EXHIBIT 10.4


                                January 18, 2001

Mr. Barry Abrams                                           BY U.S. MAIL
600 Travis, Suite 660                                      BY FAX: 713.228.6605
Houston, Texas 77002

         Re:      Case Number H-98-1271; JACK D. ASHABRANNER II VS. CORPORATE
                  EXPRESS DELIVERY SYSTEMS, INC. F/K/A U.S. DELIVERY SYSTEMS,
                  INC., CORPORATE EXPRESS, INC. AND CORPORATE DELIVERY
                  SYSTEMS-SOUTHWEST, INC. F/K/A DISTRIBUTION SOLUTIONS, INC.; IN
                  THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
                  TEXAS, HOUSTON DIVISION (THE "LITIGATION")


                  Mutual Release and Contract of Settlement (the "Settlement
                  Agreement") dated June 20, 2000, between Jack D. Ashabranner
                  II ("Ashabranner"), Corporate Express Delivery Systems, Inc.
                  f/k/a U.S. Delivery Systems, Inc. f/k/a Corporate Express,
                  Inc., Corporate Delivery Systems-Southwest, Inc. f/k/a
                  Distribution Solutions, Inc. and United Shipping and
                  Technology, Inc. ("collectively, "Corporate Express").

Dear Mr. Abrams:

         This letter is to confirm our agreement with respect to the captioned
Litigation and Settlement Agreement, which Settlement Agreement is incorporated
by reference herein as if set forth verbatim. Ashabranner and Corporate Express
have agreed to file a joint motion to continue the Litigation in the form
attached hereto. Further, Ashabranner and Corporate Express have agreed to amend
the Settlement Agreement as follows:

         1. Section 3(d) of the Settlement Agreement is amended by adding the
following sentence immediately after the first sentence of this Section:

         "On or before January 26, 2001, USTI will issue and deliver to the
         escrow agent, for the benefit of Ashabranner and L&S, an additional
         500,000 shares of Stock."

         2. Section 3(d)ii of the Settlement Agreement is amended by deleting
the words:

         "As soon as practicable following the execution and delivery of this
         Agreement"

         and inserting in place thereof:

         "On or before March 15, 2001".



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         3.       Except as amended hereby or as necessary to effectuate the
                  purpose of the amendments made herein, the terms of the
                  Settlement Agreement shall remain in full force and effect.

         4.       The parties agree to perform all further acts and to execute
                  and deliver all further documents which may be reasonably
                  necessary to carry out the provisions of this amendment to the
                  Settlement.

         If the foregoing is consistent with your understanding of our
agreement, please execute where indicated below and return the originally signed
document to me. If you do not believe that this letter is consistent with our
agreement, please contact me at once.

                                        Very truly yours,

                                        LONDON & SCHAEFFER, LLP

                                        /s/ James H. Hutchinson, III
                                        -------------------------------------
                                        James H. Hutchinson, III
                                        Attorney for Jack D. Ashabranner II

AGREED AND ACCEPTED this 18th day of January, 2001.

/s/ Barry Abrams
---------------------------
Barry Abrams
Attorney for Corporate Express Delivery Systems, Inc.
f/k/a U.S. Delivery Systems, Inc., Corporate Express, Inc.,
Corporate Delivery Systems-Southwest, Inc.
f/k/a Distribution Solutions, Inc.
and United Shipping and Technology, Inc.