EXHIBIT 10.4

                             SUBSCRIPTION AGREEMENT
                                       AND
                           LETTER OF INVESTMENT INTENT


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

Attention:        Peter C. Lytle
                  Chief Executive Officer


Gentlemen:


         The undersigned, ______________, desires to become a shareholder of
United Shipping & Technology, Inc. a Utah corporation (the "Company"), and
hereby subscribes for _____________ shares (the "Shares") of the Company's
common stock, $0.004 par value (the "Common Stock") at a purchase price of $4.50
per share, for the aggregate sum of $____________, and a warrant (the "Warrant")
to purchase ____________ shares of the Company's Common Stock at an exercise
price of $4.50 per share for a period of 1 year, said Warrant to have both
demand and incidental registration rights. As used herein, the term "Shares"
shall also, where applicable, refer to the Warrant and the shares of Common
Stock issued or issuable upon exercise of the Warrant.

         1. The undersigned hereby acknowledges that this subscription is
contingent upon acceptance in whole or in part by the Company.


         2. The undersigned acknowledges, represents and warrants that the
undersigned:


                  (a) is able to bear the economic risk of the investment in the
         Shares;

                  (b) has knowledge and experience in financial and business
         matters, is capable of evaluating the merits and risks of the
         prospective investment in the Shares and is able to bear such risks;

                  (c) understands an investment in the Shares is highly
         speculative but believes that the investment is suitable for it based
         upon the undersigned's investment objectives and financial needs, and
         has adequate means for providing for current financial needs and
         personal contingencies and has no need for liquidity of investment with
         respect to the Shares;

                  (d) has reviewed (i) copies of the Company's recent reports
         filed under the Securities Exchange Act of 1934, including, the
         Company's Form 10-KSB Report for the fiscal year ended June 30, 1999,
         (ii) the Company's Form 10-QSB for the period ended March 31, 1999, and
         (iii) the Company's proxy statement in connection with its 1998 annual
         meeting of shareholders held on May 3, 1999;


                  (e) has been given access to full and complete information
         regarding the Company (including the opportunity to meet with Company
         officers and review all documents as it may have requested in writing)
         and has utilized such access to its satisfaction for the purpose of
         obtaining


<PAGE>
         information about the Company;


                  (f) recognizes that the Shares, as an investment, involve a
         high degree of risk; and

                  (g) realizes that (i) the purchase of Shares is a long-term
         investment; (ii) 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 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 paragraph 3 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.

         3. The undersigned has been advised that the Shares are not being
registered under the Act or the relevant state securities laws pursuant to
exemptions from the Act and 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 its own account and for investment and without
the intention of reselling or redistributing the same, that the undersigned has
made no agreement with others regarding any of such Shares and that its
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 and applicable
state bodies that administer state securities laws, a purchase of Shares with an
intent to resell by reason of any foreseeable specific contingency or
anticipated change in market values, 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 its foregoing intentions, it should later desire to
dispose of or transfer any of such Shares in any manner, 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 for such purpose pursuant to the Act, as then in
effect, and applicable state securities laws, or (b) such registrations (it
being expressly understood that the Company shall not have any obligation to
register the Shares for such purpose, except insofar as paragraph 4 hereof
requires the Company, in certain instances, to register Registrable Securities).

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

         "The shares represented by this Certificate were issued without
         registration under the Securities Act of 1933, as amended (the "Act")
         and without registration under Minnesota or any other state's
         securities laws, in reliance upon exemptions contained in the Act and
         such laws. No transfer of these shares or any interest therein may be
         made except 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


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<PAGE>

         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 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 Subscription
Agreement.

         4. The Company agrees to the following terms and conditions relative to
registration of the Shares under the Act:

                  (a) Definitions. As used in this Agreement, the following
terms shall have the meanings set forth respectively:

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

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

                  "Holder" or, collectively, "Holders, means (i) the undersigned
         purchaser of the Shares or Registrable Securities and (ii) each person
         to whom Holder transfers the Shares or Registrable Securities as
         provided herein.

                  "Other Securities" shall mean any stock (other than Common
         Stock) or other securities of the Company which the Holder at any time
         shall be entitled to receive, or shall have received, upon 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.

                  "Registrable Securities" means the Shares, any shares of
         Common Stock issued or which may be issued upon exercise of the
         Warrants, and any Other Securities received with respect thereto or
         with respect to the Shares; provided, however, that any such Common
         Stock and Other Securities shall cease to be Registrable Securities
         when (i) a Resale Registration Statement covering such Registrable
         Securities has been declared effective and such Registrable Securities
         have been disposed of pursuant to such effective Resale Registration
         Statement, (ii) such Registrable Securities become eligible for sale
         pursuant to Rule 144 (or any similar provision then in force) ("Rule
         144") under the Act or (iii) such shares of Common Stock cease to be
         outstanding. Registrable Securities may, for purposes of a registration
         statement filed by the Company under the Act, include other securities
         of the Company which it has a contractual obligation to register under
         federal or state securities laws.



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<PAGE>

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

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

                  (b) Resale Registration. Despite anything in this Agreement to
the contrary, the Holder shall have the following rights regarding registration
of Registrable Securities.


                  (1) Required Registration. Upon request of a Holder owning at
                  least 5,000 Shares or Registrable Securities not theretofore
                  registered under the Act, the Company shall prepare and if it
                  is then eligible file a registration statement on Form S-3
                  under the Act covering the resale of the Registrable
                  Securities which are the subject of such requests and shall
                  use its best efforts to cause such registration statement to
                  become effective and to remain effective for at least 24
                  months. In addition, upon the receipt of the aforementioned
                  request, the Company shall promptly give written notice to all
                  other record Holders of Shares or Registrable Securities that
                  such registration is to be effected. The Company shall include
                  in such registration statement such Registrable Securities for
                  which it has received written requests to register by such
                  other Holders within fifteen (15) days after the Company's
                  written notice to such other Holders. The Company shall be
                  obligated to prepare, file and cause to become effective only
                  two (2) registration statements pursuant to this Section 4(b).
                  In the event that the holders of a majority of the Registrable
                  Securities for which registration has been requested 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, and such Holders
                  thereafter request the Company to withdraw such registration
                  statement, the Holders of such Registrable Securities 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 Registrable Securities shall not be
                  deemed to have exercised their right to require the Company to
                  register Registrable Securities pursuant to this Section 4(b).

                  (2) Incidental Registration. Each time the Company shall
                  determine to proceed with the actual preparation and filing of
                  a registration statement under the 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 (other than a
                  registration statement on From S-4 or S-8) or any other
                  successor forms prescribed by the commission, the Company will
                  give written notice of its determination to all Holders of
                  Shares and Registrable Securities. Upon the written request of
                  a Holder of any Shares and Registrable Securities given within
                  fifteen (15) days after receipt of any such notice from the
                  Company, the Company will, except as herein provided, cause
                  all such Registrable Securities, the Holders of which have so
                  requested registration thereof, 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



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<PAGE>

                  of the Registrable Securities to be so registered; provided,
                  however, that (a) nothing herein shall prevent the Company
                  from, at any time, abandoning or delaying any such
                  registration initiated by it; and (b) 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 Registrable Securities 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 Registrable
                  Securities 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 Registrable
                  Securities otherwise to be included in the underwritten public
                  offering may be reduced pro rata among the Holders thereof
                  requesting such 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, and any other
                  Common Stock owned by such Holders, 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.


                  (3) Registration Procedures. If and whenever the Company is
                  required by the provisions of Section 4(b)(1) or 4(b)(2) to
                  effect the registration of any Registrable Securities under
                  the Act, the Company will:


                  (i)      prepare and file with the Commission a registration
                           statement with respect to such Registrable
                           Securities, and 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 Registrable Securities;


                  (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 Registrable Securities;


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



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<PAGE>

                  (iv)     use its best efforts to register or qualify the
                           Registrable Securities 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 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)     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 reasonable opinion of
                           counsel for such Holders (and concurred in by counsel
                           for the Company), is required under the Act or the
                           rules and regulations thereunder in connection with
                           the distribution of the Registrable Securities by
                           such Holder;

                  (vii)    prepare and promptly file with the Commission 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 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

                  (viii)   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.

                  (4) Expenses. With respect to any registration, requested
                  pursuant to Section 4(b)(1) (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 4(b)(2) (except as
                  otherwise provided in Section 4(b)(2) 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



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<PAGE>

                  or underwriters of such securities (if the Company and/or
                  selling 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 accountants for such
                  Holders, underwriting discounts and commissions and transfer
                  taxes for such Holders and any other expenses incurred by such
                  Holders not expressly included above shall be borne by such
                  Holders.


                  (5) Copies of Prospectus; Amendments of Prospectus. The
                  Company will furnish the Holder with a reasonable number of
                  copies of any prospectus or offering circular and one copy of
                  the registration statement included in such filings and will
                  amend or supplement the same as required during the nine (9)
                  month period 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 Holder, shall be borne by the Holder.

                  (6) Conditions of the Company's Obligations. It shall be a
                  condition of the Company's obligation to register the
                  Registrable Securities hereunder that the Holder 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 Act, as
                  to any proposed distribution. It shall also be a condition of
                  the Company's obligations under this Agreement that, in the
                  case of the filing of any registration statement, and to the
                  extent permissible under the Act, and controlling precedent
                  thereunder, the Company and the Holder provide
                  cross-indemnification agreements to each other in customary
                  scope covering the accuracy and completeness of the
                  information furnished by each.

                  (c) Restrictions on Sale. In the event of an underwritten
public offering for the account of the Company, upon the written request (the
"Lock-up Request") of the managing underwriter (or underwriters) of such
offering, each Holder agrees not to effect any public sale or distribution of
any securities similar to those being registered in such offering (other than
pursuant to such offering), including, without limitation, through sales of
Registrable Securities pursuant to a registration statement, during the 14 days
prior to, and during the 180-day period beginning on the effective date of the
registration statement relating to such offering (the "Lock-up Period");
provided, however, that the Holders shall not be required to comply with such
Lock-up Request unless the Company simultaneously demands analogous restrictions
on sale and uses all reasonable efforts to obtain from all other persons who are
contractually bound with the Company to comply with such Lock-up Requests and
from the Company's directors. In the event of the delivery of a Lock-up Request,
the time periods for which a registration statement is required to be kept
effective pursuant to Section 4(b) hereof shall be extended by the number of
days during the Lock-up Period.

                  (g) Transfer of Registration Rights. The registration rights
of Holder and any Holders



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<PAGE>

under this Section 4 may be transferred to any transferee of Registrable
Securities that acquires at least 5,000 shares of the Common Stock
(appropriately adjusted for stock splits, stock dividends and the like). Each
such transferee shall be deemed to be a "Holder" for purposes of this Section 4.

         5. The undersigned represents and warrants that the undersigned is a
bona fide resident of, and is domiciled in, the State of ______________ 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 8 of this Agreement.

THE FOLLOWING PARAGRAPH 6 IS REQUIRED IN CONNECTION WITH THE EXEMPTIONS FROM THE
ACT AND STATE LAWS BEING RELIED ON BY THE COMPANY WITH RESPECT TO THE OFFER AND
SALE OF THE SHARES. ALL OF SUCH INFORMATION WILL BE KEPT CONFIDENTIAL AND WILL
BE REVIEWED ONLY BY THE COMPANY, THE AGENT, IF ANY, AND THEIR RESPECTIVE
COUNSEL. The undersigned agrees to furnish any additional information which the
Company, the Agent, if any, or their respective legal counsel deem necessary in
order to verify the responses set forth below.


         6.       Accredited Status.  The undersigned represents and warrants
                  as follows:
                  (CHECK IF APPLICABLE):

_______           (a) The undersigned is an individual with a net worth, or a
                  joint net worth together with his or her spouse, in excess of
                  $1,000,000. (In calculating net worth, you may include equity
                  in personal property and real estate, including your principal
                  residence, cash, short-term investments, stock and securities.
                  Equity in personal property and real estate should be based on
                  the fair market value of such property minus debt secured by
                  such property.)

_______           (b) The undersigned is an individual with income in excess of
                  $200,000 in each of the prior two years and reasonably expects
                  an income in excess of $200,000 in the current year.

_______           (c) The undersigned is an individual who, with his or her
                  spouse, had joint income in excess of $300,000 in each of the
                  prior two years and reasonably expects joint income in excess
                  of $300,000 in the current year.


_______           (d) The undersigned is a director or executive officer of
                  United Shipping & Technology, Inc.




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<PAGE>

         7. 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:
                  __________________________________________________
                  __________________________________________________
                  __________________________________________________

         8. 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 the Shares; 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.

         9.       Miscellaneous.

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

                  _____    Individual Ownership

                  _____    Joint Tenants with Right of Survivorship*



         (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


------------------------------
* Multiple signatures required.


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<PAGE>

         without regard to conflict of law provisions.

         (d) The undersigned agrees to furnish to the Company or the Agent, if
         applicable, upon request, such additional information as may be deemed
         necessary to determine the undersigned's suitability as an investor.








                         [NOTE: SIGNATURE PAGE FOLLOWS]




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<PAGE>



                              INDIVIDUAL SUBSCRIBER


Dated: October _____, 1999.




------------------------------------      ------------------------------------


------------------------------------      ------------------------------------
Signature                                 Signature

-----------------------------------       ------------------------------------
Name Typed or Printed                     Name Typed or Printed



------------------------------------      ------------------------------------
Residence Address                         Residence Address

------------------------------------      ------------------------------------

------------------------------------      ------------------------------------

------------------------------------      ------------------------------------
City, State and Zip Code                  City, State and Zip Code

------------------------------------      ------------------------------------
Mailing Address                           Mailing Address

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

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



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<PAGE>



                            ACCEPTANCE BY THE COMPANY

United Shipping & Technology, Inc. hereby agrees to and accepts the foregoing
Subscription Agreement to the extent of __________ Shares and the Warrant.



                               UNITED SHIPPING & TECHNOLOGY, INC.



                               By _________________________
                                  Peter C. Lytle
                                  Its: Chief Executive Officer



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