EXHIBIT 10.5


                       UNITED SHIPPING & TECHNOLOGY, INC.

                             SUBSCRIPTION AGREEMENT
                                       AND
                           LETTER OF INVESTMENT INTENT

                IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING.
               SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN.


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

Ladies and Gentlemen:

         THIS AGREEMENT, made effective the 30th day of December, 1999, between
United Shipping & Technology, Inc., a Utah corporation (the "Company"), and the
investors listed on Schedule I attached hereto, as may be amended pursuant to
Section 4 hereof, (each a "Purchaser" and collectively the "Purchasers"). Each
Purchaser agrees to purchase, and the Company agrees to sell and issue to each
Purchaser, the number of shares for the aggregate purchase price as set forth
opposite each Purchaser's name on Schedule I attached hereto at the Closing on
January 3, 2000 or at such other date as the Purchasers and the Company may
mutually agree in writing (the "Closing"). Each of the Purchaser's has also
completed the Purchaser Certification attached hereto as Attachment A.

         1.       Subject to the terms and conditions of this Agreement, the
                  Company agrees to sell to Purchasers, and Purchasers agree to
                  purchase from the Company at the Closing, an aggregate of ____
                  shares of the Company's $0.004 par value Common Stock (the
                  "Shares") at $5.025 per Share. Each Purchaser will purchase
                  the number of Shares as set forth opposite each Purchaser's
                  name on Schedule I attached hereto. Purchasers acknowledge
                  that this subscription is contingent upon acceptance in whole
                  or in part by the Company.

         2.       At the Closing, the Purchasers will deliver an aggregate
                  amount of $_______ by certified check or wire transfer to the
                  Company in payment of the full purchase price of the Shares
                  and the Warrant described below (the "Purchase Price"). Each
                  Purchaser will pay the Purchase Price as set forth opposite
                  each Purchaser's name on Schedule I attached hereto. The
                  Shares and such Warrant are collectively hereinafter sometimes
                  referred to as the "Securities". Checks shall be payable to
                  "United Shipping & Technology, Inc." Wire transfers to the
                  Company shall be made to:

                           Bank:
                           ABA No.:
                           Acct. Name:
                           Acct. No.:

         3.       At the Closing, the Company will deliver to Purchasers, Common
                  Stock Purchase Warrants (each a "Warrant" and collectively the
                  "Warrants") for the purchase of for an aggregate amount of
                  _______ shares of the Company's $0.004 par value Common Stock
                  (the "Warrant Shares"), which is an amount equal to 10% of the
                  Shares purchased by Purchasers, at an exercise price of



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                  $12.50 per Warrant Share. Each Purchaser will be issued a
                  Warrant exercisable for the number of Warrant Shares as set
                  forth opposite each Purchaser's name on Schedule I attached
                  hereto. Such Warrants have a term of three years. Pursuant to
                  Section 14 of this Agreement, the Company is granting to
                  Purchasers certain Registration Rights in connection with the
                  Registrable Securities (as defined in Section 14(a) hereof).
                  Pursuant to Section 10 of each Warrant, the Warrants may be
                  redeemed by the Company under certain circumstances.

         4.       At the Closing, the Purchasers shall have the right to
                  designate another related entity as an additional Purchaser
                  and such Purchaser's allocation of the Shares and Warrants, as
                  well as the Purchase Price paid by such Purchaser shall be set
                  forth opposite such Purchaser's name on a revised Schedule I
                  attached hereto. Such additional Purchaser will be deemed to
                  have accepted the terms of this Agreement and the
                  representations made by Purchasers in this Agreement,
                  including the fact that such additional Purchaser qualifies as
                  an accredited investor as defined in Rule 501(a) of Regulation
                  D under the Securities Act of 1933, as amended (the "Act"). In
                  the event the Purchasers do not elect to designate another
                  related entity as a Purchaser, Schedule I attached hereto
                  shall not be revised.

         5.       Each Purchaser acknowledges and represents as follows:

                  (a)      That such Purchaser has received and carefully
                           reviewed the Company's Annual Report on Form 10-KSB
                           for the year ended June 30, 1999, the Company's
                           Quarterly Report on Form 10-QSB for the quarter ended
                           October 2, 1999, the Company's Current Reports on
                           Form 8-K filed October 8, 1999 (and as amended
                           December 8, 1999) and November 12, 1999 and all other
                           relevant documents as filed with the Securities and
                           Exchange Commission;

                  (b)      That such Purchaser believes it is able to bear the
                           economic risk of the investment in the Securities;

                  (c)      That such Purchaser believes that it has knowledge
                           and experience in financial and business matters,
                           that it is capable of evaluating the merits and risks
                           of the prospective investment in the Securities and
                           that it is able to bear such risks;

                  (d)      That such Purchaser understands an investment in the
                           Securities is highly speculative but believes that
                           the investment is suitable for it based upon its
                           investment objectives and financial needs, and has
                           adequate means for providing for its current
                           financial needs and personal contingencies and has no
                           need for liquidity of investment with respect to the
                           Securities;

                  (e)      That such Purchaser has been given access to full and
                           complete information regarding the Company, including
                           the opportunity to meet with Company officers and
                           review all the documents as it may have requested in
                           writing;

                  (f)      That such Purchaser recognizes that the Securities,
                           as an investment, involve a high degree of risk; and

                  (g)      That such Purchaser realizes that (i) the purchase of
                           Securities is a long-term investment; (ii) the
                           purchasers of Securities must bear the economic risk
                           of investment for an indefinite period of time
                           because the Securities have not been registered under
                           the


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                           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 Securities is
                           restricted, and prior to registration of the
                           Securities (A) requires the written consent of the
                           Company, (B) requires conformity with the
                           restrictions contained in paragraphs 6 and 7 below,
                           and (C) will be further restricted by a legend placed
                           on the certificate(s) representing the Securities
                           stating that such Securities have not been registered
                           under the Act and referring to the restrictions on
                           transferability of the Securities, and by stop
                           transfer orders or notations on the Company's records
                           referring to the restrictions on transferability.

         6.       Each Purchaser has been advised that the Securities it is
                  purchasing hereunder have not been registered under the Act or
                  relevant state securities laws, the Securities it is
                  purchasing hereunder are being sold to Purchaser pursuant to
                  exemptions from the Act and such laws, and that the Company's
                  reliance upon such exemptions is predicated in part on such
                  Purchaser's representations to the Company as contained
                  herein. Each Purchaser represents and warrants that the
                  Securities it is purchasing hereunder are being purchased for
                  its own account and for investment and without the intention
                  of reselling or redistributing the same, that it has made no
                  agreement with others regarding any of such Securities and
                  that its financial condition is such that it is not likely
                  that it will be necessary to dispose of any of such Securities
                  in the foreseeable future. Each Purchaser is aware that, in
                  the view of the Securities and Exchange Commission and
                  applicable state bodies that administer state securities laws,
                  a purchase of the Securities it is purchasing hereunder 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 Securities it is
                  purchasing hereunder and for which the Securities it is
                  purchasing hereunder were pledged as security, would represent
                  an intent inconsistent with the representations set forth
                  above. Each Purchaser further represents and agrees that if,
                  contrary to its foregoing intentions, it should later desire
                  to dispose of or transfer any of such Securities in any
                  manner, it shall not do so without first obtaining (a) the
                  opinion of counsel reasonably acceptable to the Company that
                  such proposed disposition or transfer lawfully may be made
                  without the registration of such Securities 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 except as set forth in this Agreement and the
                  Warrants, the Company shall not have any obligation to
                  register the Securities for such purpose).

                  Each Purchaser agrees that the Company may place the following
                  restrictive legend on the certificate(s) representing the
                  Securities it is purchasing hereunder, 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 state 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 or pursuant to Rule 144(k)
                           of the Act unless this corporation has received an
                           opinion of counsel satisfactory to it that such
                           transfer or disposition does not require registration
                           under said laws and, for any sales under Rule 144 of
                           the Act, such evidence as it shall request for
                           compliance with that rule.


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                  Each Purchaser agrees and consents that the Company may place
                  a stop transfer order on the certificate(s) representing the
                  Securities it is purchasing hereunder to assure such
                  Purchaser's compliance with this Agreement and the matters
                  referenced above.

                  The Company agrees to take all necessary actions, including
                  instructing its transfer agent, to remove the above legend
                  promptly upon compliance with the requirements set forth in
                  such legend.

                  Each of the parties hereto agrees to save and hold harmless,
                  defend and indemnify the other parties hereto and their
                  directors, officers and agents from any claims, liabilities,
                  damages, losses, expenses or penalties arising out of any
                  misrepresentation of information furnished by such party in
                  this Agreement.

7.       Each Purchaser represents and warrants that such Purchaser is domiciled
         or organized in the state listed in Schedule I to this Agreement and
         that the Shares it is purchasing hereunder are being purchased solely
         for the beneficial interest of such Purchaser 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 Section 11 of this Agreement.

8. The obligation of the Purchasers to consummate the transactions described in
this Agreement is subject to satisfaction of the following conditions: (i) Peter
C. Lytle, the President and Chief Executive Officer of the Company shall have
delivered to the Purchasers a certificate to the effect that each representation
and warranty of the Company in this Agreement is true and correct as of the
Closing, that as of the Closing there does not exist a Material Adverse Change
and that as of the Closing the Company is not in breach or violation of any of
the covenants contained in this Agreement, and (ii) pursuant to other agreements
with certain third parties unrelated to the Purchasers, an additional $4,500,000
has been invested in the Company on similar terms and conditions as this
Agreement.

9.       [Intentionally Omitted.]

10.      [Intentionally Omitted.]

11.      Entities. If the Purchaser 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 Purchaser was not organized for the specific purpose of
                  acquiring the Securities; and

         B.       This Agreement has been duly authorized by all necessary
                  action on the part of the Purchaser, has been duly executed by
                  an authorized officer or representative of the Purchaser, and
                  is a legal, valid and binding obligation of the Purchaser
                  enforceable in accordance with its terms.

12.      The Company represents and warrants to the Purchaser as follows:

         (a)      The Company and its subsidiaries are corporations duly
                  organized and validly existing in good standing under the laws
                  of the jurisdiction in which they are incorporated, and have
                  the requisite corporate power to own their properties and to
                  carry on their business as now being conducted. Each of the
                  Company and its subsidiaries is duly qualified as a foreign
                  corporation to do business and is in good standing in every
                  jurisdiction in which the nature of the business conducted by
                  it makes such qualification necessary, except to the extent
                  that the failure to be so qualified or be


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                  in good standing would not have a Material Adverse Effect.
                  "Material Adverse Effect" or "Material Adverse Change" means
                  any material adverse effect on or material adverse change to,
                  respectively, (i) the business, properties, operations,
                  financial condition or results of operations of the Company
                  and its subsidiaries, taken as a whole, (ii) the ability of
                  the Company to perform its obligations hereunder or under the
                  agreements or instruments to be entered into in connection
                  herewith, or (iii) the Shares, the Warrant or the Warrant
                  Shares.

         (b)      (i) The Company has the requisite corporate power and
                  authority to enter into and perform its obligations under this
                  Agreement and the Warrant, to issue and sell the Shares in
                  accordance with the terms hereof, and to issue the Warrant
                  Shares upon the exercise of the Warrant, in accordance with
                  the Warrant, (ii) the execution and delivery of this Agreement
                  and the Warrant by the Company and the consummation by it of
                  the transactions contemplated hereby and thereby, including,
                  without limitation, the issuance of the Shares and the Warrant
                  and the reservation for issuance and the issuance of the
                  Warrant Shares upon exercise of the Warrant have been duly
                  authorized by the Company's Board of Directors and no further
                  consent or authorization is required by the Company, its Board
                  of Directors or its shareholders, (iii) this Agreement and the
                  Warrant have been duly executed and delivered by the Company,
                  and (iv) this Agreement and the Warrant constitute the valid
                  and binding obligations of the Company enforceable against the
                  Company in accordance with their terms, except as such
                  enforceability may be limited by general principles of equity
                  or applicable bankruptcy, insolvency, reorganization,
                  moratorium, liquidation or similar laws relating to, or
                  affecting generally, the enforcement of creditors' rights and
                  remedies.

         (c)      The Shares, the Warrant and the Warrant Shares are duly
                  authorized, reserved and, upon issuance in accordance with the
                  terms hereof and the Warrant, as the case may be, shall be
                  validly issued, fully paid and non-assessable, free from all
                  taxes, liens and charges with respect to the issue thereof,
                  will give rise to rights of purchase in favor of Bayview
                  Capital Partners LP pursuant to certain agreements entered
                  into between Bayview Capital Partners LP and the Company,
                  which purchase rights the Company has received a written
                  waiver of from Bayview Capital Partners LP, and will not give
                  rise to any other preemptive rights or antidilution rights.

         (d)      The execution, delivery and performance of this Agreement and
                  the Warrant by the Company, and the consummation by the
                  Company of the transactions contemplated hereby and thereby
                  (including, without limitation, the issuance of the Shares,
                  the Warrant and the Warrant Shares) will not (i) result in a
                  violation of the Articles of Incorporation or By-laws of the
                  Company or its subsidiaries or (ii) violate or conflict with,
                  or result in a breach of any provision of, or constitute a
                  default (or an event which with notice or lapse of time or
                  both would become a default) under, or give to others any
                  rights of termination, amendment, acceleration or cancellation
                  of, any material agreement, indenture or instrument to which
                  the Company or any of its subsidiaries is a party, except
                  where any such violation or default would not have a Material
                  Adverse Effect, or result in a violation of any law, rule,
                  regulation, order, judgment or decree (including federal and
                  state securities laws and regulations and the rules and
                  regulations of the principal market or exchange on which the
                  Common Stock is traded or listed) applicable to the Company or
                  any of its subsidiaries or by which any property or asset of
                  the Company or any of its subsidiaries is bound or affected.
                  Neither the Company nor its subsidiaries is in violation of
                  any term of or in default under its Articles of Incorporation
                  or By-laws or their organizational charter or By-laws,
                  respectively, or in violation of any term of or in default
                  under any material contract, agreement, mortgage,
                  indebtedness, indenture, instrument, judgment, decree or order
                  or any statute, rule or regulation applicable to the Company
                  or its subsidiaries, except where any such violation or


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                  default would not have a Material Adverse Effect. The business
                  of the Company and its subsidiaries is not being conducted in
                  violation of any law, ordinance or regulation of any
                  governmental entity which violation could have a Material
                  Adverse Effect. Except as specifically contemplated by this
                  Agreement and as required under the Act, the Company is not
                  required to obtain any consent, authorization or order of, or
                  make any filing or registration with, any court or
                  governmental or regulatory or self-regulatory agency in order
                  for it to execute, deliver or perform any of its obligations
                  under or contemplated by this Agreement or the Warrant in
                  accordance with the terms hereof or thereof. All consents,
                  authorizations, orders, filings and registrations which the
                  Company is required to obtain pursuant to the preceding
                  sentence have been obtained or effected on or prior to the
                  date hereof. Upon consummation of the transactions set forth
                  in this Agreement, the Company will not be in violation of the
                  listing requirements of the NASDAQ Smallcap Market and the
                  Company does not reasonably anticipate that the Common Stock
                  will be delisted by the NASDAQ Smallcap Market in the
                  foreseeable future. The Company and its subsidiaries are
                  unaware of any facts or circumstances which might give rise to
                  any of the foregoing.

         (e)      Since January 1, 1998, the Company has filed all reports,
                  schedules, forms, statements and other documents required to
                  be filed by it with the SEC pursuant to the reporting
                  requirements of the Securities Exchange Act of 1934, as
                  amended (the "1934 Act") (all of the foregoing filed prior to
                  the date hereof and all exhibits included therein and
                  financial statements and schedules thereto and documents
                  incorporated by reference therein being hereinafter referred
                  to as the "SEC Documents"). The Company (i) has delivered or
                  made available to the undersigned or its representative true
                  and complete copies of the SEC Documents as each Buyer or its
                  representative has requested from the Company and (ii) agrees
                  to deliver or make available to Purchaser or its
                  representative true and complete copies of any additional SEC
                  Documents, upon request. As of their respective dates, the SEC
                  Documents, except for Company's Current Report on Form 8-K
                  filed June 9, 1998 which was amended on June 19, 1998, the
                  Company's Quarterly Report on Form 10-QSB for the quarter
                  ended September 30, 1998 which was amended on February 2,
                  1999, the Company's Current Report on Form 8-K filed on
                  January 27, 1999 which was amended on March 29, 1999, the
                  Company's Current Report on Form 8-K filed on October 8, 1999
                  which was amended on December 8, 1999 and the Company's Annual
                  Report on Form 10-KSB for the year ended June 30, 1999 which
                  the Company expects to amend to augment the business
                  description and cautionary statements to properly capture the
                  acquisition of Corporate Express Delivery System, Inc.,
                  complied in all material respects with the requirements of the
                  1934 Act and the rules and regulations of the SEC promulgated
                  thereunder applicable to the SEC Documents, and none of the
                  SEC Documents, at the time they were filed with the SEC, or as
                  amended, contained any untrue statement of a material fact or
                  omitted to state a material fact required to be stated therein
                  or necessary in order to make the statements therein, in light
                  of the circumstances under which they were made, not
                  misleading. As of their respective dates, the financial
                  statements of the Company included in the SEC Documents
                  complied as to form in all material respects with applicable
                  accounting requirements and the published rules and
                  regulations of the SEC with respect thereto. Such financial
                  statements have been prepared in accordance with generally
                  accepted accounting principles, consistently applied during
                  the periods involved (except (i) as may be otherwise indicated
                  in such financial statements or the notes thereto, or (ii) in
                  the case of unaudited interim statements, to the extent they
                  may exclude footnotes or may be condensed or summary
                  statements) and fairly present in all material respects the
                  financial position of the Company as of the dates thereof and
                  the results of its operations and cash flows for the periods
                  then ended (subject, in the case of unaudited statements, to
                  normal year-end audit adjustments). No other information
                  provided by or on behalf of the Company to the undersigned


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                  which is not included in the SEC Documents contains any untrue
                  statement of a material fact. The Company has not provided and
                  will not provide to Purchaser any material non-public
                  information.

         (f)      Except as disclosed in SEC Documents filed prior to the date
                  hereof, since January 1, 1999, or as disclosed in Section
                  12(l) of this Agreement, there has been no material adverse
                  change and no material adverse development in the business,
                  properties, operations, financial condition or results of
                  operations of the Company and its subsidiaries taken as a
                  whole. The Company has not taken any steps, and does not
                  currently expect to take any steps, to seek protection
                  pursuant to any bankruptcy law nor does the Company or its
                  subsidiaries have any knowledge or reason to believe that its
                  creditors intend to initiate involuntary bankruptcy
                  proceedings.

         (g)      Neither the Company, nor any of its affiliates, nor any person
                  acting on its or their behalf, has engaged in any form of
                  general solicitation or general advertising (within the
                  meaning of Regulation D under the Act) in connection with the
                  offer or sale of any of the Shares, the Warrant or the Warrant
                  Shares offered hereby.

         (h)      Neither the Company, nor any of its affiliates, nor any person
                  acting on its or their behalf has, directly or indirectly,
                  made any offers or sales of any security or solicited any
                  offers to buy any security, under circumstances that would
                  require registration of any of the Shares, the Warrant or the
                  Warrant Shares under the Act or cause the offering of any of
                  the Shares, the Warrant or the Warrant Shares to be integrated
                  with prior offerings by the Company for purposes of the Act or
                  any applicable stockholder approval provisions, including,
                  without limitation, under the rules and regulations of the
                  National Association of Securities Dealers Automated Quotation
                  system ("NASDAQ").

         (i)      The Company is currently eligible to register securities,
                  including the resale of the Shares and the Warrant Shares, on
                  a registration statement on Form S-3 under the Act.

         (j)      All information relating to or concerning the Company or any
                  of its subsidiaries set forth in this Agreement, the SEC
                  Documents or provided to the Purchaser in connection with the
                  transactions contemplated hereby is true and correct in all
                  material respects and the Company has not omitted to state any
                  material fact necessary in order to make the statements made
                  herein or therein, in light of the circumstances under which
                  they were made, not misleading. No event or circumstances has
                  occurred or information exists with respect to the Company or
                  any of its subsidiaries or its or their business, properties,
                  operations or financial conditions, which, under applicable
                  law, rule or regulation, requires public disclosure or
                  announcement by the Company but which has not been so publicly
                  announced or disclosed (assuming for the purpose that the
                  Company's reports filed under the 1934 Act are being
                  incorporated into an effective registration statement filed by
                  the Company under the Act).

         (k)      The attached Schedule II is the current status of the
                  Company's year 2000 readiness. To the best of the Company's
                  knowledge, Schedule II is a true and correct statement of the
                  Company's year 2000 readiness as of the date of this
                  Agreement.

         (l)      Since December 17, 1999, the Company has not entered into any
                  agreement for, and the Company and is not presently
                  contemplating, the issuance of any shares of Common Stock or
                  any warrant or warrants for the purchase of shares of Common
                  Stock, or any security convertible into Common Stock, upon
                  terms more favorable than those set forth in this Agreement
                  and in the


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                  Warrant. Since September 30, 1999 the Company has effected the
                  following transactions involving its Common Stock: an
                  aggregate of 225,000 stock options exercisable at a price of
                  $4.50 per share and an aggregate of 850,000 stock options
                  exercisable at a price of $4.95 per share were granted under
                  the Company's 1995 Stock Option Plan, and an aggregate of
                  146,083 shares of Common Stock were sold to seven accredited
                  individuals at a price of $4.50 per share along with warrants
                  for the purchase of an aggregate of 41,333 shares of Common
                  Stock at an exercise of $4.50 per share.

         (m)      The Company (both before and after giving effect to the
                  transactions contemplated by this Agreement) is solvent (i.e.
                  its assets have a fair market value in excess of the amount
                  required to pay its probable liabilities on its existing debts
                  as they become absolute and matured).

13.      The Company covenants and agrees as follows:

         (a)      The Company agrees to file all reports, schedules, forms,
                  statements and other documents required to be filed by it with
                  the SEC pursuant to the reporting requirements of the 1934
                  Act. The financial statements of the Company will be prepared
                  in accordance with generally accepted accounting principles,
                  consistently applied except for changes required by GAAP, and
                  will fairly present in all material respects the consolidated
                  financial position of the Company and its consolidated
                  subsidiaries and results of their operations and cash flows
                  for the periods then ended (subject, in the case of unaudited
                  statements, to normal year-end audit adjustments).

         (b)      The Company shall promptly secure the listing of the
                  Registrable Securities upon the Nasdaq Smallcap Market
                  (subject to official notice of issuance) and shall maintain,
                  so long as Purchaser owns any Warrant or Registrable Security,
                  the listing of all Registrable Securities from time to time
                  issuable under the terms of this Agreement and the Warrant on
                  each national securities exchange and automated quotation
                  system, if any, upon which shares of Common Stock are then
                  listed.

         (c)      Each of the Company and Purchaser shall pay its respective
                  costs and expenses incurred by such party in connection with
                  the negotiation, investigation, preparation, execution,
                  delivery and performance of this Agreement and the Warrant;
                  provided, that Purchaser may request, and in the event of such
                  request, the Company shall, reimburse Purchaser for
                  Purchaser's accountable attorneys' fees and expenses incurred
                  in connection with the preparation of this Agreement and the
                  Warrant up to an aggregate of $17,000.

         (d)      The Company will exercise best efforts to conduct its business
                  in compliance with all applicable laws, rules, ordinances and
                  regulations of the jurisdictions in which it is conducting
                  business, including, without limitation, all applicable local,
                  state and federal environmental laws and regulations the
                  failure to comply with which would have a Material Adverse
                  Effect.

         (e)      The Company will not conduct any future offering that will be
                  integrated with the issuance of the Shares, the Warrant or the
                  Warrant Shares which would result in a violation of the Act.

14.      (a)      The Company shall prepare, and, on or prior to thirty (30)
                  Business Days after the Closing, file with the SEC a
                  registration statement of the Company filed under the Act,
                  subject to any other provision of this Agreement (the
                  "Registration Statement") or Registration Statements (as is
                  necessary) on Form S-3 (or, if such form is unavailable for
                  such a registration, on such other form as is available for
                  such a registration, subject to the consent of the Purchaser
                  and the provisions


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                  of Section 14(b) hereof, which consent will not be
                  unreasonably withheld), covering the resale of all of (i) the
                  Shares, (ii) the Warrant Shares issued or issuable upon
                  exercise of the Warrant and (iii) any shares of capital stock
                  issued or issuable with respect to the Shares, the Warrant
                  Shares or the Warrant as a result of any stock split, stock
                  dividend, recapitalization, exchange or similar event ((i),
                  (ii), and (iii) collectively, the "Registrable Securities"),
                  which Registration Statement(s) shall state that, in
                  accordance with Rule 416 promulgated under the Act, such
                  Registration Statement(s) also covers such indeterminate
                  number of additional shares of Common Stock as may become
                  issuable to prevent dilution resulting from stock splits,
                  stock dividends or similar transactions. The Registrable
                  Securities shall not include the Warrant. Such Registration
                  Statement shall initially register for resale the number of
                  Registrable Securities, subject to adjustment as provided in
                  Section 14(c) hereof. Such registered shares of Common Stock
                  shall be allocated among the Purchasers pro rata based on the
                  total number of Registrable Securities issued or issuable as
                  of each date that a Registration Statement, as amended,
                  relating to the resale of the Registrable Securities is
                  declared effective by the SEC. The Company shall use its best
                  efforts to have the Registration Statement declared effective
                  by the SEC within one hundred and thirty-five (135) days after
                  the Closing.

         (b)      [Intentionally Omitted.]

         (c)      The Company will use its best efforts to effect the
                  registration of the Registrable Securities for resale by
                  Purchasers in accordance with the intended method of
                  disposition thereof and, pursuant thereto, the Company shall
                  have the following obligations:

                  (i)      (A) The Company shall promptly prepare and file with
                           the SEC a Registration Statement with respect to the
                           Registrable Securities (on or prior to thirty (30)
                           Business Days after the Closing pursuant to Section
                           14(a)hereof and use its best efforts to cause such
                           Registration Statement(s) relating to Registrable
                           Securities to become effective as soon as possible
                           after such filing (but no later than one hundred and
                           thirty-five (135) days after the Closing, and keep
                           the Registration Statement(s) effective pursuant to
                           Rule 415 at all times until the earlier of (i) six
                           months after the date as of which Purchaser may sell
                           all of the Registrable Securities without restriction
                           pursuant to Rule 144(k) promulgated under the Act (or
                           successor thereto) or (ii) the date on which each
                           Purchaser shall have sold all of the Registrable
                           Securities (the "Registration Period"), which
                           Registration Statement(s) (including any amendments
                           or supplements thereto and prospectuses contained
                           therein) shall not contain any untrue statement of a
                           material fact or omit to state a material fact
                           required to be stated therein, or necessary to make
                           the statements therein, in light of the circumstances
                           in which they were made, not misleading.

                           (B) (x) In the event that such Registration Statement
                           is not declared effective by the SEC within one
                           hundred and one hundred and thirty-five (135) days
                           after the Closing (the "Scheduled Effective Date"),
                           for each consecutive thirty (30) day period following
                           the Scheduled Effective Date, Purchaser shall, until
                           such time as the Registration Statement is declared
                           effective by the SEC (all such payments to be made in
                           cash and nonrefundable on the first day of each
                           thirty (30) day period), be entitled to an amount
                           from the Company equal to the product of (A) one half
                           of one percent, multiplied by (B) $5.025 multiplied
                           by (C) the aggregate number of such Purchaser's
                           Registrable Securities, as such price and aggregate
                           number of Registrable Securities may be adjusted for
                           any stock split, stock dividend, recapitalization or
                           similar event. The Scheduled


                                        9

<PAGE>



                           Effective Date shall be extended for any period
                           during which the filing of an amendment is precluded
                           by reason of the Company's response to a comment or
                           objection from Purchasers' counsel not timely made
                           pursuant to Section 14(c)(i)(B)(xi) hereof.

                                    (y) Upon the occurrence of a Triggering
                           Event (as defined below), each Purchaser shall have
                           the right, at such Purchaser's option, to require the
                           Company to redeem all or a portion of such
                           Purchaser's Registrable Securities equal to the
                           greater of (x) the product of (A) the aggregate
                           number of such Purchaser's Registrable Securities,
                           multiplied by (B) the average of the last closing
                           sale price of such security on the principal
                           securities exchange or trading market where such
                           security is listed or traded, or, if applicable, in
                           the over-the-counter market on the electronic
                           bulletin board for such security on the ten
                           consecutive trading days immediately preceding the
                           applicable date; and (y) the product of (A) the
                           aggregate number of such Purchaser's Registrable
                           Securities, multiplied by (B) $5.025, multiplied by
                           (C) 130% (the "Triggering Event Redemption Price"),
                           as such price and aggregate number of Registrable
                           Securities may be adjusted for any stock split, stock
                           dividend, recapitalization or similar event.

                  A "Triggering Event" shall be deemed to have occurred at such
                  time as any of the following events:

                           (i) notice from the Company that Common Stock issued
                           or issuable cannot be sold under the Registration
                           Statement covering such Common Stock, for any period
                           of ten (10) consecutive trading days or any twenty
                           (20) non-consecutive trading days during any period
                           of one hundred and eighty (180) consecutive days that
                           is (A) after the date the Registration Statement has
                           been declared effective by the SEC, and (B) prior to
                           the time that the Registrable Securities may be sold
                           without limitation in accordance with Rule 144(k)
                           under the Act;

                           (ii) the failure of the Common Stock to be listed on
                           NASDAQ or any other national securities exchange for
                           a period of ten (10) consecutive trading days during
                           any period of twelve (12) months;

                           (iii) the failure to have the Registration Statement
                           declared effective by the SEC within two-hundred and
                           seventy (270) days after the Closing;

                           (iv) the failure by the Company to make any payment
                           in accordance with Section 14(c)(i)(B)(x) hereof
                           within seven (7) days after the date such payment is
                           due; or

                           (v) the Company's notice to any Purchaser, including
                           by way of public announcement, at any time, of its
                           intention not to comply with proper requests for
                           issuance of any Warrant Shares.

                  (ii)     The Company shall prepare and file with the SEC such
                           amendments (including post-effective amendments) and
                           supplements to the Registration Statement(s) and the
                           prospectus(es) used in connection with the
                           Registration Statement(s), which prospectus(es) are
                           to be filed pursuant to Rule 424 promulgated under
                           the Act, as may be necessary to keep the Registration
                           Statement(s) effective at all times during the
                           Registration Period, and, during such period, comply
                           with the provisions of the Act with respect to the
                           disposition of all Registrable Securities of the
                           Company covered by the


                                       10

<PAGE>



                           Registration Statement(s) until such time as all of
                           such Registrable Securities shall have been disposed
                           of in accordance with the intended methods of
                           disposition by the seller or sellers thereof as set
                           forth in the Registration Statement(s). As soon as
                           practicable following the expiration of a Suspension
                           Period, as defined in Section 14(c)(v)(B) hereto, the
                           Company shall use its best efforts to cause any such
                           necessary amendment, supplement and/or new
                           Registration Statement to become effective as soon as
                           practicable following the filing thereof. In addition
                           any such amendment or new Registration Statement
                           shall for purposes of Section 14(c)(i) above be
                           deemed to be a "Registration Statement".

                  (iii)    The Company shall furnish to each Purchaser whose
                           Registrable Securities are included in the
                           Registration Statement(s) and its legal counsel
                           without charge (i) promptly after the same is
                           prepared and filed with the SEC at least one copy of
                           the Registration Statement and any amendment thereto,
                           including financial statements and schedules, all
                           documents incorporated therein by reference and all
                           exhibits, the prospectus(es) included in such
                           Registration Statement(s) (including each preliminary
                           prospectus) and, with regards to the Registration
                           Statement referred to in Section 14(a) hereof, upon
                           request of a Purchaser, any correspondence by or on
                           behalf of the Company to the SEC or the staff of the
                           SEC and any correspondence from the SEC or the staff
                           of the SEC to the Company or its representatives,
                           (ii) upon the effectiveness of any Registration
                           Statement, ten (10) copies of the prospectus included
                           in such Registration Statement and all amendments and
                           supplements thereto (or such other number of copies
                           as such Purchaser may reasonably request) and (iii)
                           such other documents, including any preliminary
                           prospectus, as such Purchaser may reasonably request
                           in order to facilitate the disposition of the
                           Registrable Securities owned by such Purchaser.

                  (iv)     The Company shall use reasonable efforts to (i)
                           register and qualify the Registrable Securities
                           covered by the Registration Statement(s) under such
                           other securities or "blue sky" laws of such
                           jurisdictions in the United States as any Purchaser
                           reasonably requests, 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, (ii) prepare and file
                           in those jurisdictions, such amendments (including
                           post-effective amendments) and supplements to such
                           registrations and qualifications as may be necessary
                           to maintain the effectiveness thereof during the
                           Registration Period, (iii) take such other actions as
                           may be necessary to maintain such registrations and
                           qualifications in effect at all times during the
                           Registration Period, and (iv) take all other actions
                           reasonably necessary or advisable to qualify the
                           Registrable Securities for sale in such
                           jurisdictions. The Company shall promptly notify each
                           Purchaser who holds Registrable Securities of the
                           receipt by the Company of any notification with
                           respect to the suspension of the registration or
                           qualification of any of the Registrable Securities
                           for sale under the securities or "blue sky" laws of
                           any jurisdiction in the United States or its receipt
                           of actual notice of the initiation or threatening of
                           any proceeding for such purpose.

                  (v)      (A) The Company shall promptly notify Purchaser, (i)
                           when a prospectus or any prospectus supplement or
                           post-effective amendment has been filed and, with
                           respect to a Registration Statement or any
                           post-effective amendment, when the same has become
                           effective, (ii) of any request by the SEC or any
                           state securities authority for amendments and
                           supplements to a Registration Statement and
                           prospectus or for additional


                                       11

<PAGE>



                           information after the Registration Statement has
                           become effective, (iii) of the issuance by the SEC of
                           any stop order suspending the effectiveness of a
                           Registration Statement, (iv) of the issuance by any
                           state securities commission or other regulatory
                           authority of any order suspending the qualification
                           or exemption from qualification of any of the
                           Registrable Securities under state securities or
                           "blue sky" laws, and (v) of the happening of any
                           event which makes any statement made in a
                           Registration Statement or related prospectus untrue
                           or which requires the making of any changes in such
                           Registration Statement or prospectus so that they
                           will not contain any untrue statement of a material
                           fact or omit to state any material fact required to
                           be stated therein or necessary to make the statements
                           therein, in light of the circumstances under which
                           they were made, not misleading. As soon as
                           practicable following expiration of the Suspension
                           Period (as defined below), the Company shall prepare
                           and file with the SEC and furnish a supplement or
                           amendment to such prospectus so that, as thereafter
                           deliverable to the purchasers of such Registrable
                           Securities, such prospectus will not contain any
                           untrue statement of a material fact or omit to state
                           a material fact necessary to make the statements
                           therein, in light of the circumstances under which
                           they were made, not misleading.

                           (B) Upon receipt of any notice (a "Suspension
                           Notice") by Purchaser from the Company of the
                           happening of any event of the kind described in
                           Section 14(c)(v)(A), Purchaser shall forthwith
                           discontinue disposition of the Registrable Securities
                           pursuant to the Registration Statement covering such
                           Registrable Securities until such Purchaser's receipt
                           of the copies of the supplemented or amended
                           Prospectus contemplated by Section 14(c)(v)(A) or
                           until Purchaser is advised in writing (the "Advice")
                           by the Company that the use of the prospectus may be
                           resumed, and has received copies of any additional or
                           supplemental filings which are incorporated by
                           reference in the prospectus, and, if so directed by
                           the Company, will, or will request any broker-dealer
                           acting as Purchaser's agent to, deliver to the
                           Company (at Company's expense) all copies, other than
                           permanent file copies then in Purchaser's or a
                           broker-dealer's possession, of the prospectus
                           covering such Registrable Securities current at the
                           time of receipt of such notice; provided, however,
                           that in no event shall the period from the date on
                           which Purchaser receives a Suspension Notice to the
                           date on which Purchaser receives either the Advice or
                           copies of the supplemented or amended prospectus
                           contemplated by Section 14(c)(v)(A) (the "Suspension
                           Period") exceed sixty (60) days.

                  (vi)     The Company shall permit each Purchaser and a single
                           firm of counsel, initially Schulte Roth & Zabel LLP
                           or such other counsel as thereafter designated as
                           selling shareholders' counsel by the Purchasers who
                           hold a majority of the Registrable Securities being
                           sold, to review and comment upon the Registration
                           Statement(s) and all amendments and supplements
                           thereto at least seven (7) days prior to their filing
                           with the SEC, and not file any document in a form to
                           which such counsel reasonably objects. The Company
                           shall not submit a request for acceleration of the
                           effectiveness of a Registration Statement(s) or any
                           amendment or supplement thereto without the prior
                           approval of such counsel, which consent shall not be
                           unreasonably withheld.

                  (vii)    The Company shall hold in confidence and not make any
                           disclosure of information concerning a Purchaser
                           provided to the Company by a Purchaser or on its
                           behalf unless (i) disclosure of such information is
                           necessary to comply with federal or state securities
                           laws, (ii) the disclosure of such information is
                           necessary to avoid or correct a


                                       12

<PAGE>



                           misstatement or omission in any Registration
                           Statement, (iii) the release of such information is
                           ordered pursuant to a subpoena or other final,
                           non-appealable order from a court or governmental
                           body of competent jurisdiction, or (iv) such
                           information has been made generally available to the
                           public other than by disclosure in violation of this
                           or any other agreement. The Company agrees that it
                           shall, upon learning that disclosure of such
                           information concerning a Purchaser is sought in or by
                           a court or governmental body of competent
                           jurisdiction or through other means, give prompt
                           written notice to such Purchaser and allow such
                           Purchaser, at the Purchaser's expense, to undertake
                           appropriate action to prevent disclosure of, or to
                           obtain a protective order for, such information. It
                           shall be a condition of the Company's obligation to
                           register the Registrable Securities hereunder that
                           the Purchaser agrees to cooperate with the Company in
                           the preparation and filing of any such registration
                           statement, as to any proposed distribution.

                  (viii)   The Company shall take all other reasonable actions
                           necessary to expedite and facilitate disposition by
                           the Purchasers of the Registrable Securities pursuant
                           to a Registration Statement.

                  (ix)     The Company shall use its best efforts to cause the
                           Registrable Securities covered by the applicable
                           Registration Statement to be registered with or
                           approved by such other governmental agencies or
                           authorities as may be necessary to consummate the
                           disposition of such Registrable Securities.

                  (x)      The Company shall otherwise use its best efforts to
                           comply with all applicable rules and regulations of
                           the SEC in connection with any registration
                           hereunder.

         (d)      The Company hereby indemnifies each of the holders of any
                  Shares, the Warrant and of any Warrant Shares, and the
                  officers, partners, employees, agents, directors and each
                  other individual or entity, if any, who control any such
                  holder, within the meaning of Section 15 of the Act, against
                  all losses, claims, damages, liabilities or any other costs,
                  fees or expenses (including without limitation, reasonable
                  attorneys' fees) caused by (1) any untrue statement or alleged
                  untrue statement of a material fact contained in any
                  Registration Statement or prospectus prepared in connection
                  with any Registration Statement (and as amended or
                  supplemented if the Company shall have furnished any
                  amendments thereof or supplements thereto), any preliminary
                  prospectus or any state securities law filings; (2) any
                  omission or alleged omission to state therein a material fact
                  required to be stated therein or necessary to make the
                  statements therein, in the case of a prospectus or preliminary
                  prospectus, in light of the circumstances under which the
                  statements therein were made, not misleading; or (3) any
                  violation or alleged violation by the Company of the Act, the
                  1934 Act, any other law, including, without limitation, any
                  state securities law, or any rule or regulation thereunder
                  relating to the offer or sale of the Registrable Securities
                  pursuant to a Registration Statement, except insofar as such
                  losses, claims, damages, or liabilities are caused by any
                  untrue statement or omission contained in information
                  furnished in writing to the Company by such holder expressly
                  for use therein, if such prospectus was timely made available
                  by the Company to such holder in accordance with this
                  Agreement. To the extent that the foregoing undertaking by the
                  Company may be unenforceable for any reason, the Company shall
                  make the maximum contribution to the payment and satisfaction
                  of each of the losses, claims, damages, liabilities, costs,
                  fees and expenses which is permissible under applicable law.
                  Each such holder by its acceptance hereof severally agrees
                  that it will indemnify and hold harmless the Company, each of
                  its officers who signs such Registration Statement, and


                                       13

<PAGE>



                  each person, if any, who controls the Company, within the
                  meaning of Section 15 of the Act, with respect to losses,
                  claims, damages, liabilities or any costs, fees or expenses
                  (including without limitation, reasonable attorneys' fees)
                  which are caused, and solely to the extent they are caused, by
                  any untrue statement or alleged untrue statement, omission or
                  alleged omission contained in information furnished in writing
                  to the Company by such holder expressly for use therein;
                  provided however, that such holder shall be liable under this
                  Section 14 for only that amount as does not exceed the net
                  proceeds to such holder as a result of the sale of Registrable
                  Securities pursuant to such Registration Statement.

15.      Miscellaneous.

         A.       Manner in which title is to be held: as set forth on the
                  signature page of this Agreement.

         B.       Each of the parties hereto agrees that such party understands
                  the meaning and legal consequences of the agreements,
                  representations and warranties contained herein, and agrees
                  that such agreements, representations and warranties shall
                  survive and remain in full force and effect after the
                  execution hereof and payment for and delivery of the Shares
                  and the Warrant.

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

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

                           [NOTE: SIGNATURE PAGES TO FOLLOW]




<PAGE>



                                 SIGNATURE PAGE





Dated: ______________________, ______.


By: _________________________________

Name: _______________________________

Title: ______________________________

_____________________________________
Address


_____________________________________
City, State and Zip Code


_____________________________________
Mailing Address


_____________________________________

_____________________________________
City, State and Zip Code


_____________________________________
Tax Identification or Social Security Number





<PAGE>



                            CERTIFICATE OF SIGNATORY


       (TO BE COMPLETED ONLY IF SHARES ARE BEING SUBSCRIBED BYAN ENTITY.)



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

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

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

                                      Signature:____________________________

                                      Title:________________________________

                                      Name (Print):_________________________







<PAGE>



                            ACCEPTANCE BY THE COMPANY

         United Shipping & Technology, Inc. hereby accepts the foregoing
subscription to the extent of an aggregate of __________ shares of its Common
Stock and Warrants to purchase an aggregate of 89,552 shares of Common Stock,
and agrees to the provisions of this Agreement applicable to United Shipping &
Technology, Inc.

                             UNITED SHIPPING & TECHNOLOGY, INC.



                             By
                                -------------------------------------------
                                      Peter C. Lytle
                                      President and Chief Executive Officer



<PAGE>



                                  ATTACHMENT A

                             PURCHASER CERTIFICATION


THE COMPLETION OF THIS PURCHASER CERTIFICATION 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 AND THE WARRANT. ALL OF SUCH
INFORMATION WILL BE KEPT CONFIDENTIAL AND WILL BE REVIEWED ONLY BY THE COMPANY
AND ITS COUNSEL. Purchaser agrees to furnish any additional information which
the Company or its legal counsel deem necessary in order to verify the responses
set forth below.

         1. Accredited Status. The Purchaser represents and warrants as follows
            (CHECK ONE):

                  _______           A.      The Purchaser 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 Purchaser 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 Purchaser 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 Purchaser is a director or
                                            executive officer of United Shipping
                                            & Technology, Inc.

                  _______           E.      The Purchaser, if other than an
                                            individual, is an entity all of
                                            whose equity owners meet one of the
                                            tests set forth in (A) through (D)
                                            above.

                  _______           F.      The Purchaser is an entity, and
                                            is an "accredited investor" as
                                            defined in Rule 501(a) of Regulation
                                            D under the Act. This representation
                                            is based on the following (check one
                                            or more, as applicable):

                                    ______  1.       The Purchaser (or, in
                                                     the case of a trust, the
                                                     undersigned trustee) is a
                                                     bank or savings and loan
                                                     association as defined in
                                                     Sections 3(a)(2) and
                                                     3(a)(5)(A), respectively,
                                                     of the Act acting either in
                                                     its individual or fiduciary
                                                     capacity.

                                    ______  2.       The Purchaser is an
                                                     insurance company as
                                                     defined in section
                                                     2(13) of the Act.




<PAGE>

                                    ______  3.       The Purchaser is an
                                                     investment company
                                                     registered under the
                                                     Investment Company Act of
                                                     1940 or a business
                                                     development company as
                                                     defined in Section 2(a)(48)
                                                     of that Act.

                                    ______  4.       The Purchaser is a Small
                                                     Business Investment Company
                                                     licensed by the United
                                                     States Small Business
                                                     Administration under
                                                     Section 301(c) or (d) of
                                                     the Small Business
                                                     Investment Act of 1958.

                                    ______  5.       The Purchaser is an
                                                     employee benefit plan
                                                     within the meaning of Title
                                                     I of the Employee
                                                     Retirement Income Security
                                                     Act of 1974 ("ERISA") and
                                                     either (check one or more,
                                                     as applicable):

                                            ___      a.       the investment
                                                              decision is made
                                                              by a plan
                                                              fiduciary,
                                                              as defined in
                                                              Section 3(21) of
                                                              ERISA, which is
                                                              either a bank,
                                                              savings and loan
                                                              association,
                                                              insurance company,
                                                              or registered
                                                              investment
                                                              advisor; or

                                            ___      b.       the employee
                                                              benefit plan has
                                                              total assets in
                                                              excess of
                                                              $5,000,000; or

                                            ___      c.       the plan is a
                                                              self-directed plan
                                                              with investment
                                                              decisions made
                                                              solely by persons
                                                              who are
                                                              "accredited
                                                              investors" as
                                                              defined under the
                                                              Act.

                                    ______  6.       The Purchaser is a private
                                                     business development
                                                     company as
                                                     defined in Section 202(a)
                                                     (22) of the Investment
                                                     Advisers Act of 1940.

                                    ______  7.       The Purchaser has total
                                                     assets in excess of
                                                     $5,000,000, was not formed
                                                     for the specific purpose of
                                                     acquiring the Shares and is
                                                     one or more of the
                                                     following (check one or
                                                     more, as appropriate):

                                            ___      a.       an organization
                                                              described in
                                                              Section 501(c)(3)
                                                              of the Internal
                                                              Revenue Code; or

                                            ___      b.       a corporation; or

                                            ___      c.       a Massachusetts or
                                                              similar business
                                                              trust; or

                                            ___      d.       a partnership.

                                    ______  8.       The Purchaser is a trust
                                                     with total assets exceeding
                                                     $5,000,000 which was not
                                                     formed for the specific
                                                     purpose of acquiring the
                                                     Securities and whose
                                                     purchase is directed by a
                                                     person who has such
                                                     knowledge and experience in
                                                     financial

<PAGE>



                                                     and business matters that
                                                     he or she is capable of
                                                     evaluating the merits and
                                                     risks of the investment in
                                                     the Securities. (IF ONLY
                                                     THIS RESPONSE IS CHECKED,
                                                     please contact the Company
                                                     to receive and complete an
                                                     information statement
                                                     before this subscription
                                                     can be considered).

2.       NASD Affiliation. The Purchaser 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: ______________________
________________________________________________________________________________
________________________________________________________________________________




                                         Dated: _______________________________

                                         By:___________________________________

                                         Name: ________________________________

                                         Title: _______________________________


<PAGE>



                                   SCHEDULE II

           YEAR 2000 COMPLIANCE AT CORPORATE EXPRESS DELIVERY SYSTEMS

         We are pleased to announce that we at Corporate Express Delivery
Systems (formerly U.S. Delivery, United TransNet, Tricor, Midnite Express, and
Air Courier Dispatch) are in the final stages of our Year 2000 efforts for items
deemed at-risk for non-compliance. We are also well into the process of creating
contingency plans for operations in the unlikely occurrence of disruptions
relating to systems or supplier failures. We are confident at this time that
Corporate Express Delivery Systems will continue to meet our customers'
expectations with no significant disruptions due to the Year 2000 bug.

THE YEAR 2000 BUG

         Year 2000 compliance includes the ability for systems to operate
correctly upon the beginning of the year 2000. It also includes the ability to
accept and process any date prior to January 1, 2000 and any date after December
31, 1999. This ability must exist before the year 2000 to handle future dates in
contracts, credit card expiration dates, etc., and must exist after the year
2000 to handle historical billing, inquiry, and reporting. Year 2000 compliance
also includes the ability to correctly handle leap year within the year of 2000.

BACKGROUND

         Corporate Express Delivery Systems engaged the Year 2000 Compliance
practice of MCI/SHL SystemHouse (now a division of EDS) to assist in identifying
an inventory of items potentially at risk, and to perform an assessment of our
compliance. Our efforts then focused on upgrading, modifying or replacing these
items. The overall effort is sponsored within Corporate Express Delivery Systems
by our Chief Executive Officer and is under the direct supervision of our Chief
Information Officer.

COMPLIANCE STATUS

         There are many areas potentially affected by this event that have been
evaluated and addressed. We have grouped these areas as follows:


VOICE             All non-compliant voice communications components have been
COMMUNICATIONS    upgraded or replaced.

DATA              All non-compliant data communications components have been
COMMUNICATIONS    upgraded or replaced.

SERVERS           Several operational system servers and file and print servers
                  have been identified as non-compliant and are in the final
                  stages of being upgraded, replaced, or phased out of service.

OPERATIONAL       Some operational systems have been identified as non-compliant
SYSTEMS           and are in the final stages of being upgraded, replaced, or
                  phased out of service.

PC HARDWARE       All non-compliant PCs have been upgraded or replaced.

PC SOFTWARE       All non-compliant PC software has been upgraded, replaced, or
                  phased out of use.

INFRASTRUCTURE    All non-compliant Infrastructure and Facilities components
AND FACILITIES    have been upgraded, replaced or phased out of use.




<PAGE>

YEAR 2000 SUPPORT

         Corporate Express Delivery Systems plans to have a full support
capability at and around the time of the rollover into Year 2000. Our staff will
be on-site at corporate headquarters and all divisions to verify all major
utilities, hardware, software, and other systems and to identify and address any
areas of failure. We are prepared to implement our Contingency Plans immediately
upon any significant failure.

CONTINGENCY PLANNING

         While not expecting significant problems, Corporate Express Delivery
Systems is developing contingency plans in the event of Year 2000 failures. Each
of our operational functions is being assessed for potential failures, including
systems failures, infrastructure failures, supplier problems, etc. Based upon
the risk assessment, we will take all or some of our contingency plans where
appropriate.

         Contingency plans for all critical business processes will be complete
by September 30, 1999.

SUPPLIER COMPLIANCE PROGRAM

         CEDS has confirmed Year 2000 readiness with all corporate suppliers. We
continue to monitor suppliers that provide our most critical products and
services.

SUMMARY

         We are aware of and understand the seriousness of the Year 2000 issues.
We believe we have a planned, disciplined approach to mitigate those issues.
Therefore we believe that the Year 2000 problem does not pose a material risk to
our business. We are confident that Corporate Express Delivery Systems will not
experience any significant disruption to our business as a result of this event.