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                                                                    EXHIBIT 10.2

         IMPORTANT:  PLEASE READ CAREFULLY BEFORE SIGNING:  SIGNIFICANT
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                     REPRESENTATIONS ARE CALLED FOR HEREIN.
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                       United Shipping & Technology, Inc.

                            STOCK PURCHASE AGREEMENT

United Shipping & Technology, Inc.
9850 51st Avenue North, Suite 110
Plymouth, Minnesota 55442

Ladies and Gentlemen:

     THIS AGREEMENT, made effective this _______ day of March, 2001, between
United Shipping & Technology, Inc., a Utah corporation (the "Company"), and
___________________________, a resident of the State or Country of
__________________.

1.   The Company agrees to sell to the undersigned, and the undersigned agrees
     to purchase from the Company, ________________ shares of the Company's
     Series D Preferred Convertible Preferred Stock, par value $0.004 per share
     (the "Shares") for the subscription price of $0.80 per Share. The rights
     and preferences of the Shares are set forth in the Certificate of
     Designation of Preferences and Rights of Series D Convertible Preferred
     Stock ("Series D Preferred") as set forth in Appendix A attached hereto.
     The undersigned acknowledges that this subscription is contingent upon
     acceptance in whole or in part by the Company. Concurrent with the delivery
     of this Agreement, the undersigned has delivered cash or a check or wire
     transfer to the Company in the amount of $___________________ in payment of
     the full purchase price of the Shares. Checks shall be payable to "United
     Shipping & Technology, Inc."

2.   The undersigned has been advised by the Company that the rules of the
     Nasdaq Stock Market provide that shareholder approval is required if the
     Company issues common stock or securities convertible into common stock
     which exceeds twenty percent of the Company's outstanding common stock;
     that the Company is currently pursuing a private placement of up to
     $15,000,000 of Series D Preferred; and that the Company has filed a proxy
     statement with the Securities and Exchange Commission in connection with a
     special meeting of its stockholders to be held for the purposes of
     approving the issuance of common stock or Series D Preferred or Series E
     Preferred Stock, which would exceed twenty percent of the Company's
     outstanding common stock. Undersigned agrees that until such approval is
     obtained, the subscription will be represented by the Company's
     Subscription Note in the form attached hereto as Appendix B. The
     Subscription Note will be convertible into Series D Preferred upon approval
     by the Company's stockholders at such special meeting.

3.   The undersigned acknowledges and represents as follows:

     A.   That the undersigned has had an opportunity to carefully review the
          Company, has had the opportunity to conduct due diligence on the
          Company, has had the opportunity to review its public filings with the
          SEC and has reviewed the Risk Factors, attached hereto as Appendix C,
          relating to the Company (the "Company Materials"), and all documents
          delivered therewith or reasonably requested by the undersigned;

     B.   That the undersigned believes the undersigned is able to bear the
          economic risk of the investment in the Shares;
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     C.   That the undersigned believes that the undersigned has knowledge and
          experience in financial and business matters, that the undersigned is
          capable of evaluating the merits and risks of the prospective
          investment in the Shares and that the undersigned is able to bear such
          risks.

     D.   That the undersigned understands an investment in the Shares is highly
          speculative but believes that the investment is suitable for the
          undersigned based upon the undersigned investment objectives and
          financial needs, and has adequate means for providing for his or her
          current financial needs and personal contingencies and has no need for
          liquidity of investment with respect to the Shares;

     E.   That the undersigned has been given access to full and complete
          information regarding the Company (including the opportunity to meet
          with Company officers and review such documents as the undersigned may
          have requested in writing) and has utilized such access to the
          undersigned satisfaction for the purpose of obtaining information in
          addition to, or verifying information included in, the Company
          Materials;

     F.   That the undersigned recognizes that the Shares, as an investment,
          involve a high degree of risk, including, but not limited to, the
          risks described in the Company Materials; and

     G.   That the undersigned realizes that (i) the purchase of Shares is a
          long-term investment; (ii) the purchasers of Shares must bear the
          economic risk of investment for an indefinite period of time because
          the Shares 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, and specifically Regulation D
          of the Act, or an exemption from such registration is available; and
          (iii) the transferability of the Shares is restricted, and (A)
          requires the written consent of the Company, (B) requires conformity
          with the restrictions contained in paragraphs 4 and 5 below, and (C)
          will be further restricted by a legend placed on the certificate(s)
          representing the Shares stating that the Shares have not been
          registered under the Act and referring to the restrictions on
          transferability of the Shares, and by stop transfer orders or
          notations on the Company's records referring to the restrictions on
          transferability.

4.   The undersigned has been advised that the Shares are not being registered
     under the Act or any other securities laws pursuant to exemptions from the
     Act and such 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 Shares
     are being purchased for his or her own account and for investment and
     without the intention of reselling or redistributing the same, that he or
     she has made no agreement with others regarding any of such Shares and that
     his or her financial condition is such that it is not likely that it will
     be necessary to dispose of any of such Shares in the foreseeable future.
     The undersigned is aware that, in the view of the Securities and Exchange
     Commission, a purchase of Shares with an intent to resell by reason of any
     foreseeable specific contingency or anticipated change in market value, 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 for the acquisition of the Shares and for which the Shares 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 his or her foregoing intentions, he or she
     should later desire to dispose of or transfer any of such Shares in any
     manner, he or she 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 Shares for
     such purpose pursuant to the Act, as then in effect, and any other
     applicable securities laws, or (b) such registrations (it being expressly
     understood that except as provided in the Second Amended and Restated
     Registration Rights Agreement, the Company shall not have any obligation to
     register the Shares for such purpose).


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          The undersigned agrees that the Company may place a following
          restrictive legend on the certificate(s) representing the Shares,
          containing substantially the following language:

               The securities represented by this certificate were issued
               without registration under the Securities Act of 1933, as amended
               (the "Act"), and without registration under any other securities
               laws, in reliance upon exemptions contained in the Act and such
               laws. No transfer of these securities or any interest therein may
               be made except in accordance with Regulation S under the Act,
               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 holder of the certificate shall
               not engage in hedging activities in connection with these
               securities.

          The undersigned agrees and consents that the Company may place a stop
          transfer order on the certificate(s) representing the Shares 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 Agreement.

5.   The undersigned understands that the Company at a future date may file a
     registration or offering statement (the "Registration Statement") with the
     Securities and Exchange Commission to facilitate a public offering of its
     securities. The undersigned agrees, for the benefit of the Company, that
     should such an initial public offering be made and should the managing
     underwriter of such offering require, the undersigned will not, without the
     prior written consent of the Company and such underwriter, during the Lock
     Up Period as defined herein: (a) sell, transfer or otherwise dispose of, or
     agree to sell, transfer or otherwise dispose of any of the Shares
     beneficially held by the undersigned during the Lock Up Period; (b) sell,
     transfer or otherwise dispose of, or agree to sell, transfer or otherwise
     dispose of any options, rights or warrants to purchase any of the Shares
     beneficially held by the undersigned during the Lock Up Period; or (c) sell
     or grant, or agree to sell or grant, options, rights or warrants with
     respect to any of the Shares. The foregoing does not prohibit gifts to
     donees or transfers by will or the laws of descent to heirs or
     beneficiaries provided that such donees, heirs and beneficiaries shall be
     bound by the restrictions set forth herein. The term "Lock Up Period" shall
     mean the lesser of (x) 180 days or (y) the period during which Company
     officers and directors are restricted by the managing underwriter from
     effecting any sales or transfers of the Company's securities. The Lock Up
     Period shall commence on the effective date of the Registration Statement.

6.   The undersigned has read and executed the Second Amended and Restated
     Registration Rights Agreement in the form appended hereto as Appendix D.

7.   The undersigned represents and warrants that the undersigned is a bona fide
     resident of, and is domiciled in, the state or country listed in the
     Recital to this Agreement and that the Shares 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 12 of this Agreement.

8.   Accredited Status. The undersigned represents and warrants that the
     undersigned constitutes an accredited investor as defined in Rule 501(a)
     under the Securities Act of 1933.


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9.   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: ___________________
          ______________________________________________________________________
          ______________________________________________________________________

          Your relationship to such member firm or person: _____________________
          ______________________________________________________________________
          ______________________________________________________________________

10.  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 securities of the Company; 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.

11.  Miscellaneous.

     A.   Manner in which title is to be held: (check one)

               _____  Individual Ownership
               _____  Joint Tenants with Right of Survivorship/1/
               _____  Partnership*
               _____  Tenants in Common*
               _____  Corporation
               _____  Trust
               _____  Other  ________________________________
                      ________________________________(describe)

     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 Shares, 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.

     C.   This Agreement shall be construed and interpreted in accordance with
          Minnesota law without regard to conflict of law provisions.


-----------------------
/1/ Multiple signatures required


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     D.   The undersigned agrees to furnish to the Company, upon request, such
          additional information as may be deemed necessary to determine the
          undersigned's suitability as an investor.

                       [NOTE:  SIGNATURE PAGES TO FOLLOW]


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                                 SIGNATURE PAGE

Dated: March ____, 2001.

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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, Country and Zip Code        City, State, Country and Zip Code

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Mailing Address                          Mailing Address

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City, State, Country and Zip Code        City, State, Country and Zip Code

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Tax Identification or Social             Tax Identification or Social
Security Number                          Security Number

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Phone Number (home)                      Phone Number (home)

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Phone Number (work)                      Phone Number (work)

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Fax Number                               Fax Number

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E-mail Address                           E-mail Address


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                            CERTIFICATE OF SIGNATORY


         (To be completed if Shares are being subscribed by an entity.)


     I, ________________________, am the ______________, ____________________
(the "Entity").


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

     IN WITNESS WHEREOF, I have set my hand this _____ day of March, 2001.



                                       -----------------------------------------
                                       (Signature)

                                       -----------------------------------------
                                       (Title)

                                       -----------------------------------------
                                       (Please Print Name)


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                           ACCEPTANCE BY THE COMPANY

     United Shipping & Technology, Inc. hereby accepts the foregoing
subscription to the extent of ____________ Shares.


                                       United Shipping & Technology, Inc.

                                       By
                                          --------------------------------------
                                            Wesley C. Fredenburg
                                            General Counsel and Secretary


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