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                                                                   EXHIBIT 10.77


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

                      SUBSCRIPTION NOTE 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 July, 2001, between United
Shipping & Technology, Inc., a Utah corporation (the "Company"), and _________,
a resident of the State 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 F Preferred Convertible Preferred Stock, par value $0.004 per
          share (the "Shares") for the subscription price of $11.00 per Share.
          The rights and preferences of the Shares are set forth in the
          Certificate of Designation of Preferences and Rights of Series F
          Convertible Preferred Stock ("Series F Preferred") as set forth in
          Appendix A attached hereto. The Company will also issue to the
          undersigned in connection with this purchase a warrant to purchase the
          Company's Common Stock (the "Warrant"). The Warrant will entitle the
          undersigned to purchase the number of shares of Common Stock
          determined by multiplying the amount of the undersigned's investment
          by ten percent and dividing this amount by the Fair Market Value (as
          defined in the Warrant) of the Common Stock on the date of funding
          under this Agreement. A form of the Warrant is attached hereto as
          Appendix B. 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 and the Warrant. 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, at a price which is less than market value, Common
          Stock or securities convertible into Common Stock which exceeds twenty
          percent of the Company's outstanding Common Stock or twenty percent of
          the Company's voting power outstanding before such issuance; that the
          Company is currently pursuing a private placement of up to $10,000,000
          of Series F Preferred; and that the Company will file a proxy
          statement with the Securities and Exchange Commission in connection
          with a special meeting of its shareholders to be held for the purposes
          of approving the issuance of Common Stock or Series F Preferred, if it
          is at a price less than market value and it 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 C. The Subscription Note may be converted into
          Series F Preferred upon approval by the Company's shareholders at such
          special meeting.

     3.   The undersigned understands that conversion of the Subscription Note
          is contingent upon each of the following: (i) shareholder approval as
          described in paragraph 2 above; (ii) shareholder approval, if the
          Company determines that it is necessary, in order to approve
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          an increase in the number of authorized shares of the Company's Common
          Stock so that there is enough Common Stock available upon conversion
          of the Series F Preferred; (iii) settlement of the Company's debt of
          with CEX Holdings, Inc.; and (iv) approval by at least two-thirds of
          the holders of each of the Company's Series B Convertible Preferred
          Stock (the "Series B Preferred") and Series C Convertible Preferred
          Stock (the "Series C Preferred") of the issuance of the Series F
          Preferred on terms which are senior to that of the Series B Preferred
          and the Series C Preferred regarding the liquidation, dissolution or
          winding up of the Company.

     4.   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 Securities and Exchange Commission and has reviewed the
               Risk Factors, attached hereto as Appendix D, 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 and Warrant;

          (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 Warrant and that the
               undersigned is able to bear such risks.

          (d)  That the undersigned understands an investment in the Shares and
               Warrant 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, her or its current financial needs and
               personal contingencies and has no need for liquidity of
               investment with respect to the Shares and Warrant;

          (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 and Warrant, 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 and
               Warrant is a long-term investment; (ii) the purchasers of the
               Shares and Warrant must bear the economic risk of investment for
               an indefinite period of time because the Shares and Warrant 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 and
               Warrant is restricted, and (A) requires the written consent of
               the Company, (B) requires conformity with the restrictions
               contained in paragraphs 5 and 6 below, and (C) will be further
               restricted by a legend placed on the


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               certificate(s) representing the Shares and Warrant stating that
               the Shares and Warrant have not been registered under the Act and
               referring to the restrictions on transferability of the Shares
               and Warrant, and by stop transfer orders or notations on the
               Company's records referring to the restrictions on
               transferability.

     5.   The undersigned has been advised that the Shares and Warrant 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 and Warrant are
          being purchased for his, her or its own account and for investment and
          without the intention of reselling or redistributing the same, that
          he, she or it has made no agreement with others regarding any of such
          Shares and Warrant and that his, her or its financial condition is
          such that it is not likely that it will be necessary to dispose of any
          of such Shares and Warrant in the foreseeable future. The undersigned
          is aware that, in the view of the Securities and Exchange Commission,
          a purchase of Shares and Warrant 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 Warrant and for
          which the Shares and Warrant 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,
          her or its foregoing intentions, he, she or it should later desire to
          dispose of or transfer any of such Shares and Warrant in any manner,
          he, she or it shall not do so without first obtaining (a) the opinion
          of counsel designated by the Company that such proposed disposition or
          transfer lawfully may be made without the registration of such Shares
          and Warrant 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 Third
          Amended and Restated Registration Rights Agreement, the Company shall
          not have any obligation to register the Shares and Warrant for such
          purpose).

               The undersigned agrees that the Company may place a restrictive
          legend on the certificate(s) representing the Shares and Warrant,
          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 IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION
               STATEMENT UNDER THE ACT AND UNDER THE APPLICABLE STATE SECURITIES
               LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT
               SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND
               UNDER APPLICABLE STATE SECURITIES LAWS.

               The undersigned agrees and consents that the Company may place a
          stop transfer order on the certificate(s) representing the Shares and
          Warrant to assure the undersigned's compliance with this Agreement and
          the matters referenced above.


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               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.

     6.   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 an underwritten 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 and Warrant 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 and
          Warrant 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 and Warrant. 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)
          240 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.

     7.   The undersigned has read and executed the Third Amended and Restated
          Registration Rights Agreement in the form appended hereto as Appendix
          E.

     8.   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 and Warrant 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 5
          of this Agreement.

     9.   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.

     10.  NASD Affiliation. The undersigned is affiliated or associated,
          directly or indirectly, with a National Association of Securities
          Dealers, Inc. ("NASD") member firm or person.

              Yes ________     No ________

              If yes, list the affiliated member firm or person:

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          Your relationship to such member firm or person:

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     11.  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.

     12.  Miscellaneous.

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

                    _____   Individual Ownership

                    _____   Joint Tenants with Right of Survivorship*

                    _____   Partnership*

                    _____   Tenants in Common*

                    _____   Corporation

                    _____   Trust

                    _____   Other    ________________________________

                    __________________________________________(describe)


          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.

          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.


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* Multiple signatures required

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                                 SIGNATURE PAGE

Dated: July ____, 2001.


----------------------------------          ------------------------------------
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 Note
Purchase Agreement 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 July, 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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