EXHIBIT 10.9


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

                             1995 STOCK OPTION PLAN


1.       PURPOSE

         The purpose of this 1995 Stock Option Plan, as amended on May 3, 1999,
(the "Plan") is to promote the interests of United Shipping & Technology, Inc.
(formerly known as U-Ship, Inc.), a Utah corporation (the "Company"), by
providing employees of the Company and certain independent contractors with an
opportunity to acquire a proprietary interest in the Company, and thereby
develop a stronger incentive to contribute to the Company's continued success
and growth. In addition, the opportunity to acquire a proprietary interest in
the Company by the offering and availability of stock options will assist the
Company in attracting and retaining key personnel and consultants of outstanding
ability.

2.       DEFINITIONS

         Wherever used in the Plan, the following terms have the meanings set
forth below:

         2.1 "Board" means the Board of Directors of the Company.

         2.2 "Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations promulgated thereunder.

         2.3 "Committee" means the Committee which may be designated from time
to time by the Board to administer the Plan pursuant to Section 3.5.

         2.4 "Company" means United Shipping & Technology, Inc. and any
Subsidiary of the Company.

         2.5 "Incentive Stock Option" or "ISO" means the stock option which is
intended to qualify as an incentive stock option as defined in Section 422 of
the Code.

         2.6 "Non-Statutory Stock Option" or "NSO" means a stock option that is
not intended to, or does not, qualify as an incentive stock option as defined in
Section 422 of the Code.

         2.7 "Option" means, where required by the context of the Plan, an ISO
and/or NSO granted pursuant to the Plan.

         2.8 "Optionee" means a Participant in the Plan who has been granted one
or more Options under the Plan.


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         2.9 "Participant" means an individual described in Section 5 of this
Plan who may be granted Options under the Plan.

         2.10 "Stock" means the Common Stock, $.004 par value, of the Company.

         2.11 "Subsidiary" means any corporation, other than the Company, in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns 50% or
more of the voting stock in one of the other corporations in such chain.

3.       ADMINISTRATION

         3.1 The Plan shall be administered by the Board, which shall have full
power, subject to the provisions of the Plan, to grant Options, construe and
interpret the Plan, establish rules and regulations with respect to the Plan and
Options granted hereunder, and perform all other acts, including the delegation
of administrative responsibilities, that it believes reasonable and necessary.

         3.2 The Board shall have the sole discretion, subject to the provisions
of the Plan, to determine the Participants eligible to receive Options pursuant
to the Plan and the amount, type, and terms of any Options and the terms and
conditions of option agreements relating to any Option. On a case by case basis,
the Board may, in its sole discretion, accelerate the schedule of the time or
times when an Option granted under the Plan may be exercised.

         3.3 The Board may correct any defect, supply any omission, or reconcile
any inconsistency in the Plan or in any Option granted hereunder in the manner
and to the extent it shall deem necessary to carry out the terms of the Plan.

         3.4 Any decision made, or action taken, by the Board arising out of or
in connection with the interpretation and administration of the Plan shall be
final, conclusive and binding upon all Optionees.

         3.5 The Board may designate a Committee from time to time to administer
the Plan. If designated, the Committee shall be composed of not less than two
persons (who need not be members of the Board) who are appointed from time to
time by the Board. If the Board has appointed a Committee pursuant to this
Section 3.5 of the Plan, then the Committee may administer the Plan and exercise
all of the rights and powers granted to the Board in this Plan, including,
without limitation, the right to grant Options pursuant to the Plan and to
establish the Option price as provided in the Plan.



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4.       SHARES SUBJECT TO THE PLAN

         4.1 NUMBER. The total number of shares of Stock reserved for issuance
upon exercise of Options under the Plan is 1,950,000. Such shares shall consist
of authorized but unissued Stock. If any Option granted under the Plan lapses or
terminates for any reason before being completely exercised, the shares covered
by the unexercised portion of such Option may again be made subject to Options
under the Plan.

         4.2 CHANGES IN CAPITALIZATION. In the event of any change in the
outstanding shares of Stock of the Company by reason of any stock dividend,
split, recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, or rights offering to purchase stock at a price
substantially below fair market value, or other similar corporate change, the
aggregate number of shares which may be subject to Options under the Plan and
the terms of any outstanding Option, including the number and kind of shares
subject to such Options and the purchase price per share thereof, shall be
appropriately adjusted by the Board, consistent with such change and in such
manner as the Board, in its sole discretion, may deem equitable to prevent
substantial dilution or enlargement of the rights granted to or available for
Optionees. Notwithstanding the preceding sentence, in no event shall any
fraction of a share of Stock be issued upon the exercise of an Option.

5.       ELIGIBLE PARTICIPANTS

         The following persons are Participants eligible to participate in the
Plan:

         5.1 INCENTIVE STOCK OPTIONS. Incentive Stock Options may be granted
only to employees of the Company or any Subsidiary, including officers and
directors who are also employees of the Company or any Subsidiary; provided,
however, that officers who are not employed full-time shall not be eligible for
Incentive Stock Options.

         5.2 NON-STATUTORY STOCK OPTIONS. Non-statutory stock options may be
granted to (i) any employee of the Company or any Subsidiary, including any
officer or director who is also an employee of the Company or any Subsidiary;
and (ii) any consultant to, or other independent contractor of, the Company.

6.       GRANT OF OPTIONS

         6.1 DISCRETIONARY GRANTS. Subject to the terms, conditions, and
limitations set forth in this Plan, the Company, by action of its Board, may
from time to time grant Options to purchase shares of the Company's Stock to
those eligible Participants as may be selected by the Board, in such amounts and
on such other terms as the Board in its sole discretion shall determine. In
making stock option grants the Board shall specify in each stock option
agreement the vesting schedule which shall apply to each such grant.




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         6.2 LIMITATIONS. Options specified in Section 6.1 above may be (i)
"Incentive Stock Options" so designated by the Board and which, when granted,
are intended to qualify as incentive stock options as defined in Section 422 of
the Code; (ii) "Non-Statutory Stock Options" so designated by the Board and
which, when granted, are not intended to, or do not, qualify as incentive stock
options under Section 422 of the Code; or (iii) a combination of both. The date
on which the Board approves the granting of an Option shall be the date of grant
of such Option, unless a different date is specified by the Board on such date
of approval. Notwithstanding the foregoing, with respect to the grant of any
Incentive Stock Option under the Plan, the aggregate fair market value of Stock
(determined as of the date the Option is granted) with respect to which
incentive stock options are exercisable for the first time by an Optionee in any
calendar year (under all such stock option plans of the Company or Subsidiaries)
shall not exceed $100,000. Each grant of an Option under the Plan shall be
evidenced by a written stock option agreement between the Company and the
Optionee setting forth the terms and conditions, not inconsistent with the Plan,
under which the Option so granted may be exercised pursuant to the Plan and
containing such other terms with respect to the Option as the Board in its sole
discretion may determine.

7.       OPTION PRICE AND FORM OF PAYMENT

         7.1 INCENTIVE STOCK OPTIONS. The purchase price for a share of Stock
subject to an Incentive Stock Option granted hereunder shall not be less than
100% of the fair market value of the Stock at the time the option is granted.
Notwithstanding the foregoing, in the case of an Incentive Stock Option granted
to any Optionee then owning more than 10% of the voting power of all classes of
the Company's stock, the purchase price per share of the Stock subject to such
Option shall not be less than 110% of the fair market value of the Stock on the
date of grant of the Incentive Stock Option, determined as provided in Section
7.3.

         7.2 NON-STATUTORY STOCK OPTIONS. The purchase price for a share of
Stock subject to a non-statutory stock option shall be not less than 100% of the
fair market value of the Stock.

         7.3 DETERMINATION OF FAIR MARKET VALUE. For purposes of this Section 7,
the "fair market value" of the Stock shall be determined as follows:

                  (a) if the Stock of the Company is listed or admitted to
         unlisted trading privileges on a national securities exchange, the fair
         market value on any given day shall be the closing sale price for the
         Stock, or if no sale is made on such day, the closing bid price for
         such day on such exchange;

                  (b) if the Stock is not listed or admitted to unlisted trading
         privileges on a national securities exchange, the fair market value on
         any given day shall be the closing sale price for the Stock as reported
         on the NASDAQ National Market System on such day, or if no sale is made
         on such day, the closing bid price for such day as entered by a market
         maker for the Stock;



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                  (c) if the 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 in 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 as reported
         by the National Quotation Bureau, Inc. or, if the Stock is not quoted
         on the National Association of Securities Dealers Automated Quotations
         System, then as reported in any publicly available compilation of the
         bid and asked prices of the Stock in any over-the-counter market on
         which the Stock is traded; or

                  (d) if there exists no public trading market for the Stock,
         the fair market value on any given day shall be an amount determined in
         good faith by the Board 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 as of the
         date of determination or less than the par value of the Stock.

         7.4 PAYMENT OF PURCHASE PRICE. Except as provided herein, the purchase
price of each share of Stock purchased upon the exercise of any Option shall be
paid:

                  (a) in United States dollars in cash or by check, bank draft
         or money order payable to the order of the Company; or

                  (b) at the discretion of the Board, through the delivery of
         shares of Stock, having initially or as a result of successive
         exchanges of shares, an aggregate fair market value (as determined in
         the manner provided under this Plan) equal to the aggregate purchase
         price for the Stock as to which the Option is being exercised; or

                  (c) at the discretion of the Board, by a combination of both
         (a) and (b) above; or

                  (d) by such other method as may be permitted in the written
         stock option agreement between the Company and the Optionee.

         If such form of payment is permitted, the Board shall determine
procedures for tendering Stock as payment upon exercise of an Option and may
impose such additional limitations and prohibitions on the use of Stock as
payment upon the exercise of an Option as it deems appropriate.

         If the Board in its sole discretion so agrees, the Company may finance
the amount payable by an Optionee upon exercise of any Option upon such terms
and conditions as the Board may determine at the time such Option is granted
under this Plan.



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8.       EXERCISE OF OPTIONS

         8.1 MANNER OF EXERCISE. An Option, or any portion thereof, shall be
exercised by delivering a written notice of exercise to the Board and paying to
the Company the full purchase price of the Stock to be acquired upon the
exercise of the Option. Until certificates for the Stock acquired upon the
exercise of an Option are issued to an Optionee, such Optionee shall not have
any rights as a shareholder of the Company with respect to such stock.

         8.2 LIMITATIONS AND CONDITIONS ON EXERCISE OF OPTIONS. In addition to
any other limitations or conditions contained in this Plan or that may be
imposed by the Board from time to time or in the stock option agreement to be
entered into with respect to Options granted hereunder, the following
limitations and conditions shall apply to the exercise of Options granted under
this Plan:

                  8.2.1 No Incentive Stock Option may be exercisable by its
         terms after the expiration of 10 years from the date of the grant
         thereof.

                  8.2.2 No Incentive Stock Option granted pursuant to the Plan
         to an eligible Participant then owning more than 10% of the voting
         power of all classes of the Company's stock may be exercisable by its
         terms after the expiration of five years from the date of the grant
         thereof.

9.       INVESTMENT PURPOSES

         Unless a registration statement under the Securities Act of 1933 is in
effect with respect to Stock to be purchased upon exercise of Options to be
granted under the Plan, the Company shall require that an Optionee agree with
and represent to the Company in writing that he or she is acquiring such shares
of Stock for the purpose of investment and with no present intention to
transfer, sell or otherwise dispose of such shares of Stock other than by
transfers which may occur by will or by the laws of descent and distribution,
and no shares of Stock may be transferred unless, in the opinion of counsel to
the Company, such transfer would be in compliance with applicable securities
laws. In addition, unless a registration statement under the Securities Act of
1933 is in effect with respect to the Stock to be purchased under the Plan, each
certificate representing any shares of Stock issued to an Optionee hereunder
shall have endorsed thereon a legend in substantially the following form:

         THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT
         REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")
         AND WITHOUT REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS, IN
         RELIANCE UPON EXEMPTION(S) CONTAINED THEREIN. NO TRANSFER OF THESE
         SHARES OR ANY INTEREST THEREIN MAY BE MADE EXCEPT PURSUANT TO EFFECTIVE
         REGISTRATION STATEMENTS UNDER SAID LAWS UNLESS


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         THE COMPANY 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, OR APPLICABLE STATE
         SECURITIES LAWS.

10.      TRANSFERABILITY OF OPTIONS

         No Option granted under the Plan shall be transferable by an Optionee
(whether by sale, assignment, hypothecation or otherwise) other than by will or
the laws of descent and distribution. An option shall be exercisable during the
Optionee's lifetime only by the Optionee or by the Optionee's guardian or legal
representative.

11.      TERMINATION OF EMPLOYMENT

         11.1 GENERALLY. Except as otherwise provided in this Section 11, if an
Optionee's employment with the Company or Subsidiary is terminated (hereinafter
"Termination") other than by death or Disability (as hereinafter defined), the
Optionee may exercise any Option granted under the Plan, to the extent the
Optionee was vested in and entitled to exercise the Option at the date of
Termination, for a period of 3 months after the date of Termination or until the
term of the Option has expired, whichever date is earlier.

         11.2 DEATH OR DISABILITY OF OPTIONEE. In the event of the death or
Disability of an Optionee prior to expiration of an Option held by him or her,
the following provisions shall apply:

                  11.2.1 If the Optionee is at the time of his or her Disability
         employed by the Company or a Subsidiary and has been in continuous
         employment (as determined by the Board in its sole discretion) since
         the date of grant of the Option, then the Option may be exercised by
         the Optionee until the earlier of one year following the date of such
         Disability or the expiration date of the Option, but only to the extent
         the Optionee was vested in and entitled to exercise such Option at the
         time of his or her Disability. For the purpose of this Section 11, the
         term "Disability" shall mean a permanent and total disability as
         defined in Section 22(e)(3) of the Code. The determination of whether
         an Optionee has a Disability within the meaning of Section 22(e)(3)
         shall be made by the Board in its sole discretion.

                  11.2.2 If the Optionee is at the time of his or her death
         employed by the Company or a Subsidiary and has been in continuous
         employment (as determined by the Board in its sole discretion) since
         the date of grant of the Option, then the Option may be exercised by
         the Optionee's estate or by a person who acquired the right to exercise
         the Option by will or the laws of descent and distribution, until the
         earlier of one year from the date of the Optionee's death or the
         expiration date of the Option, but only to the extent the Optionee was
         vested in and entitled to exercise the Option at the time of death.


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                  11.2.3 If the Optionee dies within three months after
         Termination, the Option may be exercised until the earlier of nine
         months following the date of death or the expiration date of the
         Option, by the Optionee's estate or by a person who acquires the right
         to exercise the Option by will or the laws of descent or distribution,
         but only to the extent the Optionee was vested in and entitled to
         exercise the Option at the time of Termination.

         11.3 TERMINATION FOR CAUSE. If the employment of an Optionee is
terminated by the Company or a Subsidiary for cause, then the Board shall have
the right to cancel any Options granted to the Optionee under the Plan.

         11.4 SUSPENSION OR TERMINATION FOR MISCONDUCT. If the Board 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. If
the Board 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 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.

12.      AMENDMENT AND TERMINATION OF PLAN

         12.1 The Board may at any time terminate or amend this Plan in any
respect, provided, however, that the Board shall not, without the approval of
the shareholders of the Company, amend this Plan in any manner that requires
such shareholder approval pursuant to any law, regulation or rule relating the
listing of the Company's securities.

         12.2 No amendment, suspension or termination of this Plan shall,
without the Optionee's consent, alter or impair any of the rights or obligations
under any Option theretofore granted to him or her under the Plan.

         12.3 The Board may amend the Plan, subject to the limitations cited
above, in such manner as it deems necessary to permit the granting of Incentive
Stock Options meeting the requirements of future amendments to the Code.

         12.4 Upon the dissolution or liquidation of the Company, or upon a
merger, consolidation, acquisition of property or stock, or reorganization as a
result of which the Company is not the surviving corporation or upon a sale of
substantially all the property or stock of the Company to another corporation,
any option granted hereunder shall terminate and no such event shall cause any
option to be exercisable for any shares other than those as to which it was
exercisable prior to such termination in accordance with its terms; provided,
however, that the Company may in its discretion


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and immediately prior to any such transaction, cause a new option to be
substituted for such option or cause such old option to be assumed, by an
employer corporation, or a parent or subsidiary of such corporation; and such
new or substituted option shall apply to all shares issued in addition to or in
substitution, replacement or modification of the shares theretofore covered by
such option; provided that:

                  (a) the excess of the aggregate fair market value of the
         shares subject to the option immediately after the substitution or
         assumption over the aggregate option price of such shares shall not be
         more than the excess of the aggregate fair market value of all shares
         subject to the option immediately before such substitution or
         assumption over the aggregate option price of such shares,

                  (b) the new option or the assumption of the existing option
         shall not give the optionee additional benefits which he did not have
         under the old option or prior to such assumption, and

                  (c) a propriety adjustment of the original option price shall
         be made among original shares subject to the option and any additional
         share or shares issued in substitution, replacement or modification
         thereof.

13.      MISCELLANEOUS PROVISIONS

         13.1 NO RIGHT TO CONTINUED EMPLOYMENT. No person shall have any claim
or right to be granted an Option under the Plan, and the grant of an Option
under the Plan shall not be construed as giving an Optionee the right to
continued employment with the Company. The Company further expressly reserves
the right at any time to dismiss an Optionee or reduce an Optionee's
compensation with or without cause, free from any liability, or any claim under
the Plan, except as provided herein or in a stock option agreement.

         13.2 TRANSFER OF STOCK AND PAYMENT OF WITHHOLDING TAXES. The Company
shall have the right to require that payment or provision for payment of any and
all withholding taxes due upon the grant or exercise of an Option hereunder or
the disposition of any Stock or other property acquired upon exercise of an
Option be made by an Optionee. Stock acquired upon exercise of an Incentive
Stock Option may not be disposed of by the Optionee before the later of two
years from the date of grant or one year from the date of exercise unless
adequate provision is made for payment to the Company of funds sufficient for
payment of any withholding and other taxes required by any governmental
authority in respect of the disposition of such stock. The Company may place a
legend on certificates restricting the transfer of Stock issued pursuant to
Incentive Stock Options in order to obtain compliance with tax withholding
requirements. In connection therewith, the Board shall have the right to
establish such rules and regulations or impose such terms and conditions in any
agreement relating to an Option granted hereunder with respect to such tax
withholding as the Board may deem necessary and appropriate.



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         13.3 GOVERNING LAW. The Plan shall be administered in the State of
Minnesota, and the validity, construction, interpretation, and administration of
the Plan and all rights relating to the Plan shall be determined solely in
accordance with the laws of such state, unless controlled by applicable federal
law, if any.

14.      EFFECTIVE DATE

         The effective date of the Plan is June 5, 1995 subject, however, to
approval of this Plan by shareholders of the Company in the manner prescribed by
law not later than June 5, 1996. No Option may be granted after June 5, 2005,
provided, however, that the Plan and all outstanding Options shall remain in
effect until such outstanding Options have expired or been canceled.