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                                                                     EXHIBIT 1.2


                                January 17, 2001



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

Attention:  Peter Lytle, Chairman and Chief Executive Officer

Dear Peter:

     BB&T Capital Markets, a division of Scott & Stringfellow, Inc. ("BBTCM") is
pleased to have the opportunity to set forth the terms of the exclusive
engagement by United Shipping & Technology, Inc. (the "Company") of BBTCM to act
as its placement agent in connection with the sale of the Securities (as defined
below) and authorizes BBTCM, as placement agent, to arrange a private placement
of its debt, equity or convertible securities (the "Securities") at a price
satisfactory to the Company. Securities shall not include debt financing, which
replaces, in whole or in part, the existing credit facilities between the
Company and GE Capital Corporation. For the purposes of this Agreement, the term
"Transaction" shall mean the sale of the Securities pursuant to this Agreement.
The Company hereby agrees to engage BBTCM as the Company's exclusive placement
agent with respect to the Transaction.

     1. BBTCM' Responsibilities

          (a) In connection with BBTCM' engagement as the Company's exclusive
     placement agent in connection with the Transaction, BBTCM will develop,
     update and review with the Company on an ongoing basis a list of parties
     that might be interested in acquiring Securities of the Company. The
     private placement of the Securities is to be made directly by the Company
     to the purchasers pursuant to agreements entered into by the purchasers and
     the Company. If requested by the Company, BBTCM' services in connection
     with the placement process shall include, but not be limited to:

          (i)  the production of an informational memorandum describing the
               Company and its business;
          (ii) assistance with financial modeling and projections;
          (iii) valuation services for the purposes of negotiating with
               potential strategic partners or investors; and
          (iv) attendance at meetings on behalf of the Company with potential
               strategic partners or investors.

          (b) BBTCM also confirms its understanding and agreement that the
     Company retained BBTCM hereunder solely for the Company's benefit and not
     for any third party, including the Company's shareholders. The scope of
     BBTCM' engagement shall be limited to those matters expressly set forth in
     this Agreement. For the sake of clarity, the scope of
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United Shipping & Technology
January 17, 2001
Page 2


     BBTCM' engagement shall not include giving tax, legal, regulatory,
     accountancy or other specialist or technical advice from other sources.

     2. The Company's Representations and Agreements

          (a) The Company will offer the Securities only in compliance with the
     Securities Act of 1933, as amended, and applicable state securities laws.
     The Company will not, directly or indirectly, make any offer or sale of any
     of the Securities or any securities of the same or similar class as the
     Securities, the result of which would cause the offer and sale of the
     Securities to fail to be entitled to any applicable exemption from
     registration under such laws relied upon by the Company. The Company will
     provide BBTCM with all information that it may reasonably request with
     respect to the exemption from registration to be relied upon by the
     Company, including an opinion of counsel to the effect that such exemption
     is available. The Company will not make any filings with the Securities and
     Exchange Commission with respect to the offer and sale of the Securities
     without BBTCM' prior consent.

          (b) The Company will furnish BBTCM with such information, including
     financial statements, with respect to the business, operations, assets and
     liabilities of the Company and its affiliates as BBTCM may reasonably
     request in order to permit it to assist the Company in preparing a private
     placement memorandum for use in connection with the offering of the
     Securities. The Company will be solely responsible for the contents of the
     private placement memorandum and any and all other written or oral
     communications provided to any actual or prospective purchaser of the
     Securities with the approval of the Company, and the Company represents and
     warrants that the private placement memorandum and such other
     communications, including any material incorporated by reference therein,
     will not, as of the date of the offer or sale of the Securities, contain
     any untrue statement of a material fact or omit 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. BBTCM will be entitled to rely on, and will be under no
     obligation to verify, the accuracy or completeness of such information. The
     Company authorizes BBTCM to provide the private placement memorandum and
     such other communications to prospective purchasers of the Securities.

          (c) The Company agrees to take, such action (if any) as BBTCM may
     reasonably request to qualify the Securities for offer and sale under the
     securities laws of such states as BBTCM may specify; provided that in
     connection therewith the Company will not be required to qualify as a
     foreign corporation or file a general consent to service of process. The
     Company agrees that it will make any filings or take other actions required
     under applicable state securities laws to permit the sale of the
     Securities.

          (d) In order to allow proper coordination of the proposed financing,
     during the term of this engagement, the Company will promptly notify BBTCM
     of, any potential purchasers known to the Company to be interested in
     purchasing any Securities. In addition, the Company will keep BBTCM fully
     and promptly informed of the status of any discussions or negotiations
     between the Company and any potential purchaser of Securities.
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United Shipping & Technology
January 17, 2001
Page 3


     3. Fees

     As compensation for BBTCM' services hereunder, the Company agrees to pay
BBTCM the following fees, which shall be payable in cash via wire transfer where
applicable:

          (a) A non-refundable "Retainer Fee," of $50,000, due and payable
     $10,000 monthly, with the initial payment due on February 15, 2001 and a
     final payment due on June 15, 2001.

          (b) As compensation for BBTCM' services hereunder, the Company will
     pay in cash to BBTCM at closing a fee equal to six percent (6.0%) of the
     gross proceeds from the sale of the Securities. For the sale of Securities
     to all parties already in discussions with the Company or brought to BBTCM'
     attention by the Company or brought to the Company directly or indirectly
     by Ten X Partners. THLee Global Internet Managers LP (THLi), or Mr. Khaled
     Al-Muhairy, the fee shall be equal to 2% of the Aggregate Transaction
     value. These potential investors include, but are not limited to, those
     listed on Exhibit A of this Agreement. BBTCM shall not receive any fee for
     the sale of Securities to HomePoint.com, Inc.

          (c) Whether or not a Transaction is consummated, and in addition to
     any fees payable to BBTCM, the Company agrees to reimburse BBTCM for its
     out-of-pocket expenses related to this work, including BBTCM' attorneys'
     fees, should their advice be required. BBTCM agrees that reasonable
     out-of-pocket expenses shall not exceed $20,000 without the written
     approval of the Company. The Company agrees that such approval shall not be
     unreasonably withheld.

          (d) To the extent the Company has agreed to be funded in stages any
     fees due to BBTCM hereunder shall be due and payable as actual funding
     occurs, provided that such funding will be complete within 90 days of the
     initial commitment. In the instance that funding under an initial
     commitment continues beyond the 90 day period, BBTCM shall be entitled to
     50% of its fee related to the entire commitment as of the 90th day
     post-commitment, 75% of its fee 120 days post-commitment and 100% of its
     fee 180 days post-commitment.

          (e) Except for Commissions related to any potential investment by
     HomePoint.com, Inc., and funding and placement efforts currently being made
     by Mr. Khaled Al-Muhairy and other Middle Eastern-based sources, the
     Company represents to BBTCM that there is no other person or entity that is
     entitled to a finder's fee, placement agent or any type of brokerage
     commission in connection with the transactions contemplated by this
     Agreement as a result of any agreement or understanding with it, and the
     Company further agrees not to enter into any such agreement or
     understanding during the term of BBTCM' engagement hereunder.

     4. Indemnity

          (a) If BBTCM or any Other Indemnified Party (as defined below) becomes
     involved in any capacity in any action, proceeding or investigation brought
     by or against, or involving or targeting, any person, including the
     Company, its directors, officers, employees or
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United Shipping & Technology
January 17, 2001
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     agents, securityholders, subsidiaries and affiliates (collectively, the
     "Affiliates"), in connection with any of the services rendered pursuant to
     this Agreement, or matters which are the subject of, or arise out of, this
     engagement, the Company will reimburse BBTCM and the Other Indemnified
     Parties for all of their legal and other expenses (including the cost of
     any investigation and preparation) incurred in connection therewith, as
     such expenses are incurred.

          (b) The Company also will indemnify and hold BBTCM and the Other
     Indemnified Parties harmless, to the fullest extent lawful, against all
     losses, claims, damages or liabilities (including, for this purpose, all
     amounts paid or contributed in settlement or compromise), whether jointly
     or severally, to which BBTCM or any Other Indemnified Party may become or
     consent to be subject, (i) in the private placement memorandum or any other
     written or oral communication provided to any actual or prospective
     purchaser of the Securities or arising out of or based upon the omission or
     alleged omission to state therein 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 or (ii)
     arising in any manner out of or in connection with the services or matters
     which are the subject of this Agreement including, without limitation, the
     offer and sale of the Securities, except, in the case of clause (ii), to
     the extent that a court of competent jurisdiction shall have determined by
     a final, non-applicable judgment that such loss, claim, damage or liability
     primarily and proximately resulted from the gross negligence or willful
     misconduct of BBTCM in rendering services as an independent contractor, and
     not as a fiduciary, pursuant to this Agreement.

          (c) If, for any reason, the foregoing indemnification is unavailable
     to BBTCM or any Other Indemnified Party, or is or proves to be insufficient
     to hold it or them completely harmless with respect to any such loss,
     claim, damage or liability, or payment or contribution to any settlement or
     compromise, the Company agrees to contribute to the respective amount(s)
     paid or payable, or contributed, by BBTCM and any Other Indemnified Party
     as a result of any such loss, claim, damage, liability settlement or
     compromise in such proportion as is appropriate to reflect (i) the relative
     economic interests of the Company and its Affiliates, as the case may be,
     and of BBTCM and the Other Indemnified Parties, as the case may be, in
     connection with the Transaction to which such loss, claim, damage,
     liability, settlement or compromise relates, and (ii) the relative fault of
     the Company and its Affiliates, as the case may be, and of BBTCM and the
     Other Indemnified Parties, as the case may be, with respect to such loss,
     claim, damage or liability, and (iii) any other relevant equitable
     considerations. The relative benefits received by the Company, on one hand,
     and BBTCM, on the other hand, shall be deemed to be in the same proportion
     as the total net proceeds from the offering of the Securities (before
     expenses) received by the Company bears to the total fees received by BBTCM
     hereunder.

          (d) The reimbursement, indemnity and contribution obligations of the
     Company hereunder (i) are in addition to any liability or obligation which
     the Company otherwise may have, (ii) extend to all Affiliates of BBTCM and
     to all directors, officers, employees, agents and controlling persons (if
     any), as the case may be, of any such Affiliate (collectively, the "Other
     Indemnified Parties"), and (iii) shall be binding upon and inure to the
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United Shipping & Technology
January 17, 2001
Page 5


     benefit of all successors, assigns, heirs and personal representatives,
     respectively, of the Company, BBTCM and the Other Indemnified Parties.

          (e) The foregoing reimbursement, indemnity and contribution
     obligations of the Company, and the rights and benefits to BBTCM and the
     Other Indemnified Parties of the obligations; (i) shall survive any
     termination or expiration of this Agreement, and the consummation,
     termination or abandonment of a Transaction, and (ii) shall not limit,
     impair the exercise of, or any other rights and benefits that BBTCM or any
     of the Other Indemnified Parties may have, or to which any of the parties
     may become entitled, whether available at common law, by separate
     agreement, or otherwise.

          (f) Notwithstanding anything contained in this Agreement to the
     contrary, the Company agrees that neither BBTCM nor any Other Indemnified
     Party shall have any liability to the Company or any person asserting or
     purporting to assert claims on behalf of, in right of, or as a
     representative of or for the Company or any of its securityholders for or
     in connection with any of the services rendered pursuant to this Agreement,
     or matters which are the subject of, or arise out of, the engagement
     contemplated hereby, except to the extent that a court of competent
     jurisdiction shall have determined by a final, non-applicable judgment that
     any losses, claims, damages or liabilities incurred by the Company
     primarily and proximately resulted from the gross negligence or willful
     misconduct of BBTCM in rendering services as an independent contractor, and
     not as a fiduciary, pursuant to this Agreement.

          (g) The Company represents that it will immediately seek the approval
     of its Board of Directors for this Agreement including the foregoing
     reimbursement, indemnity and contribution obligations of the Company and
     that this Agreement is subject to such approval being obtained.

     5. Term of Agreement. This Agreement shall continue until June 30, 2001.
Except as otherwise provided herein, this Agreement may be terminated with or
without cause by the Company or BBTCM at any time and without liability or
continuing obligation to the Company or BBTCM (except for compensation earned
and expenses incurred by or on behalf of BBTCM to the date of termination) upon
written notice to the other party. Notwithstanding the foregoing, however, BBTCM
shall be entitled to its full compensation pursuant to this Agreement in the
event that, at any time prior to the expiration of 7 months after written
termination by the Company, a transaction of the type described in this
Agreement is consummated between the Company and an investor or funding source
originally brought to the Company's attention by BBTCM, where the initial
contact did not result in a final Transaction. Furthermore, the indemnity
provisions of this Agreement, the waiver of the right to trial by jury provision
and the confidentiality and non-disclosure provisions will remain operative
regardless of such termination.

     6. Miscellaneous

          (a) BBTCM will not have any rights or obligations in connection with
     the private placement of the Securities contemplated by this Agreement
     except as expressly provided
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United Shipping & Technology
January 17, 2001
Page 6


     in this Agreement. In no event shall BBTCM be obligated to purchase the
     Securities for its own account.

          (b) All opinions and advice provided to the Company in connection with
     this engagement are intended solely for the benefit and use of the Company
     in connection with the matters described in this Agreement, and accordingly
     such advice shall not be relied upon by any third parties. In addition,
     none of (i) the name of BBTCM, (ii) any advice rendered by BBTCM to the
     Company; or (iii) any communication from BBTCM pursuant to this agreement
     will be quoted or referred to in any report, document, release or other
     communication prepared, issued or transmitted by the Company, or any person
     controlled by the Company, without BBTCM prior written consent, which
     consent will not be unreasonably withheld.

          (c) The Company agrees that if BBTCM (or any of its directors,
     officers, agents or professional advisors) is required to testify or
     otherwise participate in any legal or other proceedings before any court or
     regulatory authority, in connection with or by reason of the performance of
     its professional services hereunder, the Company will pay to BBTCM a per
     diem amount for its services based upon its normal consulting fees,
     together with such disbursements and reasonable out-of-pocket expenses as
     may be incurred by BBTCM in connection therewith, including fees and
     disbursements of its counsel. However, no additional fees will be payable
     in respect of appearance ordinarily necessary to obtain the approvals for a
     particular Transaction, which, without restricting the generality of the
     foregoing, will include BBTCM' attendance at any meetings of the
     shareholders of the Company.

          (d) If the Company requests BBTCM to perform services in addition to
     those described above, the terms and conditions relating to such services
     will be outlined in a separate agreement. The fees for such services will
     be negotiated separately, and in good faith and will be consistent with
     fees paid to investment bankers in North America for similar services. The
     Company understands that BBTCM is a full service securities firm and as
     such may, from time to time, effect transactions for its own or its
     customers' accounts and hold positions in securities or options on
     securities of the Company as well as other companies which may have a
     current or prospective interest in the Company, including any interest in a
     business combination involving the Company.

          (e) In the event that the Company decides, during the term of this
     engagement or within 12 months thereafter, to conduct another debt or
     equity offering, including, but not limited to a secondary public offering
     or to conduct a leveraged recapitalization or other financial restructuring
     of the Company, other than the replacement of all or a portion of its
     existing facility with GE Capital Corporation, the Company agrees to
     provide BBTCM with a right of first refusal to act as a co-managing
     underwriter in the event of any public offering, or placement agent in the
     case of any private offering or placement of securities, or as advisor or
     dealer manager, as applicable, in the case of any other transaction, in
     each case, at fees, and upon terms, customary and consistent with industry
     practice that would be agreed between the Company and BBTCM in good faith.
     If BBTCM agrees to act in such capacity, the Company and BBTCM will enter
     into an appropriate form of underwriting, placement agency, engagement,
     dealer manager or other agreement relating to the type of transaction
     involved as appropriate. The
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United Shipping & Technology
January 17, 2001
Page 7

     Company acknowledges that this Agreement is neither an expressed nor an
     implied commitment by BBTCM to act in any capacity in any such transaction
     or to purchase or place any securities in connection therewith, which
     commitment shall only be set forth in a separate underwriting, placement
     agency or other applicable type of agreement.

          (f) The Company agrees that BBTCM has the right to place
     advertisements, including without limitation, "tombstone" advertisements or
     similar announcements of transactions in trade or business publications or
     the internet at BBTCM' expense describing its services to the Company
     hereunder.

          (g) This Agreement shall be governed by and construed in accordance
     with, the laws of the Commonwealth of Virginia without giving effect to
     that state's principles of conflict of law. BBTCM and the Company (on
     behalf and, to the extent permitted by law, on behalf of its stockholders
     or other securityholders) each waives any right to trial by jury in any
     action, claim, suit or proceeding with respect to BBTCM' engagement as
     financial advisor or its role in connection therewith. Solely for the
     purpose of enforcing this Agreement and the indemnity provisions hereof
     (the "Related Proceedings"), the Company hereby submits to the
     non-exclusive jurisdiction of any federal or state court in the
     Commonwealth of Virginia, City of Richmond (collectively, the "Specified
     Courts"), and irrevocably agrees that all claims in respect of such claim,
     suit or proceeding may be determined in such court. Service of process,
     summons, notice or document by mail, overnight courier or hand delivery, to
     the Company's address set forth above shall be effective service of process
     for any suit, action or other proceeding brought in a Specified Court. The
     Company irrevocably and unconditionally waives any objection to the laying
     of venue of any suit, action or other proceeding in a Specified Court and
     irrevocably and unconditionally waives and agrees not to plead or claim in
     a Specified Court that any such suit, action or other proceeding has been
     brought in an inconvenient forum. With respect to the Related Proceedings,
     the Company hereby waives all immunity from jurisdiction, service of
     process, attachment (both before and after judgment) and execution to which
     it might otherwise be entitled. The Company also waives, and will not raise
     or claim, any immunity to the enforcement of any judgment from the Related
     Proceedings in a Specified Court.

          (h) This Agreement may be executed in counterparts, each of which
     shall be deemed an original; all of which shall constitute one and the same
     instrument. Either party's execution and delivery of this Agreement may be
     evidenced by either physical delivery or facsimile communication of such
     executed Agreement or executed counterpart to the other party.

          (i) This Agreement may not be amended or otherwise modified except in
     writing signed by the Company and BBTCM. Neither party may assign this
     Agreement without the prior written consent of the other party. This
     Agreement embodies the entire agreement and understanding between the
     parties and supersedes all prior discussions, communications, agreements
     and understandings, if any, whether oral or written, relating to its
     subject matter. If any provision of this Agreement shall be determined to
     be invalid or unenforceable in any respect, such determination shall not
     affect such provision in any other respect or any other provision of this
     Agreement, which shall remain in full force and effect.
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United Shipping & Technology
January 17, 2001
Page 8


     If the foregoing meets with your approval, please sign both copies of this
Agreement and return one fully-executed version to BBTCM. We look forward to
working with United Shipping & Technology in this important undertaking.

                                       Very truly yours,


                                       BB&T CAPITAL MARKETS
                                       A division of Scott & Stringfellow


                                       By:
                                          --------------------------------------

                                       Name: Frank F. Mountcastle, III

                                       Title: Director



Agreed and Accepted as of the Date First Written Above:


United Shipping & Technology, Inc.


By:
    ------------------------------
    Peter C. Lytle

Title: Chairman and Chief Executive Officer