EXHIBIT 10.10


                       UNITED SHIPPING & TECHNOLOGY, INC.
                        (FORMERLY KNOWN AS U-SHIP, INC.)

                         1996 DIRECTOR STOCK OPTION PLAN


         1. Purpose of the Plan. The purpose of this 1996 Director Stock Option
Plan, adopted by the Board on January 29, 1996, and amended on May 3, 1999, (the
"Plan") is to attract and retain the best available individuals to serve as
Directors of United Shipping & Technology, Inc. (formerly known as U-Ship,
Inc.), a Utah corporation (the "Company"), to provide additional incentive to
the Outside Directors of the Company to serve as Directors, and to encourage
their continued service on the Board.

                  The Company intends that the options granted hereunder shall
not constitute incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986. The Plan is intended to comply with the
requirements of Rule 16b-3 under the Exchange Act.

         2. Definitions. As used herein, the following definitions shall apply:

                  (a) "Board" shall mean the Board of Directors of the Company.

                  (b) "Common Stock" shall mean the Common Stock, $.004 par
         value per share, of the Company.

                  (c) "Company" shall mean United Shipping & Technology, Inc.
         and any subsidiary of the Company.

                  (d) "Committee" shall mean a committee of the Board appointed
         by the Board to administer the Plan.

                  (e) "Continuous Service as a Director" shall mean the absence
         of any interruption or termination of service as a Director. Continuous
         Service as a Director shall not be considered interrupted in the case
         of sick leave, military leave, or any other leave of absence approved
         by the Board or Committee.

                  (f) "Director" shall mean a member of the Board.

                  (g) "Employee" shall mean any person, including officers and
         Directors, employed by the Company or any Parent or Subsidiary of the
         Company. The payment of fees to a Director shall not be sufficient in
         and of itself to constitute "employment" by the Company.

                  (h) "Exchange Act" shall mean the Securities Exchange Act of
         1934, as amended.

                  (i) "Option" shall mean a stock option granted pursuant to the
         Plan.



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                  (j) "Optioned Stock" shall mean the Common Stock subject to an
         Option.

                  (k) "Optionee" shall mean an Outside Director who receives an
         option.

                  (l) "Outside Director" shall mean a Director who is not an
         Employee, including an officer who is not employed full-time by the
         Company.

                  (m) "Parent" shall mean a "parent corporation," whether now or
         hereafter existing, as defined in Section 424(e) of the Internal
         Revenue Code of 1986, as amended.

                  (n) "Plan" shall mean this 1996 Director Stock Option Plan.

                  (o) "Share" shall mean a share of Common Stock, as adjusted in
         accordance with Section 12 of the Plan.

                  (p) "Subsidiary" shall mean a "subsidiary corporation,"
         whether now or hereafter existing, as defined in Section 424(f) of the
         Internal Revenue Code of 1986, as amended.

         3. Stock Subject to the Plan. Subject to the provisions of Section 12
of the Plan, the maximum aggregate number of shares which may be optioned and
sold under the Plan is 210,000 shares of Common Stock. The shares may be
authorized, but unissued, or reacquired Common Stock.

                  If an Option expires or becomes unexercisable for any reason
without having been exercised in full, the unexercised Shares which were subject
thereto shall, unless the Plan has been terminated, become available for future
grant under the Plan. If Shares which were acquired upon exercise of an Option
are subsequently repurchased by the Company, such Shares shall not become
available for future grant under the Plan.

         4. Automatic Grant of Options. All grants of Options hereunder shall be
automatic and non-discretionary and shall be made strictly in accordance with
the following provisions:

                  (a) No person shall have any discretion to select which
         Outside Directors shall be granted Options or to determine the number
         of Shares to be covered by Options granted to Outside Directors.

                  (b) Each Outside Director, including persons who are Outside
         Directors on the date of adoption of the Plan, shall be automatically
         granted an option to purchase 15,000 Shares (the "First Option") upon
         the later to occur of (i) the effective date of the Plan, as determined
         in accordance with Section 8 hereof, or (ii) the date on which such
         person first becomes an Outside Director, whether through election by
         the shareholders of the Company or appointment by the Board to fill a
         vacancy.

                  (c) After the First Option has been granted to an Outside
         Director, such Outside Director shall thereafter be automatically
         granted an Option to purchase 15,000 shares on the



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         first and each successive anniversary of the grant of the First Option;
         provided, however, that in no event shall an Outside Director be
         granted options to purchase in the aggregate more than 45,000 shares
         pursuant to the Plan.

                  (d) Notwithstanding the provisions of Sections 4(b) and (c)
         hereof, in the event that a grant would cause the number of Shares
         subject to outstanding Options to Outside Directors plus Shares
         previously purchased upon exercise of Options by Outside Directors to
         exceed 210,000 Shares, then each such automatic grant shall be for that
         number of Shares determined by dividing the total number of Shares
         remaining available for grant by the number of Outside Directors on the
         automatic grant date. Any further grants shall then be deferred until
         such time, if any, as additional Shares become available for grant
         under the Plan through action of the shareholders to increase the
         number of Shares which may be issued under the Plan or through
         cancellation or expiration of Options previously granted hereunder.

         5. Option Terms and Conditions. The terms and conditions of an Option
granted hereunder shall be as follows:

                  (a) the term of each Option shall be five (5) years, subject
         to Sections 12 and 13 hereof.

                  (b) the First Option shall become exercisable in full
         beginning on the later of (i) the first anniversary of the grant of the
         Option or (ii) twelve (12) months after the date on which the Plan is
         first approved by the shareholders of the Company in accordance with
         Rule 16b-3 under the Exchange Act and each subsequent Option shall
         become exercisable in full beginning on the first anniversary of the
         grant of such Option, provided in each case that the Outside Director
         shall have maintained Continuous Service as an Outside Director
         throughout such 12-month period.

                  (c) the Option shall be exercisable only while the Outside
         Director serves as an Outside Director of the Company, and for a period
         of six (6) months after ceasing to be an Outside Director pursuant to
         Section 10(b) hereof.

                  (d) the exercise price per Share shall be 100% of the fair
         market value per Share on the date of grant of the Option, as
         determined in accordance with Section 9(a) hereof.

                  (e) the effectiveness of any Options granted hereunder is
         conditioned upon shareholder approval of the Plan in accordance with
         Rule 16b-3 under the Exchange Act.

         6. Administration of and Grants of Options under the Plan.

                  (a) Administration. Except as otherwise required herein, the
         Plan shall be administered by the Board or a Committee.




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                  (b) Powers of the Board or Committee. Subject to the
         provisions and restrictions of the Plan, the Board or Committee shall
         have the authority, in its discretion: (i) to determine, upon review of
         relevant information and in accordance with Section 9(a) hereof, the
         fair market value of the Common Stock; (ii) to interpret the Plan;
         (iii) to prescribe, amend and rescind rules and regulations relating to
         the Plan; (iv) to authorize any person to execute on behalf of the
         Company any instrument required to effectuate the grant of an Option
         hereunder; and (v) to make all other determinations deemed necessary or
         advisable for the administration of the Plan. On a case by case basis,
         the Board or Committee may, in their sole discretion, accelerate the
         Schedule of the time or times when an Option granted under the Plan may
         be exercised.

                  (c) Effect of Board or Committee Decision. All decisions,
         determinations and interpretations of the Board or Committee shall be
         final and binding on all Optionees and any other holders of any Options
         granted under the Plan.

                  (d) Suspension or Termination of Option. If the Board or
         Committee reasonably believes that an Optionee has committed an act of
         misconduct, it may suspend the Optionee's right to exercise any Option
         pending a determination by the Board or Committee (excluding the
         Outside Director accused of such misconduct). If the Board or Committee
         (excluding the Outside Director accused of such misconduct) determines
         that an Optionee has committed an act of embezzlement, fraud,
         dishonesty, nonpayment of an obligation owed to the Company, breach of
         fiduciary duty or deliberate disregard of the Company's rules resulting
         in loss, damage or injury to the Company, or if an Optionee makes an
         unauthorized disclosure of any Company trade secret or confidential
         information, engages in any conduct constituting unfair competition
         with respect to the Company, or induces any party to breach a contract
         with the Company, neither the Optionee nor the Optionee's estate shall
         be entitled to exercise any Option whatsoever. In making such
         determination, the Board or Committee (excluding the Outside Director
         accused of such misconduct) shall act fairly and shall give the
         Optionee an opportunity to appear and present evidence on the
         Optionee's behalf at a hearing before the Board or Committee.

                  (e) Date of Grant of Options. The date of grant of an Option
         shall, for all purposes, be the date determined in accordance with
         Section 4 hereof, notwithstanding the fact that an Optionee may not
         have entered into an option agreement with the Company on such date.
         Notice of the grant of an Option shall be given to the Optionee within
         a reasonable time after the date of such grant.


         7. Eligibility. Options may be granted only to Outside Directors. All
options shall be automatically granted in accordance with the terms set forth in
Section 4 hereof. The Plan shall not confer upon any Optionee any right with
respect to continuation of service as a Director or nomination to serve as a
Director, nor shall it interfere in any way with any rights which a Director or
the Company may have to terminate such Director's directorship at any time.




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         8. Term of Plan. The effective date of this Plan is January 29, 1996,
the date upon which it was adopted by the Board. The Plan shall continue in
effect for a term of ten (10) years unless terminated sooner under Section 13
hereof.

         9. Fair Market Value and Form of Consideration.

                  (a) Fair Market Value. The fair market value per share shall
         be determined as follows:

                           (i) if the Common Stock is listed on a national
                  securities exchange or admitted to unlisted trading privileges
                  on such exchange, the fair market value on any given day shall
                  be the closing sale price for the Common Stock on such day, as
                  reported in the Wall Street Journal or other newspaper of
                  general circulation;

                           (ii) if the Common Stock is not listed on a national
                  securities exchange, the fair market value on any given day
                  shall be the closing sale price for the Common Stock on the
                  NASDAQ National Market System on such day, as reported in the
                  Wall Street Journal or other newspaper of general circulation;

                           (iii) if the Common Stock is not listed on a national
                  securities exchange, is not admitted to unlisted trading
                  privileges on any such exchange, and is not eligible for
                  inclusion on the NASDAQ National Market System, the fair
                  market value on any given day shall be the average of the
                  closing representative bid and asked prices on such day, as
                  reported on the NASDAQ System, and if not reported on such
                  system, then as reported by the National Quotation Bureau,
                  Inc. or such other publicly available compilation of the bid
                  and asked prices of the Common Stock in any over- the-counter
                  market on which the Common Stock is traded; or

                           (iv) if there exists no public trading market for the
                  Common Stock, the fair market value on any given day shall be
                  an amount determined by the Board or Committee in such manner
                  as it may reasonably determine in its discretion, provided
                  that such amount shall not be less than the book value per
                  share as reasonably determined by the Board or Committee as of
                  the date of determination nor less than the par value of the
                  Stock.

                  (b) Form of Consideration. The consideration to be paid for
         the Shares to be issued upon exercise of an Option shall consist
         entirely of cash or such other form of consideration as the Board or
         Committee may determine, in its sole discretion, to be appropriate for
         payment, including but not limited to other shares of Common Stock
         having a fair market value on the date of surrender equal to the
         aggregate exercise price of the Shares as to which the Option is
         exercised, or any combination of such methods of payment.




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         10. Exercise of Option.

                  (a) Procedure for Exercise; Rights as a Shareholder. Any
         Option granted hereunder shall be exercisable at such times as are set
         forth in Section 5 hereof. An Option may not be exercised for a
         fraction of a Share.

                  An Option shall be deemed to be exercised when written notice
         of such exercise has been given to the Company in accordance with the
         terms of the Option by the person entitled to exercise the Option and
         full payment for the Shares with respect to which the Option is
         exercised has been received by the Company. Full payment may consist of
         any consideration and method of payment allowable under Section 9(b)
         hereof. Until the issuance (as evidenced by the appropriate entry on
         the books of the Company or of a duly authorized transfer agent of the
         Company) of the stock certificate evidencing such Shares, no right to
         vote or receive dividends or any other rights as a shareholder shall
         exist with respect to the Optioned Stock, notwithstanding the exercise
         of the Option. A share certificate for the number of Shares so acquired
         shall be issued to the Optionee as soon as practicable after exercise
         of the Option. No adjustment will be made for a dividend or other right
         for which the record date is prior to the date the stock certificate is
         issued, except as provided in Section 12 hereof.

                  Exercise of an Option in any manner shall result in a decrease
         in the number of Shares which thereafter may be available, both for
         purposes of the Plan and for sale under the Option, by the number of
         Shares as to which the Option was exercised.

                  (b) Termination of Status as a Director. If an Optionee ceases
         to serve as a Director, the Optionee may, but only within twelve (12)
         months after the date the Optionee ceases to be an Outside Director of
         the Company, exercise his or her Option to the extent the Optionee was
         entitled to exercise it at the date of such termination. To the extent
         that the Optionee was not entitled to exercise an Option at the date of
         such termination, or if the Optionee does not exercise such Option
         within the time specified herein, the Option shall terminate.

                  (c) Death of Optionee. In the event of the death of an
         Optionee occurring:

                           (i) during the term of the Option, and provided that
                  the Optionee was at the time of death a Director of the
                  Company and had been in Continuous Service as a Director since
                  the date of grant of the Option, the Option may be exercised,
                  at any time within twelve (12) months following the date of
                  death, by the Optionee's estate or by a person who acquired
                  the right to exercise the Option by bequest or inheritance,
                  but only to the extent of the right to exercise that would
                  have accrued had the Optionee continued living and remained in
                  Continuous Service a Director for twelve (12) months after the
                  date of death; or

                           (ii) within thirty (30) days after the termination of
                  Continuous Service as a Director, the Option may be exercised,
                  at any time within six (6) months following



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                  the date of death, by the Optionee's estate or by a person who
                  acquired the right to exercise the Option by bequest or
                  inheritance, but only to the extent of the right to exercise
                  that had accrued at the date of termination of Continuous
                  Service as a Director.

         11. Non-Transferability of Options. The Option may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee.

         12. Adjustments Upon Changes in Capitalization or Merger. The number of
Shares of Common Stock covered by each outstanding Option, and the number of
Shares of Common Stock which have been authorized for issuance under the Plan
but as to which Options have not yet been granted or which have been returned to
the Plan upon cancellation or expiration of an Option, as well as the price per
Share of Common Stock covered by each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
and outstanding Shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of issued shares of
Common Stock effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, or options or rights to purchase
shares of stock of any class shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common Stock
subject to an Option.

                  In the event of the proposed dissolution or liquidation of the
Company, each Option will terminate immediately prior to the consummation of
such proposed action, unless otherwise provided by the Board. The Board may, in
the exercise of its sole discretion in such instances, declare that any Option
shall terminate as of a date fixed by the Board and give each Optionee the right
to exercise his or her Option as to all or any part of the Optioned Stock,
including Shares as to which the Option would not otherwise be exercisable. In
the event of a proposed sale of all or substantially all of the assets of the
Company, or the merger of the Company with or into another corporation, the
Option shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless the Board determines, in the exercise of its sole discretion and in lieu
of such assumption or substitution, that the Optionee shall have the right to
exercise the Option as to all of the Optioned Stock, including Shares as to
which the Option would not otherwise be exercisable. If the Board makes an
Option fully exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets, the Board shall notify the Optionee that the Option
shall be fully exercisable for a period of ten (10) days from the date of such
notice, and the Option will terminate upon the expiration of such period.




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         13. Amendment, Termination and Approval of the Plan. The Board may at
any time amend or terminate the Plan, except that the Board shall not amend the
Plan more than once every six (6) months with respect to the provisions of the
Plan relating to the amount, price, and timing of grants, other than to comply
with changes in the Internal Revenue Code of 1986, the Employee Retirement
Income Security Act of 1974, as amended, or the regulations thereunder. No
Option may be granted after the Plan is terminated. The foregoing provisions of
this Section notwithstanding, no amendment or termination shall, without the
consent of the holder of an Option, alter or impair any rights or obligations
under any Option theretofore granted under the Plan except as is permitted
pursuant to Section 12 of the Plan.

                  If any amendment to the Plan requires approval by the
shareholders of the Company for continued applicability of Rule 16b-3 under the
Exchange Act, or for initial or continued listing of the Common Stock or other
securities of the Company upon any stock exchange, then such amendment shall be
approved by the holders of a majority of the Company's outstanding capital stock
entitled to vote.

         14. Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, state securities laws, and the requirements of the NASD or any stock
exchange upon which the Shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such compliance.

                  As a condition to the exercise of an Option, the Company may
require the person exercising such Option to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares, if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law. Such Shares may also be issued
with appropriate legends on stock certificates representing such Shares, and the
Company may place stop transfer orders with respect to such Shares.

                  Inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been
obtained.

         15. Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

         16. Option Agreement. Options shall be evidenced by written option
agreements as the Board or Committee shall approve.




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         17. Information to Optionees. The Company shall provide to each
Optionee, during the period for which such Optionee has one or more Options
outstanding, copies of all annual reports and other information which are
provided to all shareholders of the Company.


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