EXHIBIT 10.5


                                     WARRANT


                              TO PURCHASE SHARES OF
                                 COMMON STOCK OF
                       UNITED SHIPPING & TECHNOLOGY, INC.

                                                                  APRIL 25, 2000

         This Certifies that, in consideration of its agreement to restructure
the terms of the 6% Convertible Subordinated Note dated December 7, 1995 of UST
Delivery Systems, Inc. (f/k/a Corporate Express Delivery Systems, Inc.), a
wholly-owned subsidiary of the Company, pursuant to the terms of a Restructuring
Agreement dated as of January 31, 2000, and for other good and valuable
consideration, J. IVER & COMPANY (the "Warrantholder"), is entitled to subscribe
for and purchase from the Company, at any time after the date hereof, and prior
to April 25, 2010 (the "Expiration Date") up to 15,000 shares of the Company's
Common Stock at a purchase price of $12.925 per share (the "Purchase Price"),
subject to adjustment as hereinafter set forth.

         1. Definitions. For the purposes of this Warrant the following terms
shall have the following meanings:

                  "Commission" shall mean the Securities and Exchange
         Commission, or any other federal agency then administering the
         Securities Act.

                  "Company" shall mean United Shipping & Technology, Inc., a
         Utah corporation, and any corporation which shall succeed to, or
         assume, the obligations of said corporation hereunder.

                  "Common Stock" shall mean the shares of Common Stock of the
         Company, $0.004 par value.

                  "Other Securities" shall mean any stock (other than Common
         Stock) or other securities of the Company which the Warrantholder at
         any time shall be entitled to receive, or shall have received, upon the
         exercise of the Warrants, in lieu of or in addition to Common Stock, or
         which at any time shall be issuable or shall have been issued in
         exchange for or in replacement of Common Stock or Other Securities.

                  "Securities Act" shall mean the Securities Act of 1933, as
         amended, and the rules and regulations of the Commission thereunder, as
         in effect at the time.

                  "Subscription Form" shall mean the subscription forms attached
         hereto.

<PAGE>


                  "Transfer" shall mean any sale, assignment, pledge, or other
         disposition of any Warrants and/or Warrant Shares, or of any interest
         in either thereof, which would constitute a sale thereof within the
         meaning of Section 2(3) of the Securities Act.

                  "Warrant Shares" shall mean the shares of Common Stock
         purchased or purchasable by the Warrantholder upon the exercise of the
         Warrants pursuant to Section 2 hereof.

                  "Warrantholder" shall mean the holder or holders of the
         Warrants or any related Warrant Shares.

                  "Warrants" shall mean this Warrant and all Warrants issued in
         exchange, transfer or replacement hereof.

         All terms used in this Warrant which are not defined in Section 1
hereof have the meanings respectively set forth elsewhere in this Warrant.

         2. Exercise of Warrant, Issuance of Certificate, and Payment for
Warrant Shares. The rights represented by this Warrant may be exercised at any
time after the date hereof, and prior to the Expiration Date, by the
Warrantholder, in whole or in part (but not as to any fractional share of Common
Stock), by: (a) delivery to the Company of a completed Subscription Form, (b)
surrender to the Company of this Warrant properly endorsed and signature
guaranteed, and (c) delivery to the Company of cash, or a certified or cashier's
check made payable to the Company in an amount equal to the aggregate Purchase
Price of the shares of Common Stock being purchased, at its principal office or
agency in Minnesota (or such other office or agency of the Company as the
Company may designate by notice in writing to the holder hereof). The Company
agrees and acknowledges that the shares of Common Stock so purchased shall be
deemed to be issued to the holder hereof as the record owner of such shares as
of the close of business on the date on which this Warrant, properly endorsed,
and the Subscription Form shall have been surrendered and payment made for such
shares as aforesaid. Upon receipt thereof, the Company shall, as promptly as
practicable, and in any event within five (5)days thereafter, execute or cause
to be executed and deliver to the Warrantholder a certificate or certificates
representing the aggregate number of shares of Common Stock specified in said
Subscription Form. Each stock certificate so delivered shall be in such
denomination as may be requested by the Warrantholder and shall be registered in
the name of the Warrantholder or such other name as shall be designated by the
Warrantholder. If this Warrant shall have been exercised only in part, the
Company shall, at the time of delivery of said stock certificate or
certificates, deliver to the Warrantholder a new Warrant evidencing the rights
of such holder to purchase the remaining shares of Common Stock covered by this
Warrant. The Company shall pay all expenses, taxes, and other charges payable in
connection with the preparation, execution, and delivery of stock certificates
pursuant to this Section 2, except that, in case any such stock certificate or
certificates shall be registered in a name or names other than the name of the
Warrantholder, funds sufficient to pay all stock transfer taxes which shall be
payable upon the execution and delivery of such stock certificate or
certificates shall be paid by the Warrantholder to the Company at the time of
delivering this Warrant to the Company as mentioned above.


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         3. Ownership of this Warrant. The Company may deem and treat the
registered Warrantholder as the holder and owner hereof (notwithstanding any
notations of ownership or writing made hereon by anyone other than the Company)
for all purposes and shall not be affected by any notice to the contrary, until
presentation of this Warrant for transfer as provided herein and then only if
such transfer meets the requirements of Section 5.

         4. Exchange, Transfer, and Replacement. Subject to Section 5 hereof,
this Warrant is exchangeable upon the surrender hereof by the Warrantholder to
the Company at its office or agency described in Section 2 hereof for new
Warrants of like tenor and date representing in the aggregate the right to
purchase the number of shares purchasable hereunder, each of such new Warrants
to represent the right to purchase such number of shares (not to exceed the
aggregate total number purchasable hereunder) as shall be designated by the
Warrantholder at the time of such surrender. Subject to Section 5 hereof, this
Warrant and all rights hereunder are transferable, in whole or in part, upon the
books of the Company by the Warrantholder in person or by duly authorized
attorney, and a new Warrant of the same tenor and date as this Warrant, but
registered in the name of the transferee, shall be executed and delivered by the
Company upon surrender of this Warrant, duly endorsed, at such office or agency
of the Company. Upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction, or mutilation of this Warrant, and, in
the case of loss, theft, or destruction, of indemnity or security reasonably
satisfactory to it, and upon surrender and cancellation of this Warrant, if
mutilated, the Company will make and deliver a new Warrant of like tenor, in
lieu of this Warrant. This Warrant shall be promptly canceled by the Company
upon the surrender hereof in connection with any exchange, transfer, or
replacement. The Company shall pay all expenses, taxes (other than stock
transfer taxes), and other charges payable in connection with the preparation,
execution, and delivery of Warrants pursuant to this Section 4.

         5. Restrictions on Transfer. Notwithstanding any provisions contained
in this Warrant to the contrary, neither this Warrant nor the Warrant Shares
shall be transferable except upon the conditions specified in this Section 5,
which conditions are intended, among other things, to ensure compliance with the
provisions of the Securities Act in respect of the transfer of this Warrant or
such Warrant Shares. The holder of this Warrant agrees that such holder will not
transfer this Warrant or the related Warrant Shares (a) prior to delivery to the
Company of an opinion of counsel selected by the Warrantholder and reasonably
satisfactory to the Company, stating that such transfer is exempt from
registration under the Securities Act, or (b) until registration of such
Warrants and/or Warrant Shares under the Securities Act has become effective and
continues to be effective at the time of such transfer. An appropriate legend
may be endorsed on the Warrants and the certificates of the Warrant Shares
evidencing these restrictions. The holder of this Warrant further agrees that,
if the Company is requested by an underwriter, such holder will not, for a
period of 180 days from the date that a registration statement covering
securities offered by the Company is declared effective by the Commission, offer
to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant
any rights with respect to the Warrant or the Warrant Shares owned by the
holder, otherwise than with the prior written consent of the Company.


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<PAGE>


         6. Antidilution Provisions. The rights granted hereunder are subject to
the following:

                  (a) Dividends, Distributions, Reclassifications, or
         Combinations. If the Company shall (A) declare a dividend or make a
         distribution payable in Common Stock on the Common Stock, (B) subdivide
         or reclassify its outstanding shares of Common Stock into a greater
         number of shares, or (C) combine its outstanding shares of Common Stock
         into a smaller number of shares, the Purchase Price in effect at the
         time of the record date for such dividend or distribution or the
         effective date of such subdivision, combination or reclassification
         shall be proportionately reduced in the case of any increase in the
         number of shares of Common Stock outstanding, and increased in the case
         of any reduction in the number of shares of Common Stock outstanding,
         and the number of Warrant Shares purchasable pursuant to this Warrant
         shall be proportionally increased in the case of any increase in the
         number of shares of Common Stock outstanding, and decreased in the case
         of any reduction in the number of shares of Common Stock outstanding,
         so that the Warrantholder shall be entitled to receive the kind and
         amount of shares which he would have owned or have been entitled to
         receive had this Warrant been exercised immediately prior to such time
         and had the Warrant Shares issued upon such exercise received such
         dividend or other distribution or participated in such subdivision,
         combination or reclassification. Such adjustment shall be effective as
         of the record date for such dividend or distribution or the effective
         date of such combination, subdivision or reclassification and shall be
         made successively whenever any event listed above shall occur. If, as a
         result of an adjustment made pursuant to this Section 6(a), the holder
         of this Warrant thereafter exercised shall become entitled to receive
         shares of two or more classes of the capital stock of the Company, the
         Board of Directors of the Company (whose determination shall be
         conclusive if made in good faith and shall be described in a statement
         provided to the registered holder of this Warrant) shall in good faith
         determine the allocation of the Purchase Price between and among shares
         of such classes of capital stock.

                  (b) Reorganization, Reclassification, Consolidation, Merger,
         or Sale. If any capital reorganization or reclassification or merger of
         the Company with another corporation, or the sale of all or
         substantially all of its assets to another corporation, shall be
         effected in such a way that holders of shares of Common Stock shall be
         entitled to receive Common Stock, Other Securities or assets with
         respect to or in exchange for shares of Common Stock, then, as a
         condition of such reorganization, reclassification, consolidation,
         merger or sale, lawful and adequate provision shall be made whereby the
         Warrantholder shall thereafter have the right to purchase and receive
         upon the basis and upon the terms and conditions specified in the
         Warrants and in lieu of the shares of Common Stock of the Company
         immediately theretofore purchasable and receivable upon the exercise of
         the Warrants such shares of Common Stock, Other Securities or assets as
         may be issued or payable with respect to or in exchange for a number of
         outstanding shares of Common Stock equal to the number of shares of
         Common Stock immediately theretofore purchasable and receivable upon
         the exercise of the Warrants had such reorganization, reclassification,
         consolidation, merger or sale not taken place, and in any such case
         appropriate provision shall be made with respect to the rights and
         interests of the Warrantholder so that the provisions of the Warrants
         (including, without


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<PAGE>


         limitation, provisions for adjustment of the Purchase Price and the
         number of shares purchasable upon the exercise of the Warrants) shall
         thereafter be applicable, as nearly as may be, in relation to any
         shares of Common Stock, Other Securities or assets thereafter
         deliverable upon the exercise of the Warrants.

                  (c) Issuance of Rights or Warrants. If (A) the Company shall
         issue rights or warrants to all holders of its Common Stock entitling
         them (for a period expiring within 45 days of the date fixed for the
         determination of stockholders entitled to receive such rights or
         warrants) to subscribe for or purchase shares of Common Stock at a
         price per share less than the Current Market Price (as defined in
         paragraph (e) below) of the Common Stock, on the date fixed for the
         determination of stockholders entitled to receive such rights or
         warrants (the "Determination Date"), and (B) such rights or warrants
         are not issuable in respect of the shares of Common Stock issuable upon
         exercise of this Warrant, then (i) the Purchase Price at the opening of
         business on the day following the Determination Date shall be reduced
         by multiplying the Purchase Price by a fraction of which the numerator
         shall be the number of shares of Common Stock outstanding at the close
         of business on the Determination Date plus the number of shares of
         Common Stock which the aggregate of the offering price of the total
         number of shares of Common Stock so offered for subscription or
         purchase would purchase at such Current Market Price of the Common
         Stock and the denominator shall be the number of shares of Common Stock
         outstanding at the close of business on the Determination Date plus the
         number of shares of Common Stock so offered for subscription or
         purchase, such reduction to become effective immediately after the
         opening of business on the day following the Determination Date and
         (ii) the number of Warrant Shares purchasable pursuant to this Warrant
         at the Purchase Price resulting from the foregoing adjustment shall be
         the number of shares obtained by multiplying the Purchase Price in
         effect immediately prior to such adjustment by the number of Warrant
         Shares purchasable pursuant hereto immediately prior to such adjustment
         and dividing the product thereof by the Purchase Price resulting from
         such adjustment. For purposes of determining under this paragraph the
         number of shares of Common Stock outstanding at any time, there shall
         be excluded all shares of Common Stock held in the treasury of the
         Company. If any or all such rights or warrants are not so issued or
         expire or terminate before being exercised, the Purchase Price then in
         effect and the number of Warrant Shares purchasable pursuant hereto
         shall be appropriately readjusted, but such readjustment shall not be
         applied retroactively to any exercise hereof effected prior to such
         readjustment.

                  (d) Distributions of Indebtedness or Other Assets. If (A) the
         Company shall distribute to all holders of its Common Stock evidences
         of its indebtedness or assets (including securities, but excluding cash
         dividends or a distribution referred to in paragraph (a) above or paid
         out of surplus) or rights or warrants to subscribe for or purchase any
         of the Company's securities (excluding those referred to in clause (A)
         of paragraph (c) above), and (B) such evidences of indebtedness,
         assets, rights or warrants are not issuable in respect of shares of
         Common Stock issuable upon exercise of this Warrant, then (i) the
         Purchase Price shall be adjusted so that it shall equal the price
         determined by multiplying the Purchase Price in effect immediately
         prior to the close of business on the date fixed for the determination
         of stockholders entitled to receive such distribution by a fraction of
         which the numerator shall be the Current Market Price per


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<PAGE>


         share of the Common Stock on the date fixed for such determination less
         the then fair market value (as determined by the Board of Directors of
         the Company, in good faith and in the exercise of its reasonable
         business judgment and described in a resolution of the Board of
         Directors certified by the Secretary or Assistant Secretary), of the
         portion of the assets or evidences of indebtedness so distributed
         applicable to one share of Common Stock and the denominator shall be
         such Current Market Price per share of the Common Stock, and (ii) the
         number of Warrant Shares purchasable pursuant to this Warrant at the
         Purchase Price resulting from the foregoing adjustment shall be the
         number of shares obtained by multiplying the Purchase Price in effect
         immediately prior to such adjustment by the number of Warrant Shares
         purchasable pursuant hereto immediately prior to such adjustment and
         dividing the product thereof by the Purchase Price resulting from such
         adjustment; provided, however, if exercise of such right or warrant is
         subject to the occurrence of a contingent event, adjustment of the
         Purchase Price shall be made in the manner provided for in paragraph
         (c) above and the date that the right or warrant becomes exercisable
         shall be deemed to be the Determination Date for purposes of such
         adjustment. The Purchase Price adjustment made pursuant to this
         paragraph (d) shall become effective immediately prior to the opening
         of business on the day following the date fixed for the determination
         of stockholders entitled to receive such distribution (except in the
         case of rights or warrants subject to exercise upon the occurrence of a
         contingent event, in which case such adjustment shall become effective
         at the time such rights or warrants become exercisable).

                  (e) Current Market Price. For the purposes of this Section 6,
         the "Current Market Price" per share of Common Stock on any date shall
         be deemed to be the average of the last reported sale prices for the
         ten (10) consecutive Trading Days (as defined below) next preceding the
         day in question. The last reported sale price for each day shall be (i)
         the last reported sale price of Common Stock on the New York Stock
         Exchange or any similar system of automated dissemination of quotations
         of securities prices then in common use, if so quoted, or (ii) if not
         quoted as described in clause (i), the mean between the high bid and
         low asked quotations for Common Stock as reported by the National
         Quotation Bureau Incorporated if at least two securities dealers have
         inserted both bid and asked quotations for such class of stock on at
         least 5 of the 10 preceding days, or (iii) if the Common Stock is
         listed or admitted for trading on any national securities exchange, the
         last sale price, or the closing bid price if no sale occurred, of such
         class of stock on the principal securities exchange on which such class
         of stock is listed. If the Common Stock is quoted on a national
         securities or central market system, in lieu of a market or quotation
         system described above, the closing price shall be determined in the
         manner set forth in clause (ii) of the preceding sentence if bid and
         asked quotations are reported but actual transactions are not, and in
         the manner set forth in clause (iii) of the preceding sentence if
         actual transactions are reported. If none of the conditions set forth
         above is met, the closing price of Common Stock on any day or the
         average of such closing prices for any period shall be the fair market
         value of such class of stock as determined in good faith in the
         exercise of their reasonable business judgment by the Board of
         Directors of the Company. As used herein the term "Trading Days" with
         respect to Common Stock shall mean (i) if the Common Stock is quoted on
         the New York Stock Exchange or any similar system of automated
         dissemination of quotations of securities prices, days on which trades
         may be made on such system or (ii) if the


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<PAGE>


         Common Stock is listed or admitted for trading on any national
         securities exchange days on which such national securities exchange is
         open for business.

         7. Special Agreements of the Company.

                  (a) Will Reserve Shares. The Company will reserve and set
         apart and have at all times the number of shares of authorized but
         unissued Common Stock deliverable upon the exercise of the Warrants,
         and it will have at all times any other rights or privileges provided
         for herein sufficient to enable it at any time to fulfill all of its
         obligations hereunder.

                  (b) Will Avoid Certain Actions. The Company will not, by
         amendment of its Articles of Incorporation or through any
         reorganization, transfer of assets, consolidation, merger, issue or
         sale of securities or otherwise, avoid or take any action which would
         have the effect of avoiding the observance or performance hereunder by
         the Company, but will at all times in good faith assist in carrying out
         of all the provisions of the Warrants and in taking all such actions as
         may be necessary or appropriate in order to protect the rights of the
         Warrantholder against dilution or other impairment.

         8. Provisions for Registration. Despite anything in this Warrant to the
contrary, the Warrantholder shall have the following rights regarding
registration of Warrant Shares which may be hereafter acquired upon exercise of
this Warrant.

                  (a) Evergreen Registration. As soon as practical after the
         date hereof, and in no event later than 60 days thereafter, the Company
         shall file a registration statement on Form S-3 covering the Warrant
         Shares and use its best efforts to cause such registration statement to
         become effective, and prepare and file such amendments and
         post-effective amendments and supplements to the prospectus as may be
         necessary to keep such registration statement effective until the
         earlier of (i) the third anniversary of the date of this Warrant, or
         (ii) until all Warrant Shares included in the registration statement
         shall have been sold.

                  (b) Required Registration. If at any time after the three (3)
         year period set forth in Section 8(a), the Company receives the written
         request from the Holder of this Warrant, the Company shall prepare and
         file a registration statement under the Securities Act covering the
         Warrant Shares which are the subject of such requests and shall use its
         best efforts to cause such registration statement to become effective;
         provided, however, that all Warrant Shares covered by such registration
         statement shall be converted into Common Stock prior to sale pursuant
         to such registration statement. In addition, upon the receipt of the
         aforementioned request, the Company shall promptly give written notice
         to all other record holders of Warrants or Warrant Shares that such
         registration is to be effected. The Company shall include in such
         registration statement such Warrant Shares for which it has received
         written requests to register by such other record holders within
         fifteen (15) days after the Company's written notice to such other
         record holders. The Company shall be obligated to prepare, file and
         cause to become effective only two (2) registration statements pursuant
         to this Section 8(b). In the event that (i) the holders of a majority
         of the Warrants or Warrant Shares for which registration has been
         requested


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<PAGE>


         pursuant to this Section determine for any reason not to proceed with a
         registration at any time before the registration statement has been
         declared effective by the Commission, (ii) such holders thereafter
         request the Company to withdraw such registration statement, and (iii)
         the holders of such Warrants or Warrant Shares agree to bear their own
         expenses incurred in connection therewith and to reimburse the Company
         for the expenses incurred by it attributable to such registration
         statement, then, and in such event, the holders of such Warrants or
         Warrant Shares shall not be deemed to have exercised their right to
         require the Company to register Warrant Shares pursuant to this Section
         8(b).

                  (c) Incidental Registration. If at any time after the three
         (3) year period set forth in Section 8(a), the Company shall determine
         to proceed with the actual preparation and filing of a registration
         statement under the Securities Act in connection with the proposed
         offer and sale for money of any of its Common Stock by it or any of its
         security holders, the Company will give written notice of its
         determination to all record holders of Warrants and Warrant Shares.
         Upon the written request of a record holder of any Warrants or Warrant
         Shares given within fifteen (15) days after receipt of any such notice
         from the Company, the Company will, except as herein provided, cause
         all Warrant Shares requested by such holders to be included in such
         registration statement, all to the extent requisite to permit the sale
         or other disposition by the prospective seller or sellers of the
         Warrant Shares to be so registered; provided, however, that (a) all
         such Warrant Shares to be so registered shall be converted into Common
         Stock prior to sale pursuant to such registration statement; (b)
         nothing herein shall prevent the Company from, at any time, abandoning
         or delaying any such registration initiated by it; and (c) if the
         Company determines not to proceed with a registration after the
         registration statement has been filed with the Commission and the
         Company's decision not to proceed is primarily based upon the
         anticipated public offering price of the securities to be sold by the
         Company, the Company shall promptly complete the registration for the
         benefit of those selling security holders who wish to proceed with a
         public offering of their securities and who bear all expenses in excess
         of $25,000 incurred by the Company as the result of such registration
         after the Company has decided not to proceed. If any registration
         pursuant to this Section shall be underwritten in whole or in part, the
         Company may require that the Warrant Shares requested for inclusion
         pursuant to this Section be included in the underwriting on the same
         terms and conditions as the securities otherwise being sold through the
         underwriters. If in the good faith judgment of the managing underwriter
         of such public offering the inclusion of all of the Warrant Shares
         originally covered by a request for registration would reduce the
         number of shares to be offered by the Company or interfere with the
         successful marketing of the shares of stock offered by the Company, the
         number of Warrant Shares otherwise to be included in the underwritten
         public offering may be reduced pro rata among the holders thereof
         requesting such registration and of other securities of selling
         shareholders included in the registration to a number that the managing
         underwriter believes will not adversely affect the sale of shares by
         the Company. Those securities which are thus excluded from the
         underwritten public offering shall be withheld from the market by the
         holders thereof for a period, not to exceed one hundred eighty (180)
         days, which the managing underwriter reasonably determines is necessary
         in order to effect the underwritten public offering.


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<PAGE>


                  (d) Registration Procedures. If and whenever the Company is
         required by the provisions of Sections 8(a), 8(b) or 8(c)to effect the
         registration of any Warrant Shares under the Securities Act, the
         Company will:

                           (i) prepare and file with the Commission a
                  registration statement with respect to such Warrant Shares,
                  and, in the case of a registration required by Section 8(b) or
                  8(c), use its best efforts to cause such registration
                  statement to become and remain effective for such period as
                  may be reasonably necessary to effect the sale of such Warrant
                  Shares, not to exceed (i) nine (9) months in the case of a
                  registration statement filed on Form S-3, and (ii) three (3)
                  months in the case of a registration statement filed on any
                  other form;

                           (ii) prepare and file with the Commission such
                  amendments to such registration statement and supplements to
                  the prospectus contained therein as may be necessary to keep
                  such registration statement effective for such period as may
                  be reasonably necessary to effect the sale of such Warrant
                  Shares, not to exceed the applicable period described in
                  subclause (d)(1) immediately above;

                           (iii) furnish to the security holders participating
                  in such registration and to the underwriters of the Warrant
                  Shares being registered such reasonable number of copies of
                  the registration statement, preliminary prospectus, final
                  prospectus and such other documents as such security holders
                  and underwriters may reasonably request in order to facilitate
                  the public offering of such Warrant Shares;

                           (iv) use its best efforts to register or qualify the
                  Warrant Shares covered by such registration statement under
                  such state securities or blue sky laws of such jurisdictions
                  as such participating holders may reasonably request within
                  ten (10) days following the original filing of such
                  registration statement, except that the Company shall not for
                  any purpose be required to execute a general consent to
                  service of process or to qualify to do business as a foreign
                  corporation in any jurisdiction wherein it is not so
                  qualified;

                           (v) notify the security holders participating in such
                  registration, promptly after it shall receive notice thereof,
                  of the time when such registration statement has become
                  effective or a supplement to any prospectus forming a part of
                  such registration statement has been filed;

                           (vi) notify such holders promptly of any request by
                  the Commission for the amending or supplementing of such
                  registration statement or prospectus or for additional
                  information;

                           (vii) prepare and file with the Commission, promptly
                  upon the request of any such holders, any amendments or
                  supplements to such registration statement or prospectus
                  which, in the opinion of counsel for such holders (and
                  concurred in by counsel for the Company), is required under
                  the Securities Act or


                                      -9-
<PAGE>


                  the rules and regulations thereunder in connection with the
                  distribution of the Warrant Shares by such holder;

                           (viii) prepare and promptly file with the Commission
                  and promptly notify such holders of the filing of such
                  amendment or supplement to such registration statement or
                  prospectus as may be necessary to correct any statements or
                  omissions if, at the time when a prospectus relating to such
                  securities is required to be delivered under the Securities
                  Act, any event shall have occurred as the result of which any
                  such prospectus or any other prospectus as then in effect
                  would include an untrue statement of a material fact or omit
                  to state any material fact necessary to make the statements
                  therein, in the light of the circumstances in which they were
                  made, not misleading and to promptly advise such holders that
                  the Company has determined that the filing of such amendment
                  or supplement is necessary to correct any statements or
                  omissions;

                           (ix) advise such holders, promptly after it shall
                  receive notice or obtain knowledge thereof, of the issuance of
                  any stop order by the Commission suspending the effectiveness
                  of such registration statement or the initiation or
                  threatening of any proceeding for that purpose and promptly
                  use its best efforts to prevent the issuance of any stop order
                  or to obtain its withdrawal if such stop order should be
                  issued; and

                           (x) not file any amendment or supplement to such
                  registration statement or prospectus to which a majority in
                  interest of such holders shall have reasonably objected on the
                  grounds that such amendment or supplement does not comply in
                  all material respects with the requirements of the Securities
                  Act or the rules and regulations thereunder, after having been
                  furnished with a copy thereof at least five (5) business days
                  prior to the filing thereof, unless in the opinion of counsel
                  for the Company the filing of such amendment or supplement is
                  reasonably necessary to protect the Company from any
                  liabilities under any applicable federal or state law and such
                  filing will not violate applicable law.

                  (e) Expenses. With respect to any registration requested
         pursuant to Section 8(b) (except as otherwise provided in such section
         with respect to registrations voluntarily terminated at the request of
         the requesting security holders) and with respect to each inclusion of
         securities in a registration statement pursuant to Section 8(c) (except
         as otherwise provided in Section 8(c)with respect to registrations
         terminated by the Company), the Company shall bear the following fees,
         costs and expenses: all registration, filing and NASD fees, printing
         expenses, fees and disbursements of counsel and accountants for the
         Company, fees and disbursements of counsel for the underwriter or
         underwriters of such securities (if the Company and/or selling security
         holders are required to bear such fees and disbursements), all internal
         Company expenses, the premiums and other costs of policies of insurance
         against liability arising out of the public offering, and all legal
         fees and disbursements and other expenses of complying with state
         securities or blue sky laws of any jurisdictions in which the
         securities to be offered are to be registered or qualified. Fees and
         disbursements of counsel and


                                      -10-
<PAGE>


         accountants for the selling security holders, underwriting discounts
         and commissions and transfer taxes for selling security holders and any
         other expenses incurred by the selling security holders not expressly
         included above shall be borne by the selling security holders.

                  (f) Copies of Prospectus; Amendments of Prospectus. The
         Company will furnish the Warrantholder with a reasonable number of
         copies of any prospectus or offering circular and two copies of the
         registration statement included in such filings and will amend or
         supplement the same as required during the applicable period during
         which the registration statement is required to be effective following
         the effective date of the registration statement, provided, that the
         expenses of any amendment or supplement made or filed more than three
         (3) months after the effective date of the registration statement, at
         the request of the Warrantholder, shall be borne by the Warrantholder.

                  (g) Conditions of the Company's Obligations. It shall be a
         condition of the Company's obligation to register the Warrant Shares
         hereunder that the Warrantholder agrees to cooperate with the Company
         in the preparation and filing of any such registration statement, or in
         its efforts to establish that the proposed sale is exempt under the
         Securities Act, as to any proposed distribution.

         9. Notices. Any notice or other document required or permitted to be
given or delivered to the Warrantholder shall be delivered or sent by certified
mail to the Warrantholder at the last address shown on the books of the Company
maintained for the registry and transfer of the Warrants. Any notice or other
document required or permitted to be given or delivered to the Company shall be
delivered or sent by certified or registered mail to the principal office of the
Company.

         10. No Rights as Shareholders; Limitation of Liability. This Warrant
shall not entitle any holder hereof to any of the rights of a shareholder of the
Company. No provisions hereof, in the absence of affirmative action by the
holder hereof to purchase shares of Common Stock, and no mere enumeration herein
of the rights or privileges of the holder hereof, shall give rise to any
liability of such holder for the Purchase Price or as a shareholder of the
Company whether such liability is asserted by the Company or by creditors of the
Company.

         11. Governing Law. This Warrant shall be governed by, and construed and
enforced in accordance with, the laws of the State of Minnesota, without regard
to conflicts of laws principles.

         12. Miscellaneous. This Warrant and any provision hereof may be
changed, waived, discharged, or terminated only by an instrument in writing
signed by the party (or any predecessor in interest thereof) against which
enforcement of the same is sought. The headings in this Warrant are for purposes
of reference only and shall not affect the meaning or construction of any of the
provisions hereof.


                                      -11-
<PAGE>


         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
a duly authorized officer, and to be dated as of the 25th day of April, 2000.


                                       UNITED SHIPPING & TECHNOLOGY,
                                         INC.



                                       By:
                                          --------------------------------------
                                          Peter C. Lytle
                                          Chief Executive Officer












"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "1933 ACT") OR UNDER THE SECURITIES LAWS OF ANY
OTHER STATE AND MAY NOT BE TRANSFERRED WITHOUT (i) THE OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT
REGISTRATION UNDER THE 1933 ACT OR THE SECURITIES LAWS OF ANY APPLICABLE STATE;
OR (ii) SUCH REGISTRATION."


[Warrant for 15,000 Shares issued to J. Iver & Company]


                                      -12-
<PAGE>


                             FULL SUBSCRIPTION FORM


To Be Executed By the Registered Warrantholder if It/
She/He Desires to Exercise in Full the Within Warrant


         The undersigned hereby exercises the right to purchase the ____________
shares of Common Stock covered by the within Warrant at the date of this
subscription and herewith makes payment of the sum of $________________________
representing the Purchase Price of $__________ per share in effect at that date.
Certificates for such shares shall be issued in the name of and delivered to the
undersigned, unless otherwise specified by written instructions, signed by the
undersigned and accompanying this subscription.

Dated:___________________________



                                     Signature:
                                               ---------------------------------


                                     Address:

<PAGE>


                            PARTIAL SUBSCRIPTION FORM


To be Executed by the Registered Warrantholder if It/She/He
Desires to Exercise in Part Only the Within Warrant


         The undersigned hereby exercises the right to purchase _____________
shares of the total shares of Common Stock covered by the within Warrant at the
date of this subscription and herewith makes payment of the sum of $____________
representing the Purchase Price of $_________ per share in effect at this date.

         Certificates for such shares and a new Warrant of like tenor and date
for the balance of the shares not subscribed for (if any) shall be issued in the
name of and delivered to the undersigned, unless otherwise specified by written
instructions, signed by the undersigned and accompanying this subscription.

         The shares hereby subscribed for constitute ______________ shares of
Common Stock (to the nearest whole share) resulting from adjustment of
______________ shares of the total of __________________ shares of Common Stock
covered by the within Warrant, as said shares were constituted at the date of
the Warrant.


Dated:___________________________



                                     Signature:
                                               ---------------------------------


                                     Address: