EXHIBIT 10.16


                            NOTE CONVERSION AGREEMENT


         THIS NOTE CONVERSION AGREEMENT (the "Agreement") dated as of May ____,
1999, by and between United Shipping & Technology, Inc., a Utah corporation (the
"Company"), and ____________ (the "Investor"), an individual whose business
address is _________________.

         WHEREAS, on February 26, 1999, pursuant to that certain Note Agreement
between Company and Investor (the "Note Agreement"), the Company sold to
Investor an investment unit (the "Unit"), comprised of (i) $250,000 principal
amount of the corporation's unsecured promissory note (the "Note") payable in
180 days, (ii) in lieu of interest on the Note, a warrant to purchase 3,850
shares of its $0.004 par value common stock (the "Common Stock") at a purchase
price of $3.25 per share, for a period of 5 years, and (iii) in lieu of interest
on the Note, a warrant to purchase 11,150 shares of its Common Stock at a
purchase price of $3.75 per share, for a period of 5 years (collectively, the
"Warrants"); and

         WHEREAS, it is desirable for this corporation to convert the Note into
shares of Common Stock in accordance with the terms and conditions of this
Agreement;

         NOW THEREFORE, in consideration of the foregoing, the mutual promises
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1. Conversion of Loan/ Cancellation of Promissory Note. The Investor
agrees that the $250,000 indebtedness represented by the Note shall be cancelled
and converted into 100,000 shares of Common Stock at a price of $2.50 per share
(the "Shares") upon Investor's (a) execution and delivery of a Subscription
Agreement to that effect in form satisfactory to Company and its counsel, (b)
delivery to the Company of the original Note marked "paid in full" and signed by
Investor, and (c) delivery to the Company of the original Note Agreement. Upon
acceptance of said Subscription Agreement by Company and delivery of the
original Note, Company shall cause a certificate for the Shares to be issued to
Investor as soon as practicable, said Shares issued to Investor to be fully paid
and nonassessable.

         2. Warrants. Notwithstanding the cancellation of the Note and issuance
of the Shares, the Warrants issued to Investor in lieu of interest on the Note
shall remain valid and in full force and effect, in accordance with their terms.

         3. Use of Funds. Upon issuance of the Shares, and except with regard to
the representations and warranties of the Investor which shall remain in force,
the Note Agreement shall become null and void and of no further force or effect,
and all restrictions on the use of the funds shall cease.

         4. Other.



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         (a)      This Agreement, including the appendices attached hereto,
                  constitutes the entire agreement of the parties relative to
                  the subject matter hereof and supersedes any and all other
                  agreements and understandings, whether written or oral,
                  relative to the matters discussed herein.

         (b)      This Agreement shall be construed and enforced in accordance
                  with the laws of the State of Minnesota, without regard to
                  conflicts of laws principles.

         (c)      This Agreement may be executed in two or more counterparts,
                  each of which shall be deemed an original, but all of which
                  together shall constitute one and the same instrument.


         IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the date set forth above.

INVESTOR:                               UNITED SHIPPING & TECHNOLOGY, INC.


                                        By
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Print Full Name                                  Peter C. Lytle
                                                 Chief Executive Officer


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Signature



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Address



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Telephone Number



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Social Security Number



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