EXHIBIT 10.6


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
EITHER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED
FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
SUCH LAWS COVERING SUCH SECURITIES, OR THE COMPANY RECEIVES AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT,
OFFER, PLEDGE OR OTHER DISTRIBUTION FOR VALUE IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

                                     WARRANT
                                     -------

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

         THIS CERTIFIES THAT, for good and valuable consideration, _________ or
its registered assigns (the "Holder"), is entitled to subscribe for and purchase
from United Shipping & Technology, Inc., a Utah corporation (the "Company"), at
any time after January 3, 2000, to and including 5:00 p.m. Minneapolis,
Minnesota time on January 3, 2004, as may be adjusted pursuant to Section 3(b)
hereof, (the "Expiration Date"), ___________ fully paid and nonassessable shares
of the Common Stock of the Company at the price of $12.50 per share (the
"Warrant Exercise Price"), subject to the antidilution provisions of this
Warrant. The shares which may be acquired upon exercise of this Warrant are
referred to herein as the "Warrant Shares." As used herein, the term "Common
Stock" means and includes the Company's presently authorized common stock $.004
par value, and shall also include any capital stock of any class of the Company
hereafter authorized which shall not be limited to a fixed sum or percentage in
respect of the rights of the holders thereof to participate in dividends or in
the distribution of assets upon the voluntary or involuntary liquidation,
dissolution, or winding up of the Company.

         This Warrant is subject to the following provisions, terms and
conditions:

         1. Exercise: Transferability.

         (a) Subject to the provisions of Section 3 hereof, the rights
represented by this Warrant may be exercised by the Holder hereof, in whole or
in part (but not as to a fractional share of Common Stock), by written notice of
exercise (in the form attached hereto) delivered to the Company at the principal
office of the Company prior to the Expiration Date and accompanied or preceded
by the surrender of this Warrant along with payment of the Warrant Exercise
Price as described below for such Warrant Shares.



<PAGE>



         (b) Payment of the Warrant Exercise Price may be made as follows (or by
any combination of the following): (i) in United States currency by cash or
delivery of a check payable to the order of the Company or by wire transfer to
the account of the Company, or (ii) by cancellation of such number of the
Warrant Shares otherwise issuable to the Holder upon such exercise as shall be
specified in the written notice of exercise, such that the excess of the Current
Market Price (as defined below) of such specified number of Warrant Shares on
the date of exercise over the portion of the Warrant Exercise Price attributable
to such Warrant Shares shall equal the Warrant Exercise Price attributable to
the Warrant Shares to be issued upon such exercise, in which case upon delivery
of such written notice of exercise such amount shall be deemed to have been paid
to the Company and the number of Warrant Shares issuable upon such exercise
shall be reduced by such specified number. "Current Market Price" shall mean, on
any date specified herein, the average 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, during the ten (10) consecutive
trading days commencing fifteen (15) trading days before such date.

         2. Exchange and Replacement. Subject to Sections 1 and 7 hereof, this
Warrant is exchangeable upon the surrender hereof by the Holder to the Company
at its office for new Warrants of like tenor and date representing in the
aggregate the right to purchase the number of Warrant Shares purchasable
hereunder, each of such new Warrants to represent the right to purchase such
number of Warrant Shares (not to exceed the aggregate total number purchasable
hereunder) as shall be designated by the Holder at the time of such surrender.
Upon receipt by the Company of evidence reasonably satisfactory to it of the
loss, theft, destruction, or mutilation of this Warrant, and, in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
will make and deliver a new Warrant of like tenor, in lieu of this Warrant. This
Warrant shall be promptly canceled by the Company upon the surrender hereof in
connection with any exchange or replacement. The Company shall pay all expenses,
taxes (other than stock transfer taxes), and other charges payable in connection
with the preparation, execution, and delivery of Warrants pursuant to this
Section 2.

         3. Issuance of the Warrant Shares.

         (a) The Company agrees that the Warrant Shares purchased hereby shall
be and are deemed to be issued to the Holder as of the close of business on the
date on which this Warrant shall have been surrendered and the payment made for
such Warrant Shares as aforesaid. Subject to the provisions of the next section,
certificates for the Warrant Shares so purchased shall be delivered to the
Holder within a reasonable time, not exceeding fifteen (15) business days after
the rights represented by this Warrant shall have been so exercised, and, unless
this Warrant has expired, a new Warrant representing the right to purchase the
number of Warrant Shares, if any, with respect to which this Warrant shall not
then have been exercised shall also be delivered to the Holder within such time.



                                       2
<PAGE>

         (b) Notwithstanding the foregoing, however, the Company shall not be
required to deliver any certificate for Warrant Shares upon exercise of this
Warrant except in accordance with exemptions from the applicable securities
registration requirements or registrations under applicable securities laws.
Such Holder shall also provide the Company with written representations from the
Holder and the proposed transferee satisfactory to the Company regarding the
transfer or, at the election of the Company, an opinion of counsel reasonably
satisfactory to the Company to the effect that the proposed transfer of this
Warrant or disposition of Warrant Shares may be effected without registration or
qualification (under any Federal or State law) of this Warrant or the Warrant
Shares. Upon receipt of such written notice and either such representations or
opinion by the Company, such Holder shall be entitled to transfer this Warrant,
or to exercise this Warrant in accordance with its terms and dispose of the
Warrant Shares, all in accordance with the terms of the notice delivered by such
Holder to the Company, provided that an appropriate legend, if any, respecting
the aforesaid restrictions on transfer and disposition may be endorsed on this
Warrant or the certificates for the Warrant Shares. Nothing herein, however,
shall obligate the Company to effect registration under federal or state
securities laws, except as provided in Section 14 of the Subscription Agreement
(as defined below). If a registration is not in effect and if an exemption is
not available when the Holder seeks to exercise the Warrant, the Expiration Date
will be extended, if need be, to prevent the Warrant from expiring, until such
time as either registration becomes effective or an exemption is available, and
the Warrant shall then remain exercisable for a period of at least thirty (30)
calendar days from the date the Company delivers to the Holder written notice of
the availability of such registration or exemption. The Holder agrees to execute
such documents and make such representations, warranties, and agreements as may
be required solely to comply with the exemption relied upon by the Company, or
the registration made, for the issuance of the Warrant Shares.

         4. Covenants of the Company. The Company covenants and agrees that all
Warrant Shares will, upon issuance, be duly authorized and issued, fully paid,
nonassessable, and free from all taxes, liens, and charges with respect to the
issue thereof except for all taxes, liens and charges imposed by the Holder. The
Company further covenants and agrees that during the period within which the
rights represented by this Warrant may be exercised, the Company will at all
times have authorized and reserved for the purpose of issue or transfer upon
exercise of the rights evidenced by this Warrant a sufficient number of shares
of Common Stock to provide for the exercise of the rights represented by this
Warrant.

         5. Antidilution Adjustments. The provisions of this Warrant are subject
to adjustment as provided in this Section 5.

         (a) The Warrant Exercise Price shall be adjusted from time to time such
that in case the Company shall hereafter:

         (i) pay any dividends on any class of stock of the Company payable in
         Common Stock or securities convertible into Common Stock;



                                       3
<PAGE>



         (ii) subdivide its then outstanding shares of Common Stock into a
         greater number of shares; or

         (iii) combine outstanding shares of Common Stock, by reclassification
         or otherwise;

then, in any such event, the Warrant Exercise Price in effect immediately prior
to such event shall (until adjusted again pursuant hereto) be adjusted
immediately after such event to a price (calculated to the nearest full cent)
determined by dividing (a) the number of shares of Common Stock outstanding
immediately prior to such event, multiplied by the then existing Warrant
Exercise Price, by (b) the total number of shares of Common Stock outstanding
immediately after such event (excluding any shares of Common Stock issuable in
respect of any securities convertible into Common Stock), and the resulting
quotient shall be the adjusted Warrant Exercise Price per share. An adjustment
made pursuant to this Subsection shall become effective immediately after the
record date in the case of a dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination
or reclassification. If, as a result of an adjustment made pursuant to this
Subsection, the Holder of any Warrant thereafter surrendered for exercise shall
become entitled to receive shares of two or more classes of capital stock or
shares of Common Stock and other capital stock of the Company, the Board of
Directors (whose determination shall be conclusive) shall determine reasonably
and in good faith the allocation of the adjusted Warrant Exercise Price between
or among shares of such classes of capital stock or shares of Common Stock and
other capital stock. All calculations under this Subsection shall be made to the
nearest cent or to the nearest 1/100 of a share, as the case may be. In the
event that at any time as a result of an adjustment made pursuant to this
Subsection, the Holder of any Warrant thereafter surrendered for exercise shall
become entitled to receive any shares of the Company other than shares of Common
Stock, thereafter the Warrant Exercise Price of such other shares so receivable
upon exercise of any Warrant shall be subject to adjustment from time to time in
a manner and on terms as nearly equivalent as practicable to the provisions with
respect to Common Stock contained in this Section 5.

         (b) Upon each adjustment of the Warrant Exercise Price pursuant to
Section 5(a) above, the Holder of each Warrant shall thereafter (until another
such adjustment) be entitled to purchase at the adjusted Warrant Exercise Price
the number of shares, calculated to the nearest full share, obtained by
multiplying the number of shares specified in such Warrant (as adjusted as a
result of all adjustments in the Warrant Exercise Price in effect prior to such
adjustment) by the Warrant Exercise Price in effect prior to such adjustment and
dividing the product so obtained by the adjusted Warrant Exercise Price.

         (c) In case of any consolidation or merger to which the Company is a
party other than a merger or consolidation in which the Company is the
continuing or surviving corporation, or in case of any sale, transfer or
conveyance to another entity of the property of the Company as an entirety or
substantially as an entirety, or in the case the Company shall permit any other
entity to consolidate with or merge into the Company and the Company shall be
the continuing or surviving entity but, in connection with such consolidation or
merger, the Common Stock or other capital stock



                                       4
<PAGE>

which the Holder at any time shall be entitled to receive, or shall have
received upon the exercise of the Warrant, shall be changed into or exchanged
for stock or other securities of any other entity or cash or any other property,
or in the case that the Company shall effect a capital reorganization or
reclassification of the Common Stock or other capital stock which the Holder at
any time shall be entitled to receive, or shall have received, upon the exercise
of the Warrant (other than a capital reorganization or reclassification
described in Section 5(a)(iii)), there shall be no adjustment under Section 5(a)
hereof, but the Holder of each Warrant then outstanding shall have the right
thereafter to convert such Warrant into the kind and amount of shares of stock
and other securities and property which such Holder would have owned or have
been entitled to receive immediately after such consolidation, merger, statutory
exchange, sale, or conveyance had such Warrant been exercised immediately prior
to the effective date of such consolidation, merger, statutory exchange, sale,
or conveyance and in any such case, if necessary, appropriate adjustment shall
be made in the application of the provisions set forth in this Section with
respect to the rights and interests thereafter of any Holders of the Warrant, to
the end that the provisions set forth in this Section shall thereafter
correspondingly be made applicable, as nearly as may reasonably be, in relation
to any shares of stock and other securities and property thereafter deliverable
on the exercise of the Warrant. The provisions of this Subsection shall
similarly apply to successive consolidations, mergers, statutory exchanges,
sales or conveyances.

         (d) Upon any adjustment of the Warrant Exercise Price, then and in each
such case, the Company shall within ten (10) days after the date when the
circumstances giving rise to the adjustment occurred give written notice
thereof, by first-class mail, postage prepaid, addressed to the Holder as shown
on the books of the Company, which notice shall state the Warrant Exercise Price
resulting from such adjustment and the increase or decrease, if any, in the
number of shares of Common Stock purchasable at such price upon the exercise of
this Warrant, setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based.

         6. No Voting Rights. This Warrant shall not entitle the Holder to any
voting rights or other rights as a shareholder of the Company.

         7. Notice of Transfer of Warrant or Resale of the Warrant Shares.

         (a) Subject to the sale, assignment, hypothecation, or other transfer
restrictions set forth in Section 1 hereof, the Holder, by acceptance hereof,
agrees to give written notice to the Company before transferring this Warrant or
transferring any Warrant Shares of such Holder's intention to do so, describing
briefly the manner of any proposed transfer. Promptly upon receiving such
written notice, the Company shall present copies thereof to the Company's
counsel and to counsel to the original purchaser of this Warrant. If in the
opinion of each such counsel the proposed transfer may be effected without
registration or qualification (under any federal or state securities laws), the
Company, as promptly as practicable, shall notify the Holder of such opinion,
whereupon the Holder shall be entitled to transfer this Warrant or to dispose of
Warrant Shares received upon the previous exercise of this Warrant, all in
accordance with the terms of the notice delivered by the Holder to the Company;
provided that an appropriate legend may be endorsed on this Warrant or the
certificates



                                       5
<PAGE>

for such Warrant Shares respecting restrictions upon transfer thereof necessary
or advisable in the opinion of counsel to the Company and satisfactory to the
Company to prevent further transfers which would be in violation of Section 5 of
the Securities Act of 1933, as amended (the "1933 Act") and applicable state
securities laws; and provided further that the Holder and prospective transferee
or purchaser shall execute such documents and make such representations,
warranties, and agreements as may be required solely to comply with the
exemptions relied upon by the Company for the transfer or disposition of the
Warrant or Warrant Shares.

         (b) If in the opinion of either of the counsel referred to in this
Section 7, the proposed transfer or disposition of this Warrant or such Warrant
Shares described in the written notice given pursuant to this Section 7 may not
be effected without registration or qualification of this Warrant or such
Warrant Shares the Company shall promptly give written notice thereof to the
Holder, and the Holder will limit its activities in respect to such as, in the
opinion of both such counsel, are permitted by law.

         8. Fractional Shares.

         (a) Fractional shares shall not be issued upon the exercise of this
Warrant, but in any case where the Holder would, except for the provisions of
this Section, be entitled under the terms hereof to receive a fractional share,
the Company shall, upon the exercise of this Warrant for the largest number of
whole shares then called for, pay a sum in cash equal to the sum of (a) the
excess, if any, of the Current Market Price (as defined in Section 1(b) hereof)
of such fractional share over the proportional part of the Warrant Exercise
Price represented by such fractional share, plus (b) the proportional part of
the Warrant Exercise Price represented by such fractional share.

         9. Registration Rights. Subject to the registration rights set forth in
the Subscription Agreement and Letter of Investment Intent, dated as of December
30, 1999, (the "Subscription Agreement") from the Company to the Holder:

         (a) If at any time prior to the expiration of seven (7) years from the
date hereof, the Company proposes to register under the 1933 Act (except by a
Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or
qualify for a public distribution under Section 3(b) of the 1933 Act, any of its
equity securities or debt with equity features, it will give written notice to
all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or
Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on
the written request of any such Holder given within twenty (20) days after
receipt of any such notice (which request shall specify the Warrant Shares
intended to be sold or disposed of by such Holder and describe the nature of any
proposed sale or other disposition thereof), the Company will use its best
efforts to cause all such Warrant Shares, the Holders of which shall have
requested the registration or qualification thereof, to be included in such
registration statement proposed to be filed by the Company; provided, however,
that nothing herein shall prevent the Company from, at any time, abandoning or
delaying any registration.



                                       6
<PAGE>


         (b) Further, at any time prior to the expiration of this Warrant, and
provided that a registration statement on Form S-3 (or equivalent) is then
available to the Company, and on a one-time basis only, upon request by the
Holder or Holders of a majority in interest of this Warrant, of any Warrants
issued pursuant to Section 2 and/or Section 3(a) hereof, and of any Warrant
Shares, the Company will promptly take all necessary steps to register or
qualify, under the 1933 Act and the securities laws of such states as the
Holders may reasonably request, such number of Warrant Shares issued and to be
issued upon exercise of the Warrants requested by such Holders in their request
to the Company, provided, however, that this demand right shall not apply to any
Warrant Shares which any Holder is able to sell pursuant to Rule 144 promulgated
under the 1933 Act during a three-month period prior to the effective date of
any such registration statement. In addition, if any registration pursuant to
this Section 9(b) is underwritten in whole or in part, the Company may require
that the Warrant Shares requested for inclusion pursuant to this Section 9(b) be
included in the underwriting on the same terms and conditions as the securities
otherwise being sold through the underwriters. If a greater number of Warrant
Shares is offered for participation in the proposed offering than in the
reasonable opinion of the managing underwriter of the proposed offering can be
accommodated without adversely affecting the proposed offering, then the amount
of Warrant Shares proposed to be offered by such Holders for registration, as
well as the number of securities of any other selling shareholders participating
in the registration, shall be proportionately reduced to a number deemed
satisfactory by the managing underwriter. Furthermore, upon the receipt of such
request, the Company shall promptly give written notice to all other record
Holders of the Warrant Shares not theretofore registered under the 1933 Act and
sold that such registration is to be effected. The Company shall include in such
registration statement such Warrant Shares for which it has received written
requests to register by such other record Holders within thirty (30) days after
the delivery of the Company's written notice to such other record Holders. The
Company shall be obligated to prepare, file and cause to become effective only
one registration statement pursuant to this Section 9(b) and to pay all costs
and expenses associated with such registration statement as provided in Section
9(c). The Company shall keep effective and maintain any registration,
qualification, notification, or approval specified in this Paragraph (b) for a
period of one hundred twenty (120) days.

         (c) With respect to each inclusion of securities in a registration
statement pursuant to this Section 9, the Company shall bear the following fees,
costs, and expenses: all registration, filing and NASD fees, printing expenses,
fees and disbursements of counsel and accountants for the Company, fees and
disbursements of counsel for the underwriter or underwriters of such securities
(if the offering is underwritten and the Company is required to bear such fees
and disbursements), all internal expenses, the premiums and other costs of
policies of insurance against liability arising out of the public offering, and
legal fees and disbursements and other expenses of complying with state
securities laws of any jurisdictions in which the securities to be offered are
to be registered or qualified. Fees and disbursements of special counsel and
accountants for the selling Holders, underwriting discounts and commissions, and
transfer taxes for selling Holders and any other expenses relating to the sale
of securities by the selling Holders not expressly included above shall be borne
by the selling Holders.



                                       7
<PAGE>


         10. Mandatory Redemption.

         (a) At any time after January 3, 2002, in the event the Current Market
Price (as defined in this Section 10 (b)), is at least $25.00 per share for
twenty (20) consecutive trading days, the Board of Directors of the Company
shall have the right upon thirty (30) days' notice to the Holder to purchase
this Warrant for a purchase price equal to (i) the number of Warrant Shares, as
adjusted herein, as to which this Warrant has not been exercised at the
expiration of said thirty (30)-day period (the "Unexercised Warrant Shares"),
multiplied by (ii) $0.01 per Unexercised Warrant Share. Nothing herein shall be
construed to prevent the Holder from exercising this Warrant as to the
Unexercised Warrant Shares prior to the expiration of said thirty (30)-period.
Upon expiration of such thirty (30)-day period, all unexercised purchase rights
under this Warrant shall be void. The above-referenced purchase price shall be
payable in full by the Company on or before fifteen (15) days after the
expiration of the above referenced thirty (30)-day notice.

         (b) For the purposes of this Section 10 only, the Current Market Price
for the Company's Common Stock shall be the closing sale price per share of
Common Stock (as adjusted for any stock dividend, split, combination or
reclassification). The closing sale price for each day shall be the last
reported sale price, on the principal national securities exchange on which the
Common Stock is listed or admitted to trading, or if not listed or admitted to
trading on any national securities exchange, the closing sale price for such day
reported by the Nasdaq National Market System or Nasdaq SmallCap Market, as the
case may be, if the Common Stock is traded over-the-counter and quoted in the
Nasdaq National Marker System or Nasdaq SmallCap Market, as the case may be, or
if the Common Stock is so traded, but not so quoted, the average of the closing
reported bid and asked prices of the Common Stock as reported by Nasdaq or any
comparable system or, if the Common Stock is not listed on Nasdaq or any
comparable system, the average of the closing bid and ask prices as furnished by
two members of the National Association of Securities Dealers, Inc. selected
from time to time by the Company for that purpose. If the Common Stock is not
traded in such matter that the quotations referred to above are available for
the period required hereunder, Current Market Price per share of Common Stock
shall be deemed the fair value as determined reasonably and in good faith by the
Board of Directors, irrespective of any accounting treatment.

         11. Miscellaneous. The Company will not, by amendment of its Articles
of Incorporation or through reorganization, consolidation, merger, dissolution
or sale of assets, or by any other voluntary act or deed, avoid or seek to avoid
the observance or performance of any of the covenants, stipulations or
conditions to be observed or performed hereunder by the Company, but will, at
all times in good faith, assist, insofar as it is able, in the carrying out of
all provisions hereof and in the taking of all other action which may be
necessary in order to protect the rights of the Holder hereof against dilution.

         The Company agrees to provide Holder with detailed quarterly and annual
financial statements as soon as available, in a form reasonably satisfactory to
Holder, as well as any other documents as Holder or its counsel may reasonably
request in a form satisfactory to Holder, so long as this Warrant or any Warrant
Shares are outstanding and unregistered.


                                       8
<PAGE>

         Upon written request of the Holder of this Warrant, the Company will
promptly provide such holder with a then current written list of the names and
addresses of all Holders of warrants originally issued under the terms of, and
concurrent with, this Warrant.

         The representations, warranties and agreements herein contained shall
survive the exercise of this Warrant. References to the "holder of" include the
immediate holder of shares purchased on the exercise of this Warrant, and the
word "holder" shall include the plural thereof. This Common Stock Purchase
Warrant shall be interpreted under the laws of the State of Minnesota.

         All shares of Common Stock or other securities issued upon the exercise
of the Warrant shall be validly issued, fully paid and non-assessable, and the
Company will pay all taxes due and payable by the issuer in respect of the
issuance thereof.

         Notwithstanding anything contained herein to the contrary, the holder
of this Warrant shall not be deemed a Shareholder of the Company for any purpose
whatsoever until and unless this Warrant is duly exercised.

         Neither this Warrant nor any term hereof may be changed, waived,
discharged or terminated orally but only by an instrument in writing signed by
the part against which enforcement of the change, waiver, discharge or
termination is sought.

         IN WITNESS WHEREOF, United Shipping & Technology, Inc. has caused this
Warrant to be signed by its duly authorized officer and this Warrant to be dated
January 3, 2000.


                                  UNITED SHIPPING & TECHNOLOGY, INC.

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


                                       9
<PAGE>



TO:      UNITED SHIPPING & TECHNOLOGY, INC.


NOTICE OF EXERCISE OF WARRANT  --    To Be Executed by the Registered Holder in
-----------------------------        Order to Exercise the Warrant


The undersigned hereby irrevocably elects to exercise the attached Warrant to
purchase for cash, in accordance with the payment provisions set forth in
Section 1 of the Warrant, __________________ of the shares issuable upon the
exercise of such Warrant, and requests that certificates for such shares
(together with a new Warrant to purchase the number of shares, if any, with
respect to which this Warrant is not exercised) shall be issued in the name of




                                      ------------------------------------------
                                      (Print Name)



Please insert social security
or other identifying number
of registered Holder of
certificate (_____________)           Address:


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

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



Date:
       ------------                   ------------------------------------------
                                      Signature*



*The signature on the Notice of Exercise of Warrant must correspond to the name
as written upon the face of the Warrant in every particular without alteration
or enlargement or any change whatsoever. When signing on behalf of a
corporation, partnership, trust or other entity, PLEASE indicate your
position(s) and title(s) with such entity.


<PAGE>


                             CASHLESS EXERCISE FORM

                    (To be executed upon exercise of Warrant
                             pursuant to Section 1)

TO:      UNITED SHIPPING & TECHNOLOGY, INC.

         The undersigned hereby irrevocably elects a cashless exercise of the
right of purchase represented by the within Warrant Certificate for, and to
purchase thereunder, _______________ shares of Common Stock, as provided for in
Section 1 therein.

         Please issue a certificate or certificates for such Common Stock in the
name of, and pay any cash for any fractional share to:



Name__________________________
         (Please print name)

                                         Address________________________________




Social Security No.___________

                                         Signature______________________________


         NOTE: The above signature should correspond exactly with the name on
the first page of this Warrant Certificate or with the name of the assignee
appearing in the assignment form below.

         And if said number of shares shall not be all the shares purchasable
under the within Warrant Certificate, a new Warrant Certificate is to be issued
in the name of said undersigned for the balance remaining of the shares
purchasable thereunder.





<PAGE>


                                 ASSIGNMENT FORM


To be signed only upon authorized transfer of Warrants.



         FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and

transfers unto _______________________________ the right to purchase the

securities of United Shipping & Technology, Inc. to which the within Warrant

relates and appoints ______________________, attorney, to transfer said right on

the books of United Shipping & Technology, Inc. with full power of substitution

in the premises.

Dated:
      -----------                  ------------------------------
                                   (Signature)


                                    Address:

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

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