before any distribution or payment is made upon such series
(Series B, C and E Preferred Stock), and such series (Series B, C and E
Preferred Stock) shall be deemed Junior Securities for the purposes of this
Section 3, but without otherwise affecting the Series B, C or E Preferred
Stock's seniority over Junior Securities in a Liquidation Event as set forth in
their respective certificates of designation. If upon any such Liquidation
Event, the Corporation's assets to be distributed among the holders of the
Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and
Series E Preferred Stock are insufficient to permit payment to such holders of
the aggregate amount which they are entitled to be paid under this Section 3,
then the entire assets available to be distributed to the Corporation's
stockholders shall be distributed pro rata among the holders of Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E
Preferred Stock based upon the aggregate Liquidation Value (plus any unpaid
dividends thereon) attributable to each such holder. Not less than 60 days prior
to the payment date stated therein, the Corporation shall mail written notice of
any such Liquidation Event to each record holder of Series D Preferred Stock,
setting forth in reasonable detail the amount of proceeds to be paid
<PAGE>

with respect to each Share and each share of Common Stock in connection with
such Liquidation Event. A Change of Control shall not be deemed a Liquidation
Event for purposes of this Section 3.

     Section 4. Redemptions.

          4A Mandatory Redemption. Subject to the provisions of this Section 4,
     on March 1, 2007 (the "Redemption Date"), the Corporation will be required
     to redeem each outstanding Share at a price equal to the Liquidation Value
     per such Share.

          4B Redemption Payments. For each Share which is to be redeemed
     hereunder, the Corporation shall be obligated on the Redemption Date to pay
     to the holder thereof (upon surrender by such holder at the Corporation's
     principal office of the certificate representing such Share) an amount in
     cash immediately available funds equal to the Liquidation Value of such
     Share (plus all accrued and unpaid dividends thereon) (the "Redemption
     Price"). If the funds of the Corporation legally available for redemption
     of Shares on any Redemption Date are insufficient to pay the Redemption
     Price for the total number of Shares to be redeemed on such date, those
     funds which are legally available shall be used to redeem the maximum
     possible number of Shares pro rata among the holders of the Shares to be
     redeemed based upon the aggregate Liquidation Value of such Shares held by
     each such holder (plus all accrued and unpaid dividends thereon). At any
     time thereafter when additional funds of the Corporation are legally
     available for the redemption of Shares, such funds shall immediately be
     used to pay the balance of the cash portion of the Redemption Price for the
     Shares which the Corporation has become obligated to redeem on any
     Redemption Date but which it has not redeemed.

          4C Notice of Redemption. Each holder of Series D Preferred Stock shall
     give written notice of its election to exercise its redemption rights under
     Section 4A above to the Corporation not more than thirty (30) nor less than
     ten (10) days prior to the date on which such redemption is to be made. In
     case fewer than the total number of Shares represented by any certificate
     are redeemed, a new certificate representing the number of unredeemed
     Shares shall be issued to the holder thereof without cost to such holder
     within five business days after surrender of the certificate representing
     the redeemed Shares.

          4D Dividends After Redemption Date. No Share shall be entitled to any
     dividends declared after the date on which the Redemption Price of such
     Share is paid to the holder of such Share. On such date, all rights of the
     holder of such Share shall cease, and such Share shall no longer be deemed
     to be issued and outstanding.

          4E Reacquired Shares. Any Shares which are redeemed or otherwise
     acquired by the Corporation shall be canceled and retired to authorized but
     unissued shares and shall not be reissued, sold or transferred.

          4F Change of Control.

               (i) Promptly after the occurrence of a Change of Control, which
          does not include any transaction between the Company and the
          Purchasers or THLi (the date of such occurrence being the "Change of
          Control Date"), the Corporation shall commence (or cause to be
          commenced) an offer to purchase all outstanding shares of Series D
          Preferred Stock pursuant to the terms described in Section 4F(iv) (the
          "Change of Control Offer") at a purchase price equal to the
          Liquidation Value for each Share (plus any unpaid dividends thereon)
          (the "Change of Control Amount") on the Change of Control Payment
          Date, and shall purchase (or cause the purchase of) any Shares of
          Series D Preferred Stock tendered in the Change of Control Offer
          pursuant to the terms hereof.


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               (ii) At the option of each holder of Series D Preferred Stock,
          the Change of Control Amount payable to such holder shall be payable
          (A) in cash, (B) in a number of shares of Common Stock (or the
          securities of the entity into which the Common Stock became converted
          or was exchanged in connection with the Change of Control) determined
          by dividing the portion of the Change of Control Amount that would
          otherwise be paid in cash (and which the holder has elected to receive
          in shares) by the Conversion Price in effect as of the date on which
          the Change of Control occurred (which will determine the number of
          shares of the Corporation that the holder would receive, which shall
          then be used to determine the number of shares of the successor
          entity, if applicable, that the holder is entitled to receive), or (C)
          in a combination of cash and such shares.

               (iii) If a holder elects to receive the Change of Control Amount
          in cash, prior to the mailing of the notice referred to in Section
          4F(iv), but in any event within 20 days following the date on which a
          Change of Control has occurred, the Corporation shall (A) promptly
          determine if the purchase of the Series D Preferred Stock for cash
          would violate or constitute a default under any Indebtedness of the
          Corporation and (B) either shall repay to the extent necessary all
          such Indebtedness of the Corporation that would prohibit the
          repurchase of the Series D Preferred Stock pursuant to a Change of
          Control Offer or obtain any requisite consents or approvals under
          instruments governing any Indebtedness of the Corporation to permit
          the repurchase of the Series D Preferred Stock for cash. The
          Corporation shall first comply with this Section 4F(iii) before it
          shall repurchase for cash any Series D Preferred Stock pursuant to
          this Section 4F.

               (iv) At least within 20 days following the date on which a Change
          in Control has occurred, the Corporation shall send, by first-class
          mail, postage prepaid, a notice (a "Change of Control Notice") to each
          holder of Series D Preferred Stock. If applicable, such Change of
          Control Notice shall contain all instructions and materials necessary
          to enable such holders to tender Series D Preferred Stock pursuant to
          the Change of Control Offer. Such Change of Control Notice shall
          state:

                    (A) that a Change of Control has occurred, that a Change of
               Control Offer is being made pursuant to this Section 4F and that
               all Series D Preferred Stock validly tendered and not withdrawn
               will be accepted for payment;

                    (B) the purchase price (including the amount of accrued
               dividends, if any) and the purchase date (which must be no
               earlier than 30 days nor later than 60 days from the date such
               notice is mailed, other than as may be required by law) (the
               "Change of Control Payment Date");

                    (C) that holders electing to have any Share purchased
               pursuant to a Change of Control Offer will be required to
               surrender stock certificates representing such Shares, properly
               endorsed for transfer, at the address specified in the notice
               prior to the close of business on the business day prior to the
               Change of Control Payment Date;

                    (D) that holders will be entitled to withdraw their election
               if the Corporation receives, not later than five business days
               prior to the Change of Control Payment Date, a telegram,
               facsimile transmission or letter setting forth the name of the
               holder, the number of shares of Series D Preferred Stock the
               holder delivered for purchase and a statement that such holder is
               withdrawing its election to have such Shares purchased;


                                       3
<PAGE>

                    (E) that holders who tender only a portion of the Shares
               represented by a certificate delivered will, upon purchase of the
               Shares tendered, be issued a new certificate representing the
               unpurchased Shares; and

                    (F) the circumstances and relevant facts regarding such
               Change of Control (including information with respect to pro
               forma historical income, cash flow and capitalization after
               giving effect to such Change of Control).

               (v) The Corporation will comply with any tender offer rules under
          the Exchange Act which may then be applicable in connection with any
          offer made by the Corporation to repurchase the Shares as a result of
          a Change of Control. To the extent that the provisions of any
          securities laws or regulations conflict with provisions hereof, the
          Corporation shall comply with the applicable securities laws and
          regulations and shall not be deemed to have breached its obligation
          hereunder by virtue thereof.

               (vi) On the Change of Control Payment Date, the Corporation shall
          (A) accept for payment the Shares validly tendered pursuant to the
          Change of Control Offer, (B) pay to the holders of Shares so accepted
          the purchase price therefor, at the option of each such holder, in
          cash or Common Stock (or the securities of the entity into which the
          Common Stock became converted in connection with the Change of
          Control) as provided in Section 4F(ii) above and (C) cancel each
          surrendered certificate and retire the shares represented thereby.
          Unless the Corporation defaults in the payment for the Shares tendered
          pursuant to the Change of Control Offer, all rights of holders of such
          tendered shares will terminate, except for the right to receive
          payment therefor on the Change of Control Payment Date.

               (vii) To accept the Change of Control Offer, the holder of a
          Share shall deliver, prior to the close of business on the business
          day prior to the Change of Control Payment Date, written notice to the
          Corporation (or an agent designated by the Corporation for such
          purpose) of such holder's acceptance, together with certificates
          evidencing the Shares with respect to which the Change of Control
          Offer is being accepted, duly endorsed for transfer.

     Section 5. Voting Rights and Covenants.

          5A Voting Rights. The holders of the Series D Preferred Stock shall be
     entitled to notice of all stockholders meetings in accordance with the
     Corporation's bylaws, and except as provided in Section 5A(i) or as
     otherwise required by applicable law, the holders of the Series D Preferred
     Stock shall be entitled to vote on all matters submitted to the
     stockholders for a vote together with the holders of the Common Stock
     voting together as a single class with each share of Common Stock entitled
     to one vote per share and each Share of Series D Preferred Stock entitled
     to one vote for each share of Common Stock issuable upon conversion of the
     Series D Preferred Stock as of the record date for such vote or, if no
     record date is specified, as of the date of such vote.

               (i) Notwithstanding the provisions of Section 5A with respect to
          voting rights of holders of Series D Preferred Stock, if the
          Corporation determines that shareholder approval of the issuance of
          the Series D Preferred Stock or the issuance of Common Stock or other
          securities convertible into, exchangeable for, or equivalent to,
          Common Stock is required in order to enable the Corporation to comply
          with continued listing requirements for the Common Stock on the Nasdaq
          SmallCap Market, such holders agree that with respect to the voting of
          the Series D Preferred Stock and the conversion thereof:

                    (A) the Series D Preferred Stock voting rights of the
               holders shall be reduced on a pro-rata basis among the holders
               (the "Reduced Voting Amount"), until the Corporation's
               shareholders approve the issuance of Series D Preferred Stock


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<PAGE>

               which is convertible into more than 20% of the Corporation's
               outstanding Common Stock, or such approval is waived by Nasdaq or
               otherwise determined not to be required; and

                    (B) the Series D Preferred Stock held by such holders may
               not be converted into Common Stock except to the extent the
               number of shares of Common Stock (which vote on a one vote per
               share basis) and the number of shares of Series D Preferred Stock
               held by such holders, do not exceed the Reduced Voting Amount.

          5B Covenants. In addition, so long as 20% of the Series D Preferred
     Stock originally issued pursuant to the Purchase Agreement remains
     outstanding, the affirmative vote of the holders of two-thirds of the then
     outstanding shares of Series D Preferred Stock, voting together as a single
     class, shall be necessary to:

               (i) alter or change the preferences, rights or powers of the
          Series D Preferred Stock;

               (ii) increase or decrease the authorized number of shares of
          Series D Preferred Stock;

               (iii) issue any additional Series D Preferred Stock or create,
          authorize or issue any capital stock that ranks prior (whether with
          respect to dividends or upon liquidation, dissolution, winding up or
          otherwise) to the Series D Preferred Stock;

               (iv) directly or indirectly declare or pay any dividends or make
          any distributions upon, or repurchase or redeem, any of its capital
          stock or other equity securities (or any securities directly or
          indirectly convertible into or exercisable or exchangeable for equity
          securities), other than (A) with respect to the Series D Preferred
          Stock, Series B Preferred Stock, Series C Preferred Stock and the
          Bridge Note, (B) the repurchase of Options (or Common Stock issued
          upon exercise thereof) issued pursuant to the Stock Option Plans in
          accordance with their respective terms, (C) any mandatory prepayment
          required pursuant to the terms of the Iver Note as in effect on
          February 1, 2001, and (D) the mandatory repurchase of the Bayview
          Warrant (or Common Stock issued upon exercise thereof) pursuant to
          Section 9 thereof as in effect on February 1, 2001;

     Section 6. Conversion.

          6A Conversion Procedure.

               (i) Subject to the terms of this Section 6, at any time and from
          time to time, any holder of Series D Preferred Stock may convert all
          or any portion of the Series D Preferred Stock (including any fraction
          of a Share) held by such holder into a number of shares of Conversion
          Stock computed by multiplying the number of Shares to be converted by
          $8.00 and dividing the result by the Conversion Price then in effect.

               (ii) Except as otherwise provided herein, each conversion of
          Series D Preferred Stock shall be deemed to have been effected as of
          the close of business on the date on which the certificate or
          certificates representing the Series D Preferred Stock to be converted
          have been surrendered for conversion at the principal office of the
          Corporation. At the time any such conversion has been effected, the
          rights of the holder of the Shares converted as a holder of Series D
          Preferred Stock shall cease and the Person or Persons in whose name or
          names any certificate or certificates for shares of Conversion Stock
          are to be issued upon such


                                       5
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          conversion shall be deemed to have become the holder or holders of
          record of the shares of Conversion Stock represented thereby.

               (iii) The conversion rights of any Share subject to redemption
          hereunder shall terminate on the Redemption Date for such Share unless
          the Corporation has failed to pay to the holder thereof the Redemption
          Price for such Share.

               (iv) Notwithstanding any other provision hereof, if a conversion
          of Series D Preferred Stock is to be made in connection with a
          transaction affecting the Corporation, the conversion of any Shares of
          Series D Preferred Stock may, at the election of the holder thereof,
          be conditioned upon the consummation of such transaction, in which
          case such conversion shall not be deemed to be effective until such
          transaction has been consummated.

               (v) As soon as possible after a conversion has been effected (but
          in any event within three (3) business days in the case of
          subparagraph (A) below), the Corporation shall deliver to the
          converting holder:

                    (A) a certificate or certificates representing the number of
               shares of Conversion Stock issuable by reason of such conversion
               in such name or names and such denomination or denominations as
               the converting holder has specified;

                    (B) payment of any amount payable under subparagraph (ix)
               below with respect to such conversion; and

                    (C) a certificate representing any Shares which were
               represented by the certificate or certificates delivered to the
               Corporation in connection with such conversion but which were not
               converted.

               (vi) The issuance of certificates for shares of Conversion Stock
          upon conversion of Series D Preferred Stock shall be made without
          charge to the holders of such Series D Preferred Stock for any
          issuance tax in respect thereof or other cost incurred by the
          Corporation in connection with such conversion and the related
          issuance of shares of Conversion Stock. Upon conversion of each Share
          of Series D Preferred Stock, the Corporation shall take all such
          actions as are necessary in order to ensure that the Conversion Stock
          issuable with respect to such conversion shall be validly issued,
          fully paid and nonassessable, free and clear of all taxes, liens,
          charges and encumbrances with respect to the issuance thereof.

               (vii) The Corporation shall not close its books against the
          transfer of Series D Preferred Stock or of Conversion Stock issued or
          issuable upon conversion of Series D Preferred Stock in any manner
          which interferes with the timely conversion of Series D Preferred
          Stock. The Corporation shall assist and cooperate with any holder of
          Shares required to make any governmental filings or obtain any
          governmental approval prior to or in connection with any conversion of
          Shares hereunder (including, without limitation, making any filings
          required to be made by the Corporation).

               (viii) The Corporation shall at all times reserve and keep
          available out of its authorized but unissued shares of Conversion
          Stock, solely for the purpose of issuance upon the conversion of the
          Series D Preferred Stock, such number of shares of Conversion Stock
          issuable upon the conversion of all outstanding Series D Preferred
          Stock. All shares of Conversion Stock which are so issuable shall,
          when issued, be duly and validly issued, fully paid and nonassessable
          and free from all taxes, liens and charges. The Corporation shall take
          all such actions as may be necessary to assure that all such shares of
          Conversion Stock may


                                       6
<PAGE>

          be so issued without violation of any applicable law or governmental
          regulation or any requirements of any domestic securities exchange
          upon which shares of Conversion Stock may be listed (except for
          official notice of issuance which shall be immediately delivered by
          the Corporation upon each such issuance). The Corporation shall not
          take any action which would cause the number of authorized but
          unissued shares of Conversion Stock to be less than the number of such
          shares required to be reserved hereunder for issuance upon conversion
          of the Series D Preferred Stock.

               (ix) If any fractional interest in a share of Conversion Stock
          would, except for the provisions of this subparagraph, be delivered
          upon any conversion of the Series D Preferred Stock, the Corporation,
          in lieu of delivering the fractional share therefor, shall pay an
          amount to the holder thereof equal to the portion of the Market Price
          attributable to such fractional interest as of the date of conversion.

               (x) If the shares of Conversion Stock issuable by reason of
          conversion of Series D Preferred Stock are convertible into or
          exchangeable for any other stock or securities of the Corporation, the
          Corporation shall, at the converting holder's option, upon surrender
          of the Shares to be converted by such holder as provided herein
          together with any notice, statement or payment required to effect such
          conversion or exchange of Conversion Stock, deliver to such holder or
          as otherwise specified by such holder a certificate or certificates
          representing the stock or securities into which the shares of
          Conversion Stock issuable by reason of such conversion are so
          convertible or exchangeable, registered in such name or names and in
          such denomination or denominations as such holder has specified.

          6B Conversion Price.

               (i) In order to prevent dilution of the conversion rights granted
          under this Section 6, the Conversion Price shall be subject to
          adjustment from time to time pursuant to this Section 6B.

               (ii) If and whenever after the original date of first issuance of
          the Series D Preferred Stock, the Corporation issues or sells, or in
          accordance with Section 6C is deemed to have issued or sold, any
          shares of its Common Stock for a consideration per share less than the
          Market Price of the Common Stock determined as of the date of such
          issue or sale, then immediately upon such issue or sale, the
          Conversion Price shall be reduced to the Conversion Price determined
          by multiplying the Conversion Price in effect immediately prior to
          such issue or sale by a fraction, the numerator of which shall be the
          sum of (A) the number of shares of Common Stock Deemed Outstanding
          immediately prior to such issue or sale multiplied by the Market Price
          of the Common Stock determined as of the date of such issuance or
          sale, plus (B) the consideration, if any, received by the Corporation
          upon such issue or sale, and the denominator of which shall be the
          product derived by multiplying the Market Price of the Common Stock by
          the number of shares of Common Stock Deemed Outstanding immediately
          after such issue or sale.

               (iii) Notwithstanding the foregoing, there shall be no adjustment
          to the Conversion Price hereunder with respect to the following
          (collectively referred to herein as the "Permitted Issuances"):

                    (A) the issuance or granting of Common Stock, Options or
               Convertible Securities to employees, officers, consultants and
               directors of the Corporation and its Subsidiaries or the exercise
               thereof pursuant to the Stock Option Plans;


                                       7
<PAGE>

                    (B) the issuance or granting of Options for up to 75,000
               shares of Common Stock (as adjusted for any stock splits, reverse
               stock splits, share combinations, stock dividends or similar
               reclassifications) to employees and consultants of the
               Corporation outside of the Stock Option Plans;

                    (C) the issuance of Common Stock upon (1) exercise of the
               Warrant To Purchase Shares of Common Stock of United Shipping &
               Technology, Inc. or (2) the conversion of the 9% Convertible
               Subordinated Promissory Note, in each case, dated as of April 25,
               2000, issued by the Corporation to J. Iver & Company ("Iver
               Note");

                    (D) the issuance of Common Stock upon exercise of the
               Warrant To Purchase Common Stock of United Shipping & Technology,
               Inc., dated as of September 24, 1999, issued to Bayview Capital
               Partners L.P. (the "Bayview Warrant");

                    (E) the issuance of Common Stock upon conversion of the
               Convertible Subordinated Note, dated as of September 24, 1999,
               issued by the Corporation to CEX Holdings, Inc. (the "CEX
               Convertible Note");

                    (F) the issuance of shares of Common Stock to Jack D.
               Ashabranner II (or a trust solely for his benefit) in respect of
               a court-approved settlement of his claim against Corporate
               Express Delivery Systems, Inc., solely to meet any shortfall in
               the market value between the 600,000 shares of Common Stock that
               have been issued for the benefit of Mr. Ashabranner in respect of
               such settlement and the sum of $550,000, pursuant to the terms of
               such settlement;

                    (G) the issuance of Common Stock upon exercise of the Common
               Warrants;

                    (H) the issuance of Series D Preferred Stock upon exercise
               of the Bridge Warrant or upon conversion of the Bridge Note;

                    (I) the issuance of Series C Preferred Stock upon exercise
               of the Series C Warrants; and

                    (J) the issuance of Common Stock upon conversion of the
               Series A Preferred Stock, Series B Preferred Stock, Series C
               Preferred Stock, Series D Preferred Stock and Series E Preferred
               Stock.

          6C Effect on Conversion Price of Certain Events. For purposes of
     determining the adjusted Conversion Price under paragraph 6B, the following
     shall be applicable:

               (i) Issuance of Rights or Options. If the Corporation in any
          manner grants or sells any Options and the price per share for which
          Common Stock is issuable upon the exercise of such Options, or upon
          conversion or exchange of any Convertible Securities issuable upon
          exercise of such Options, is less than the Market Price of the Common
          Stock determined as of such time, then the total maximum number of
          shares of Common Stock issuable upon the exercise of such Options or
          upon conversion or exchange of the total maximum amount of such
          Convertible Securities issuable upon the exercise of such Options
          shall be deemed to be outstanding and to have been issued and sold by
          the Corporation at the time of the granting or sale of such Options
          for such price per share. For purposes of this paragraph, the "price
          per share for which Common Stock is issuable" shall be determined by


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<PAGE>

          dividing (A) the total amount, if any, received or receivable by the
          Corporation as consideration for the granting or sale of such Options,
          plus the minimum aggregate amount of additional consideration payable
          to the Corporation upon exercise of all such Options, plus in the case
          of such Options which relate to Convertible Securities, the minimum
          aggregate amount of additional consideration, if any, payable to the
          Corporation upon the issuance or sale of such Convertible Securities
          and the conversion or exchange thereof, by (B) the total maximum
          number of shares of Common Stock issuable upon the exercise of such
          Options or upon the conversion or exchange of all such Convertible
          Securities issuable upon the exercise of such Options. No further
          adjustment of the Conversion Price shall be made when Convertible
          Securities are actually issued upon the exercise of such Options or
          when Common Stock is actually issued upon the exercise of such Options
          or the conversion or exchange of such Convertible Securities.

               (ii) Issuance of Convertible Securities. If the Corporation in
          any manner issues or sells any Convertible Securities and the price
          per share for which Common Stock is issuable upon conversion or
          exchange thereof is less than the Market Price of the Common Stock
          determined as of such time, then the maximum number of shares of
          Common Stock issuable upon conversion or exchange of such Convertible
          Securities shall be deemed to be outstanding and to have been issued
          and sold by the Corporation at the time of the issuance or sale of
          such Convertible Securities for such price per share. For the purposes
          of this paragraph, the "price per share for which Common Stock is
          issuable" shall be determined by dividing (A) the total amount
          received or receivable by the Corporation as consideration for the
          issue or sale of such Convertible Securities, plus the minimum
          aggregate amount of additional consideration, if any, payable to the
          Corporation upon the conversion or exchange thereof, by (B) the total
          maximum number of shares of Common Stock issuable upon the conversion
          or exchange of all such Convertible Securities. No further adjustment
          of the Conversion Price shall be made when Common Stock is actually
          issued upon the conversion or exchange of such Convertible Securities,
          and if any such issue or sale of such Convertible Securities is made
          upon exercise of any Options for which adjustments of the Conversion
          Price had been or are to be made pursuant to other provisions of this
          Section 6, no further adjustment of the Conversion Price shall be made
          by reason of such issue or sale.

               (iii) Change in Option Price or Conversion Rate. If the purchase
          price provided for in any Options, the additional consideration, if
          any, payable upon the conversion or exchange of any Convertible
          Securities or the rate at which any Convertible Securities are
          convertible into or exchangeable for Common Stock changes at any time,
          the Conversion Price in effect at the time of such change shall be
          immediately adjusted to the Conversion Price which would have been in
          effect at such time had such Options or Convertible Securities still
          outstanding provided for such changed purchase price, additional
          consideration or conversion rate, as the case may be, at the time
          initially granted, issued or sold. For purposes of Section 6C, if the
          terms of any Option or Convertible Security which was outstanding as
          of the date of issuance of the Series D Preferred Stock are changed in
          the manner described in the immediately preceding sentence, then such
          Option or Convertible Security and the Common Stock deemed issuable
          upon exercise, conversion or exchange thereof shall be deemed to have
          been issued as of the date of such change; provided, that (A) no such
          change shall at any time cause the Conversion Price hereunder to be
          increased, and (B) no adjustment to the Conversion Price pursuant to
          this clause (iii) shall be made as a result of any adjustment to the
          exercise and/or conversion price with respect to the Bayview Warrant,
          the Iver Note, the CEX Convertible Note, the Common Warrants, the
          Series B Preferred Stock, the C Preferred Stock and the Series C
          Warrants, the conversion of the Bridge Note or the exercise of the
          Bridge Note Warrants or Series E Preferred Stock pursuant to and in
          accordance with the antidilution protection provisions of such
          securities as in effect on February 16, 2001.


                                       9
<PAGE>

               (iv) Treatment of Expired Options and Unexercised Convertible
          Securities. Upon the expiration of any Option or the termination of
          any right to convert or exchange any Convertible Security without the
          exercise of any such Option or right, the Conversion Price then in
          effect hereunder shall be adjusted immediately to the Conversion Price
          which would have been in effect at the time of such expiration or
          termination had such Option or Convertible Security, to the extent
          outstanding immediately prior to such expiration or termination, never
          been issued. For purposes of Section 6C, the expiration or termination
          of any Option or Convertible Security which was outstanding as of the
          date of issuance of the Series D Preferred Stock shall not cause the
          Conversion Price hereunder to be adjusted unless, and only to the
          extent that, a change in the terms of such Option or Convertible
          Security caused it to be deemed to have been issued after the date of
          issuance of the Series D Preferred Stock.

               (v) Calculation of Consideration Received. If any Common Stock,
          Option or Convertible Security is issued or sold or deemed to have
          been issued or sold for cash, the consideration received therefor
          shall be deemed to be the amount received by the Corporation therefor.
          If any Common Stock, Option or Convertible Security is issued or sold
          for a consideration other than cash, the amount of the consideration
          other than cash received by the Corporation shall be the fair value of
          such consideration, except where such consideration consists of
          securities, in which case the amount of consideration received by the
          Corporation shall be the Market Price thereof as of the date of
          receipt. The fair value of any consideration other than cash and
          securities shall be determined jointly by the Corporation and the
          holders of at least two-thirds of the then outstanding Series D
          Preferred Stock. If such parties are unable to reach agreement within
          a reasonable period of time, the fair value of such consideration
          shall be determined by an independent appraiser experienced in valuing
          such type of consideration jointly selected by the Corporation and the
          holders of at least two-thirds of the then outstanding Series D
          Preferred Stock. The determination of such appraiser shall be final
          and binding upon the parties, and the fees and expenses of such
          appraiser shall be borne by the Corporation.

               (vi) Integrated Transactions. In case any Option is issued in
          connection with the issue or sale of other securities of the
          Corporation, together comprising one integrated transaction in which
          no specific consideration is allocated to such Option by the parties
          thereto, the Option shall be deemed to have been issued for a
          consideration of $.01.

               (vii) Treasury Shares. The number of shares of Common Stock
          outstanding at any given time shall not include shares owned or held
          by or for the account of the Corporation or any Subsidiary, and the
          disposition of any shares so owned or held shall be considered an
          issue or sale of Common Stock.

               (viii) Record Date. If the Corporation takes a record of the
          holders of Common Stock for the purpose of entitling them (A) to
          receive a dividend or other distribution payable in Common Stock,
          Options or in Convertible Securities or (B) to subscribe for or
          purchase Common Stock, Options or Convertible Securities, then such
          record date shall be deemed to be the date of the issue or sale of the
          shares of Common Stock deemed to have been issued or sold upon the
          declaration of such dividend or upon the making of such other
          distribution or the date of the granting of such right of subscription
          or purchase, as the case may be.

          6D Subdivision or Combination of Common Stock. If the Corporation at
     any time subdivides (by any stock split, stock dividend, recapitalization
     or otherwise) one or more classes of its outstanding shares of Common Stock
     into a greater number of shares, the Conversion Price in effect immediately
     prior to such subdivision shall be proportionately reduced, and if the
     Corporation at any time combines (by reverse stock split or otherwise) one
     or more classes of its outstanding shares of


                                       10
<PAGE>

     Common Stock into a smaller number of shares, the Conversion Price in
     effect immediately prior to such combination shall be proportionately
     increased.

          6E Reorganization, Reclassification, Consolidation, Merger or Sale.
     Any recapitalization, reorganization, reclassification, consolidation,
     merger, sale of all or substantially all of the Corporation's assets or
     other transaction, in each case which is effected in such a manner that the
     holders of Common Stock are entitled to receive (either directly or upon
     subsequent liquidation) stock, securities or assets with respect to or in
     exchange for Common Stock held by such holders, is referred to herein as an
     "Organic Change". Subject to Section 4F, prior to the consummation of any
     Organic Change, the Corporation shall make appropriate provisions to insure
     that each of the holders of Series D Preferred Stock shall thereafter have
     the right to acquire and receive, in lieu of the shares of Conversion Stock
     immediately theretofore acquirable and receivable upon the conversion of
     such holder's Series D Preferred Stock, such shares of stock, securities or
     assets as such holder would have received in connection with such Organic
     Change if such holder had converted its Series D Preferred Stock
     immediately prior to such Organic Change. In each such case, the
     Corporation shall also make appropriate provisions to insure that the
     provisions of this Section 6 and Section 7 below shall thereafter be
     applicable to the Series D Preferred Stock. The Corporation shall not
     effect any such consolidation, merger or sale, unless prior to the
     consummation thereof, the successor entity (if other than the Corporation)
     resulting from consolidation or merger or the entity purchasing such assets
     assumes by written instrument, the obligation to deliver to each such
     holder such shares of stock, securities or assets as, in accordance with
     the foregoing provisions, such holder may be entitled to acquire.

          6F Certain Events. If any event occurs of the type contemplated by the
     provisions of this Section 6 but not expressly provided for by such
     provisions (including, without limitation, the granting of stock
     appreciation rights, phantom stock rights or other rights with equity
     features), then the Corporation's Board of Directors shall make an
     appropriate adjustment in the Conversion Price so as to protect the rights
     of the holders of Series D Preferred Stock; provided, that no such
     adjustment shall increase the Conversion Price or decrease the number of
     shares of Conversion Stock issuable upon conversion of each Share of Series
     D Preferred Stock as otherwise determined pursuant to this Section 6.

          6G Notices.

               (i) Immediately upon any adjustment of the Conversion Price, the
          Corporation shall give written notice thereof to all holders of Series
          D Preferred Stock, setting forth in reasonable detail and certifying
          the calculation of such adjustment.

               (ii) The Corporation shall give written notice to all holders of
          Series D Preferred Stock at least 20 days prior to the date on which
          the Corporation closes its books or takes a record (A) with respect to
          any dividend or distribution upon Common Stock, (B) with respect to
          any pro rata subscription offer to holders of Common Stock or (C) for
          determining rights to vote with respect to any Organic Change,
          dissolution or liquidation.

               (iii) The Corporation shall also give written notice to the
          holders of Series D Preferred Stock at least 20 days prior to the date
          on which any Organic Change shall take place.

     Section 7. Purchase Rights. If at any time the Corporation grants, issues
or sells any Options, Convertible Securities or rights to purchase stock,
warrants, securities or other property pro rata to the record holders of any
class of Common Stock (the "Purchase Rights"), then each holder of Series D
Preferred Stock shall be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which such holder could have
acquired if such holder had held the number of shares of Conversion Stock


                                       11
<PAGE>

acquirable upon conversion of such holder's Series D Preferred Stock immediately
before the date on which a record is taken for the grant, issuance or sale of
such Purchase Rights, or if no such record is taken, the date as of which the
record holders of Common Stock are to be determined for the grant, issue or sale
of such Purchase Rights.

     Section 8. Registration of Transfer. The Corporation shall keep at its
principal office a register for the registration of Series D Preferred Stock.
Upon the surrender of any certificate representing Series D Preferred Stock at
such place, the Corporation shall, at the request of the record holder of such
certificate, execute and deliver (at the Corporation's expense) a new
certificate or certificates in exchange therefor representing in the aggregate
the number of Shares represented by the surrendered certificate. Each such new
certificate shall be registered in such name and shall represent such number of
Shares as is requested by the holder of the surrendered certificate and shall be
substantially identical in form to the surrendered certificate, and dividends
shall accrue on the Series D Preferred Stock represented by such new certificate
from the date to which dividends have been fully paid on such Series D Preferred
Stock represented by the surrendered certificate.

     Section 9. Replacement. Upon receipt of evidence reasonably satisfactory to
the Corporation (an affidavit of the registered holder shall be satisfactory) of
the ownership and the loss, theft, destruction or mutilation of any certificate
evidencing Shares, and in the case of any such loss, theft or destruction, upon
receipt of indemnity reasonably satisfactory to the Corporation (provided that
if the holder is a financial institution or other institutional investor its own
agreement shall be satisfactory), or, in the case of any such mutilation upon
surrender of such certificate, the Corporation shall (at its expense) execute
and deliver in lieu of such certificate a new certificate of like kind
representing the number of Shares of such class represented by such lost,
stolen, destroyed or mutilated certificate and dated the date of such lost,
stolen, destroyed or mutilated certificate, and dividends shall accrue on the
Series D Preferred Stock represented by such new certificate from the date to
which dividends have been fully paid on such lost, stolen, destroyed or
mutilated certificate.

     Section 10. Definitions.

     "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person, where
"control" means the possession, directly or indirectly, of the power to direct
the management and policies of a Person whether through ownership of voting
securities, contract or otherwise.

     "Bayview Warrant" has the meaning set forth in Section 6B(iii).

     "Bridge Note" means the Convertible Bridge Notes issued to TH Li pursuant
to certain Bridge Loan Agreements by and between the Corporation and TH Li dated
January 4, 2001 and January 31, 2001.

     "Bridge Warrant" means a warrant to purchase Series D Preferred Stock
issued by the Corporation to TH Li pursuant to a certain Bridge Loan Agreement
by and between the Corporation and TH Li dated January 4, 2001.

     "Change of Control" means:  (i) the sale, lease, transfer, conveyance or
other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all the assets of the
Corporation and its Subsidiaries taken as a whole to any "person" (as such term
is used in Section 13(d)(3) of the Exchange Act), (ii) the consummation of any
transaction (including any merger or consolidation) the result of which is that
any "person" (as defined above but excluding the Purchasers or TH Li), becomes
the beneficial owner (as determined in accordance with Rules 13d-3 and 13d-5
under the Exchange Act except that a person will be deemed to have beneficial
ownership of all shares that such person has the right to acquire, whether such
right is exercisable immediately or only after the passage of time), directly or
indirectly, of more than 40% of the Voting Securities of the Corporation, or
(iii) the first day on


                                       12
<PAGE>

which a majority of the members of the board of directors are not Continuing
Directors, provided that a Change of Control shall not be deemed to occur with
respect to any change to the Board of Directors as a result of the resignation
or retirement of any Director in the ordinary course of business and such
Director's seat on the Board of Directors is filled by a person appointed by the
same stockholders or group of stockholders that appointed the resigning or
retiring Director.

     "Change of Control Amount" has the meaning set forth in Section 4F(i).

     "Change of Control Date" has the meaning set forth in Section 4F(i).

     "Change of Control Notice" has the meaning set forth in Section 4F(iv).

     "Change of Control Offer" has the meaning set forth in Section 4F(i).

     "Change of Control Payment Date" has the meaning set forth in Section
4F(iv)(B).

     "Common Stock" means, collectively, the Corporation's common stock, par
value $0.004 per share, and any capital stock of any class of the Corporation
hereafter authorized which is not limited to a fixed sum or percentage of par or
stated value in respect to the rights of the holders thereof to participate in
dividends or in the distribution of assets upon any liquidation, dissolution or
winding up of the Corporation.

     "Common Stock Deemed Outstanding" means, at any given time, the number of
shares of Common Stock actually outstanding at such time, plus the number of
shares of Common Stock deemed to be outstanding pursuant to subparagraphs 6C(i)
and 6C(ii) hereof whether or not the Options or Convertible Securities are
actually exercisable at such time.

     "Common Warrants" means, collectively, the "Common Warrants" as defined in,
and issued pursuant to, the Series B Purchase Agreement, and any warrants issued
in exchange, substitution or replacement therefor.

     "Continuing Directors" means individuals who constituted the Board of
Directors of the Corporation on February 28, 2001; provided, that any individual
becoming a director during any year shall be considered to be a Continuing
Director if such individual's election, appointment or nomination was
recommended or approved by at least two-thirds of the other Continuing Directors
continuing in office following such election, appointment or nomination present,
in person or by telephone, at any meeting of the Board of Directors of the
Corporation, after the giving of a sufficient notice to each Continuing Director
so as to provide a reasonable opportunity for such Continuing Directors to be
present at such meeting.

     "Conversion Price" means $.80, subject to adjustment from time to time as
set forth in Section 6.

     "Conversion Stock" means shares of the Corporation's Common Stock;
provided, that if there is a change such that the securities issuable upon
conversion of the Series D Preferred Stock are issued by an entity other than
the Corporation or there is a change in the type or class of securities so
issuable, then the term "Conversion Stock" shall mean the security issuable upon
conversion of the Series D Preferred Stock if such security is issuable in
shares, or shall mean the smallest unit in which such security is issuable if
such security is not issuable in shares.

     "Convertible Securities" means any stock or securities directly or
indirectly convertible into or exchangeable for Common Stock.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Existing Liens" has the meaning set forth in Section 5B(ix).


                                       13
<PAGE>

     "Indebtedness" means at a particular time, without duplication, (i) any
indebtedness for borrowed money or issued in substitution for or exchange of
indebtedness for borrowed money, (ii) any indebtedness or other liability
evidenced by any note, bond, debenture or other debt security, (iii) any
indebtedness for the deferred purchase price of property or services with
respect to which a Person is liable, contingently or otherwise, as obligor or
otherwise (other than trade payables and other current liabilities incurred in
the ordinary course of business which are not more than ninety (90) days past
due), (iv) any commitment by which a Person assures a creditor against loss
(including, without limitation, contingent reimbursement obligations with
respect to letters of credit), (v) any indebtedness or other liability
guaranteed in any manner by a Person (including, without limitation, guarantees
in the form of an agreement to repurchase or reimburse), (vi) any obligations
under capitalized leases with respect to which a Person is liable, contingently
or otherwise, as obligor, guarantor or otherwise, or with respect to which
obligations a Person assures a creditor against loss, and (vii) any indebtedness
or other liability secured by a Lien on a Person's assets.

     "Iver Note" has the meaning set forth in Section 6B(iii).

     "Junior Securities" has the meaning set forth in Section 1

     "Lien" means any lien, mortgage, pledge, security interest, restriction,
charge or other encumbrance.

     "Liquidation Event" has the meaning set forth in Section 3.

     "Liquidation Value" of any share as of any particular date shall be equal
to:  (i) $8.00 in the case of holders of Series D Preferred Stock, or (ii) in
the case of holders of Series B Preferred Stock, Series C Preferred Stock of
Series E Preferred Stock, the liquidation value specified in the certificate of
designation applicable to each such series of preferred stock.

     "Market Price" of any security means the average of the closing prices of
such security's sales on all securities exchanges on which such security may at
the time be listed, or, if there has been no sales on any such exchange on any
day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on any day such security is not so
listed, the average of the representative bid and asked prices quoted in the
NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is
not quoted in the NASDAQ System, the average of the highest bid and lowest asked
prices on such day in the domestic over-the-counter market as reported by the
National Quotation Bureau, Incorporated, or any similar successor organization,
in each such case averaged over a period of the twenty (20) consecutive trading
days immediately prior to the day as of which "Market Price" is being
determined. If at any time such security is not listed on any securities
exchange or quoted in the NASDAQ System or the over-the-counter market, the
"Market Price" shall be the fair value thereof determined jointly by the
Corporation and the holders of at least two-thirds of the then outstanding
Series D Preferred Stock. If such parties are unable to reach agreement within a
reasonable period of time, such fair value shall be determined by an independent
appraiser experienced in valuing securities jointly selected by the Corporation
and the holders of at least two-thirds of the then outstanding Series D
Preferred Stock. The determination of such appraiser shall be final and binding
upon the parties, and the Corporation shall pay the fees and expenses of such
appraiser.

     "Options" means any rights, warrants or options to subscribe for or
purchase Common Stock or Convertible Securities.

     "Permitted Issuances" has the meaning set forth in Section 6B(iii).

     "Person" means an individual, a partnership, a corporation, a limited
liability company, a limited liability, an association, a joint stock company, a
trust, a joint venture, an unincorporated organization and a governmental entity
or any department, agency or political subdivision thereof.


                                       14
<PAGE>

     "Purchase Agreement" means the Securities Purchase Agreement, dated as of
February 1, 2001, by and among the Corporation and certain investors, as such
agreement may from time to time be amended in accordance with its terms.

     "Purchaser" means the "Purchasers" as defined in the Purchase Agreement and
their respective Affiliates.

     "Redemption Date" has the meaning set forth in Section 4A.

     "Redemption Price" has the meaning set forth in Section 4B.

     "Series A Preferred Stock" has the meaning set forth in Section 1.

     "Series B Preferred Stock" has the meaning set forth in Section 1.

     "Series C Preferred Stock" has the meaning set forth in Section 1.

     "Series D Preferred Stock" has the meaning set forth in Section 1.

     "Series E Preferred Stock" has the meaning set forth in Section 1.

     "Series B, C and E Amendments" has the meaning set forth in Section 1.

     "Series B Purchase Agreement" means the Securities Purchase Agreement,
dated as of May 15, 2000, by and among the Corporation and certain investors for
the sale and purchase of Series B Preferred Stock and Warrants, as such
agreement may from time to time be amended in accordance with its terms.

     "Series C Warrants" means, collectively, the "Series C Warrants" as defined
in, and issued pursuant to, Securities Purchase Agreement dated as of September
1, 2000, by and among the Corporation and certain investors, as such agreement
may from time to time be amended in accordance with its terms, and any warrants
issued in exchange, substitution or replacement therefor.

     "Share" has the meaning set forth in Section 3.

     "Stock Option Plans" means, collectively, the Corporation's 1995 Stock
Option Plan, 1996 Director Stock Option Plan, and 2000 Stock Option Plan.

     "Subsidiary" means, with respect to any Person, any corporation, limited
liability company, partnership, association or other business entity of which
(i) if a corporation, a majority of the total voting power of shares of stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the partnership or other similar ownership interest thereof is at the time
owned or controlled, directly or indirectly, by any Person or one or more
Subsidiaries of that person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association or other business entity if
such Person or Persons shall be allocated a majority of limited liability
company, partnership, association or other business entity gains or losses or
shall be or control the managing general partner of such limited liability
company, partnership, association or other business entity.

     "TH Li" means collectively TH Lee.Putnam Internet Partners, LP, a Delaware
limited partnership, TH Lee.Putnam Internet Parallel Partners, LP, a Delaware
limited partnership, THLi Coinvestment Partners LLC, a Delaware limited
liability company, and Blue Star I, LLC, a Delaware limited liability company.


                                       15
<PAGE>

     "Voting Securities" means securities of the Corporation ordinarily having
the power to vote for the election of directors of the Corporation; provided,
that when the term "Voting Securities" is used with respect to any other Person
it means the capital stock or other equity interests of any class or kind
ordinarily having the power to vote for the election of directors or other
members of the governing body of such Person.

     Section 11. Amendment and Waiver. No amendment, modification or waiver
shall be binding or effective with respect to any provision of Sections 1 to 12
hereof without the prior written consent of the holders of at least two-thirds
of the Series D Preferred Stock outstanding at the time such action is taken.
The Corporation may amend any provision hereof without the consent of any
shareholder so long as no Shares of Series D Preferred Stock are issued and
outstanding.

     Section 12. Notices. Except as otherwise expressly provided hereunder, all
notices referred to herein shall be in writing and shall be delivered by
registered or certified mail, return receipt requested and postage prepaid, or
by reputable overnight courier service, charges prepaid, and shall be deemed to
have been given when so mailed or sent (i) to the Corporation, at its principal
executive offices and (ii) to any stockholder, at such holder's address as it
appears in the stock records of the Corporation (unless otherwise indicated by
any such holder).


                                       16