EXHIBIT 10.62


                       IN THE UNITED STATES DISTRICT COURT
                       FOR THE SOUTHERN DISTRICT OF TEXAS
                                HOUSTON DIVISION

JACK D. ASHABRANNER II                 )
                                       )
                  Plaintiff            )
                                       )
vs.                                    ) Case No. H-98-1271
                                       ) JURY TRIAL DEMANDED
CORPORATE EXPRESS DELIVERY             )
SYSTEMS, INC. f/k/a U. S. DELIVERY     )
SYSTEMS, INC., CORPORATE               )
EXPRESS, INC., and CORPORATE           )
DELIVERY SYSTEMS-SOUTHWEST,            )
INC. f/k/a DISTRIBUTION                )
SOLUTIONS, INC.                        )
                                       )
                  Defendants           )

                    MUTUAL RELEASE AND CONTRACT OF SETTLEMENT

         1. The parties to this Mutual Release and Contract of Settlement (the
"Agreement") are Jack D. Ashabranner II ("Ashabranner") and UST Delivery
Systems, Inc. f/k/a Corporate Express Delivery Systems, Inc., f/k/a U. S.
Delivery Systems, Inc., ("UST") (Ashabranner and UST are collectively referred
to herein as the "Parties").

         2. The Parties have been engaged in the litigation styled No.
H-98-1271, JACK D. ASHABRANNER II V. CORPORATE EXPRESS DELIVERY SYSTEMS, INC.
F/K/A U.S. DELIVERY SYSTEMS, INC., CORPORATE EXPRESS, INC. AND CORPORATE EXPRESS
DELIVERY SYSTEMS-SOUTHWEST, INC. F/K/A DISTRIBUTION SOLUTIONS, INC., In the
United States District Court For the Southern District of Texas, Houston
Division and an arbitration styled No. 70 160


<PAGE>


00265 99; JACK D. ASHABRANNER II V. CORPORATE EXPRESS DELIVERY
SYSTEMS-SOUTHWEST, INC. F/K/A DISTRIBUTION SOLUTIONS, INC.; Before the American
Arbitration Association (collectively referred to as the "Litigation"). Each of
the parties has expressly denied, and continues to deny any liability to the
other whatsoever for any of the charges asserted in the Litigation or otherwise.
Nevertheless, mindful of cost and expense associated with continued Litigation,
the Parties have agreed to compromise and settle the Litigation on the terms set
out in this Agreement.

         3. For the mutual consideration expressed in this Agreement, the
Parties have agreed to the following terms:

         a.       The parties agree to the entry of an Order of Dismissal in the
                  form attached as Exhibit "A," to be rendered in Cause No.
                  H-98-127, and to refrain from taking an appeal from such
                  order. The Order of Dismissal shall be delivered to and held
                  by the Trustee (as defined below) and shall not be filed with
                  any court pending consummation of this Agreement. If this
                  Agreement is fully consummated, then the Trustee shall deliver
                  the Order of Dismissal to UST for filing with the appropriate
                  court. If this Agreement is terminated pursuant to Paragraphs
                  3(g) and 3(j), then the Order of Dismissal shall be null and
                  void, except as to arbitration as set forth in Paragraph 3(b)
                  below, and the Trustee shall not file the Order of Dismissal
                  but shall return it to Ashabranner. Neither UST nor
                  Ashabranner shall engage in any discovery pending the
                  consummation of this Agreement.

         b.       The parties agree to dismiss their respective claims, to
                  assume responsibility for their respective attorneys fees,
                  costs and expenses in Arbitration No. 70 160 00265 99, and to
                  deliver a notice of dismissal to the American Arbitration
                  Association in the form attached as Exhibit "B."

         c.       UST agrees to pay to Ashabranner and his counsel, London &
                  Schaeffer, L.L.P., jointly, the sum of $50,000.00 (Fifty
                  Thousand and No/100 Dollars) at the closing of this Agreement.

         d.       Subject to the provisions of this Paragraph 3, United Shipping
                  & Technology, Inc., a Utah corporation ("USTI"), parent
                  corporation of


                                       2
<PAGE>


                  Corporate Express Delivery Systems, Inc., will issue and
                  deliver to [___________ Bank/Trust Company/Title Company
                  ("Trustee")], for the benefit of Ashabranner and his counsel,
                  London & Schaeffer, jointly, 100,000 shares USTI common stock,
                  par value $.0004 per share, as escrow agent for the parties,
                  subject to the terms and conditions of this Agreement. Such
                  shares shall be registered in the name of Ashabranner and said
                  counsel but subject to reduction in accordance with the terms
                  of this Agreement.

         e.       Ashabranner and such counsel warrant and represent that each
                  of them is an "accredited investor" as that term is defined
                  under Rule 501 of Regulation D under the general rules and
                  regulations of the Securities and Exchange Commission ("SEC")
                  under the Securities Act of 1933, as amended (the "Act"). Such
                  shares constitute "restricted securities" as defined under SEC
                  Rule 144 under the Act. Ashabranner and said counsel make the
                  representations, warranties and acknowledgments contained in
                  Exhibit "C." Ashabranner and his counsel acknowledge that the
                  subject shares have not been registered under the Act and that
                  the sale, transfer or other disposition thereof is restricted
                  unless such shares are registered under the Act and applicable
                  state securities laws, or an exemption from registration is
                  available.

         f.       As soon as practicable following the execution and delivery of
                  this Agreement, USTI shall cause a Notice of Listing of
                  Additional Shares to be filed with the Nasdaq Stock Market
                  (Nasdaq SmallCap Market) listing the subject shares. USTI
                  shall either: (i) determine to file with the Securities and
                  Exchange Commission an amendment to USTI's pending S-3
                  Registration Statement (No. 333-31414) (the "Pending S-3")
                  listing the Trustee, for the benefit of Ashabranner and such
                  counsel, as a selling shareholder thereunder; or (ii)
                  determine to file and file within 60 days following the
                  execution and delivery of this Agreement a new Registration
                  Statement ("New Registration Statement") on Form S-3 or such
                  other form as may be available to USTI, for the purpose of
                  registering the subject shares, together with any other shares
                  which USTI may determine to register for the resale of such
                  shares under the Act. In connection with said Pending S-3 or
                  the New Registration Statement, Ashabranner and his counsel
                  will provide a written response to a questionnaire from USTI
                  providing the information which is customarily given by
                  shareholders to an issuer in a public offering. USTI shall use
                  its best efforts to cause, subject to the applicable
                  provisions and rules and regulations under the Act and the
                  Securities Exchange Act of 1934, as amended, the Registration
                  Statement to be declared effective.


                                       3
<PAGE>


         g.       In the event the Pending S-3 or New Registration Statement is
                  not declared effective by the SEC on or before June 30, 2000,
                  Ashabranner may, upon written notice to the Trustee and USTI,
                  which must be given prior to the effectiveness of the
                  registration statement (if after June 30, 2000), declare this
                  Agreement terminated.

         h.       Upon the effective date of either the Pending S-3 or the New
                  Registration Statement, the Trustee shall ascertain the
                  average closing sale price of USTI's common stock for the
                  twenty trading days immediately preceding the effective date
                  of either the Pending S-3 or the New Registration Statement as
                  reported by Nasdaq. The Trustee shall thereupon deliver to
                  USTI's transfer agent the certificate (or certificates)
                  representing the shares held by it, and instruct that such
                  transfer agent deliver to Ashabranner and his counsel a number
                  of common shares having a market value (the "Market Value")
                  equal to $550,000 (the quotient of $550,000 divided by such
                  twenty day average closing price of USTI common stock). The
                  remaining shares not so delivered shall be canceled and
                  returned by the Trustee and shall have the status of
                  authorized, unissued shares of USTI.

         i.       In the event the number of shares deposited by USTI with the
                  Trustee is insufficient to equal a Market Value of $550,000,
                  USTI shall either deliver additional restricted shares (the
                  "Additional Shares") of its common stock to Ashabranner and
                  such counsel which, when added to the shares deposited with
                  the Trustee, will equal a Market Value of $550,000 (determined
                  as of the Effective Date) or deliver to Ashabranner, within
                  five (5) business days a cash payment which, when added to the
                  shares deliverable by the Trustee, will equal $550,000. USTI
                  will notify the Trustee and Ashabranner's counsel whether it
                  will deliver the Additional Shares or make a cash payment as
                  described above.

         j.       If Ashabranner elects to terminate this Agreement pursuant to
                  Paragraph 3(g), this Agreement shall terminate on the third
                  business day following his notice to USTI and the Trustee
                  pursuant to the preceding paragraph (the "Termination Date").
                  On the Termination Date, the Trustee shall return the shares
                  deposited with it by USTI to USTI.

         k.       If USTI elects to deliver Additional Shares to Ashabranner,
                  such shares shall constitute restricted securities as
                  described in Paragraph 3(e). USTI shall have the obligation to
                  register the Additional Shares upon demand of Ashabranner, by
                  filing a new registration statement with the SEC which
                  includes the Additional Shares for resale, as contemplated by
                  Paragraph 3(f) and if a registration statement is filed, shall
                  use its best efforts to



                                       4
<PAGE>


                  cause such registration statement to be declared effective.
                  Such registration statement to cover Additional Shares shall
                  be filed (subject to compliance with applicable regulations
                  under the Act), as soon as practicable, but in all events
                  within 30 business days following its notice to the Trustee,
                  Ashabranner and its counsel of USTI's intent to deliver
                  Additional Shares.

         l.       In the event this Agreement is terminated, pursuant to
                  Paragraphs 3(g) and 3(j), the $50,000 cash payment made by
                  USTI pursuant to Paragraph 3(c) shall be retained by
                  Ashabranner and his counsel as liquidated damages, but such
                  amount shall be deemed a credit to any amount recovered by
                  Ashabranner as a result of this litigation.

         4. For the mutual consideration expressed in this Agreement Ashabranner
agrees to release, indemnify and hold harmless UST Delivery Systems, Inc. f/k/a
Corporate Express Delivery Systems, Inc., f/k/a U. S. Delivery Systems, Inc.,
Corporate Express, Inc., CEX Holdings, Inc., Corporate Express Delivery Systems
Southwest, Inc., United Shipping and Technology, Inc., and all of their
respective predecessors, successors, affiliates, parents, subsidiaries, agents,
employees, servants, attorneys, officers, partners, general or limited,
successors in interest, and all of their respective heirs, executors,
administrators, successors and assigns (all of which are collectively referred
to as the "UST Released Parties") of and from any and all causes of action,
claims, liabilities, demands made by anyone claiming by, through, or under
Ashabranner of whatever nature, whether known or unknown, past, present, or
future, whether contractual, statutory or in tort, or otherwise, arising out of
the Litigation, including but not limited to all claims that could have been
asserted in those proceedings, to which reference is expressly made -- save and
except for rights arising under this Agreement, which rights are expressly
retained. It is expressly agreed and understood that this release


                                       5
<PAGE>


applies not only to all claims arising out of the pending proceedings but also
to any and all other claims and causes of action that Ashabranner has or may
have against the UST Released Parties, including any claims for injuries or
damages of kind that at this time are unknown and unanticipated but that may
develop in the future from any event occurring prior to the date of this
Agreement.

         5. UST agrees to release, indemnify and hold harmless and all of his
heirs, executors, administrators, successors and assigns (all of which are
collectively referred to as the "Ashabranner Released Parties") of and from any
and all causes of action, claims, liabilities, demands made by anyone claiming
by, through, or under UST of whatever nature, whether known or unknown, past,
present, or future, whether contractual, statutory or in tort, or otherwise,
arising out of the Litigation, including but not limited to all claims that
could have been asserted in those proceedings, to which reference is expressly
made -- save and except for rights arising under this Agreement, which rights
are expressly retained. It is expressly agreed and understood that this release
applies not only to all claims arising out of the pending proceedings but also
to any and all other claims and causes of action that UST has or may have
against the Ashabranner Released Parties, including any claims for injuries or
damages of kind that at this time are unknown and unanticipated but that may
develop in the future from any event occurring prior to the date of this
Agreement.

         6. The Parties represent that they have been fully advised by the
counsel of their choosing regarding the meaning and effect of this Agreement,
that they rely wholly upon their own judgment, belief and knowledge of the
nature and extent of the damages


                                       6
<PAGE>


alleged and the liability questions involved in the Litigation, and covenant
that they have not been influenced to any extent whatsoever or induced to enter
this Agreement in reliance upon any statement, promise or representation of
another party or any of the other parties hereby released. The Parties, by their
signatures below, acknowledge that they have read this Agreement, that they
fully understand it, and that they have executed it of their own free will and
accord. The Parties further represent and warrant that:

         a.       They have not conveyed, transferred, assigned, pledged or
                  otherwise encumbered any of their rights in the claims
                  asserted in the Litigation, except for the interest
                  Ashabranner has previously conveyed to his attorneys, London &
                  Schaeffer, L.L.P. and as to which interest Ashabranner and
                  London & Schaeffer hereby agree to indemnify and hold harmless
                  the UST Released Parties from any and all claims.

         b.       There are no outstanding bills relating to any injury
                  attributable directly or indirectly to the claims in the
                  Litigation, and no statutory or common law liens exist to
                  secure payment for any such expenses;

         c.       They are fully competent and authorized to enter into this
                  Agreement and are doing so only after full consultation with
                  their counsel regarding the meaning and intent of this
                  Agreement and all of its terms.

         7. It is further expressly understood that by entering into this
Agreement, the Parties make no admission of any liability of any sort to one
another, which liability is expressly denied. Instead, this Agreement represents
a full and complete settlement of any and all disputes among the Parties, to
resolve once and for all every disputed claim that has been asserted or could
have been asserted arising from or related to the circumstances surrounding the
Litigation. This Agreement represents the complete


                                       7
<PAGE>


agreement of the Parties and the Parties have not agreed to do or omit to do
anything not expressly set forth in this Agreement.

         8. The Parties agree that although the specific terms of their
agreement shall remain confidential, upon inquiry each party is free to state
that they have resolved all of the outstanding disputes amicably and to their
mutual satisfaction.

         9. This Agreement shall be governed by the law of the State of Texas
and all parties hereby consent to the jurisdiction of the district courts of
Harris County, Texas regarding any disputes or disagreements which may later
arise regarding the enforcement, interpretation or construction of this
Agreement.

         10. This Agreement may be executed in multiple counterparts, each of
which when fully signed shall constitute an original document.

         Signed on the ______ day of April, 2000.

UST DELIVERY SYSTEMS, INC.

By:
   ----------------------------------
                             , its President
   --------------------------


Jack D. Ashabranner II.

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


                                       8
<PAGE>


APPROVED AS TO FORM & SUBSTANCE:

LONDON & SCHAEFFER, L.L.P.


By:
   ----------------------------------
   Richard London


COUNSEL FOR JACK D. ASHABRANNER II


ABRAMS SCOTT & BICKLEY, L.L.P.


By:
   ----------------------------------
   Barry Abrams

COUNSEL FOR UST DELIVERY SYSTEMS, INC.


                                       9
<PAGE>


                                    EXHIBIT A

                       IN THE UNITED STATES DISTRICT COURT
                       FOR THE SOUTHERN DISTRICT OF TEXAS
                                HOUSTON DIVISION

JACK D. ASHABRANNER II                 )
                                       )
                  Plaintiff            )
                                       )
vs.                                    ) Case No. H-98-1271
                                       ) JURY TRIAL DEMANDED
CORPORATE EXPRESS DELIVERY             )
SYSTEMS, INC. f/k/a U. S. DELIVERY     )
SYSTEMS, INC., CORPORATE               )
EXPRESS, INC., and CORPORATE           )
DELIVERY SYSTEMS-SOUTHWEST,            )
INC. F/K/A DISTRIBUTION                )
SOLUTIONS, INC.                        )
                                       )
                  Defendants           )

                                 FINAL JUDGMENT

         On this day the parties appeared through their respective counsel of
record to announce that the parties have resolved the pending litigation
amicably and agreed to its dismissal with prejudice. Accordingly,

         It is ordered that all of the claims asserted by each of the parties in
this action are dismissed with prejudice.

         All other relief not expressly granted is hereby denied.

         Each party shall bear its own costs of court.

         Signed on _______________________, 2000.



                                       ------------------------------------
                                       HONORABLE JOHN D. RAINEY
                                       UNITED STATES DISTRICT JUDGE

<PAGE>


APPROVED AS TO FORM & SUBSTANCE:

LONDON & SCHAEFFER

By:
   -----------------------------------
   Richard S. London
   STATE BAR NO. 1251330
   3118 Richmond, Suite 200
   Houston, Texas 77098
   (713) 524-7300
   (713) 528-5677 (telecopy)

COUNSEL FOR JACK D. ASHABRANNER II


ABRAMS SCOTT & BICKLEY, L.L.P.


By:
   -----------------------------------
   Barry Abrams
   State Bar No. 00822700
   600 Travis, Suite 6601
   Houston, Texas 77002
   (713) 228-6601
   (713) 228-6605 (telecopy)

   MAYER, BROWN & PLATT
   Alan N. Salpeter
   Caryn Jacobs
   Christina Egan
   190 South LaSalle Street
   Chicago, IL 60603
   (312) 782-0600
   (312) 701-7711 (telecopy)

COUNSEL FOR DEFENDANTS
CORPORATE EXPRESS DELIVERY SYSTEMS, INC.,
CORPORATE EXPRESS, INC., AND
CORPORATE EXPRESS DELIVERY SYSTEMS-SOUTHWEST, INC.


                                      A-2
<PAGE>


                                    EXHIBIT B



                               September 27, 2000


BY TELECOPY
-----------
Mr. Santos Trevino
Case Manager
American Arbitration Association
1750 Two Galleria Tower
13455 Noel Road
Dallas, Texas 75240-6636

         Re:    70 160 00265 99; JACK D. ASHABRANNER  II V. CORPORATE  EXPRESS
                DELIVERY SYSTEMS-SOUTHWEST, INC. F/K/A DISTRIBUTION SOLUTIONS,
                INC.; Before the American Arbitration Association

Dear Mr. Trevino:

         The parties have amicably resolved their pending dispute, agreed to
dismiss their respective claims with prejudice and agreed to assume
responsibility for their respective attorneys fees, costs and expenses in this
proceeding.

         Please notify the arbitrator of the parties' agreement and take the
necessary steps to have this proceeding dismissed.

         If you have any questions, please do not hesitate to contact us.

                                      Very truly yours,


                                      Richard London

                                      COUNSEL FOR JACK D. ASHABRANNER


                                      Barry Abrams

                                      Counsel for Corporate Express Delivery
                                      Systems-Southwest, Inc. f/k/a Distribution
                                      Solutions, Inc.

<PAGE>


                                    EXHIBIT C

          IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING: SIGNIFICANT
                     REPRESENTATIONS ARE CALLED FOR HEREIN.

                       UNITED SHIPPING & TECHNOLOGY, INC.

                             SUBSCRIPTION AGREEMENT
                                       AND
                           LETTER OF INVESTMENT INTENT


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

Ladies and Gentlemen:

         To induce you to issue shares of common stock (the "Shares") of United
Shipping & Technology, Inc., a Utah corporation (the "Company") to the
undersigned, the undersigned acknowledge and represent that:

         1. the undersigned have received and reviewed the following documents
from the Company:

                  *        10-KSB Report of the Company for the fiscal year
                           ended June 30, 1999.

                  *        10-QSB Report for the fiscal quarters ended October
                           2, 1999 and January 1, 2000.

                  *        The Company's 1999 Annual Report to Shareholders.

                  *        The Company's preliminary prospectus on Form S-3
                           filed with the Securities and Exchange Commission on
                           March 1, 2000 (Registration No. 333-31414).

                  *        The Company's preliminary proxy materials as filed
                           with the SEC on April 17, 2000 in connection with its
                           Annual Meeting to be held on May 22, 2000.

                  *        8-K Current Report of the Company, to disclose
                           certain audited and unaudited financial statements of
                           the courier operations of Corporate Express Delivery
                           Systems, Inc., as filed with the Securities and
                           Exchange Commission on October 8, 1999, and as
                           amended on December 8, 1999.

                  a. The undersigned is able to bear the economic risk of the
         investment in the Shares;

<PAGE>


                  b. The undersigned has knowledge and experience in financial
         and business matters, that it is capable of evaluating the merits and
         risks of the prospective investment in the Shares and that it is able
         to bear such risks.

                  c. The undersigned understands an investment in the Shares are
         speculative but believes that the investment is suitable based upon the
         undersigned's investment objectives and financial needs, and has
         adequate means for providing for the undersigned's current financial
         needs and contingencies, and has no need for liquidity of investment
         with respect to the Shares;

                  d. The undersigned has been given access to full and complete
         information regarding the Company (including the opportunity to meet
         with Company officers and review all the above written documents and
         such other documents as the undersigned may have requested in writing)
         and has utilized such access to the undersigned's satisfaction for the
         purpose of obtaining information in addition to, or verifying
         information included in, the Company Materials;

                  e. The undersigned recognizes that the Shares, as an
         investment, involve a high degree of risk, including, but not limited
         to, the risks described in the S-3 Registration under the heading "Risk
         Factors"; and

                  f. The undersigned realizes that (i) the purchase of Shares is
         a long-term investment; (ii) the purchasers of Shares must bear the
         economic risk of investment for an indefinite period of time because
         the Shares have not been registered under the Securities Act of 1933,
         as amended (the "Act") and, therefore, cannot be sold unless they are
         subsequently registered under the Act or an exemption from such
         registration is available; and (iii) the transferability of the Shares
         is restricted, and (A) requires the written consent of the Company, (B)
         requires conformity with the restrictions contained in paragraphs 4 and
         5 below, and (C) will be further restricted by a legend placed on the
         certificate(s) representing the Shares stating that the Shares have not
         been registered under the Act and referring to the restrictions on
         transferability of the Shares, and by stop transfer orders or notations
         on the Company's records referring to the restrictions on
         transferability.

         2. The undersigned has been advised that the Shares are not being
registered under the Act or relevant state securities laws pursuant to
exemptions from the Act and such laws, and that the Company's reliance upon such
exemptions is predicated in part on the undersigned's representations of the
undersigned to the Company contained herein. The undersigned represents and
warrants that the Shares are being purchased for his or her own account and for
investment and without the intention of reselling or redistributing the same,
that the undersigned has made no agreement with others regarding any of such
Shares and that his or her financial condition is such that it is not likely
that it will be necessary to dispose of any of such Shares in the foreseeable
future. The undersigned further represents and agrees that if, contrary to his
or her foregoing intentions, the undersigned should later desire to dispose of
or transfer any of such Shares in any manner, the undersigned shall not do so
without first obtaining (a) the opinion of counsel designated by the Company
that such proposed disposition or transfer lawfully may be made without the
registration of such Shares for such purpose pursuant to the Act, as then in
effect, and applicable state securities laws, or (b) such registrations (it
being


                                      C-2
<PAGE>


expressly understood that the Company shall not have any obligation to register
the Shares for such purpose).

         The undersigned agrees that the Company may place a following
         restrictive legend on the certificate(s) representing the Shares,
         containing substantially the following language:

                  The Shares represented by this Certificate were issued without
                  registration under the Securities Act of 1933, as amended (the
                  "Act"), and without registration under state securities laws,
                  in reliance upon exemptions contained in the Act and such
                  laws. No transfer of these Shares or any interest therein may
                  be made except pursuant to effective registration statements
                  under said laws unless this Corporation 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.

         The undersigned agrees and consents that the Company may place a stop
         transfer order on the Certificate(s) representing the Shares to assure
         the undersigned's compliance with this Agreement and the matters
         referenced above. The above legend will be removed if and when the
         Shares are registered under the Act.

         3. The undersigned acknowledges that the Company at a future date may
file a registration statement (the "Registration Statement") with the Securities
and Exchange Commission to facilitate an underwritten public offering of its
securities. The undersigned agrees that should such an initial public offering
be made and should the managing underwriter of such offering require, the
undersigned will not, without the prior written consent of the Company and such
underwriter, during the Lock Up Period as defined herein: (i) sell, transfer or
otherwise dispose of, or agree to sell, transfer or otherwise dispose of any of
the Shares beneficially held by the undersigned during the Lock Up Period; (ii)
sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise
dispose of any options, rights or warrants to purchase any of the Shares
beneficially held by the undersigned during the Lock Up Period; or (iii) sell or
grant, or agree to sell or grant, options, rights or warrants with respect to
any of the Shares. The foregoing does not prohibit gifts to donees or transfers
by will or the laws of descent to heirs or beneficiaries provided that such
donees, heirs and beneficiaries shall be bound by the restrictions set forth
herein. The term "Lock Up Period" shall mean the lesser of (x) 180 days or (y)
the period during which Company officers and directors are restricted by the
managing underwriter from effecting any sales or transfers of the Company's
Common Stock. The Lock Up Period shall commence on the effective date of the
underwritten offering. The obligation of the undersigned to abide by this
paragraph shall be operative only if the Company's executive officers are
similarly bound.

         4. The undersigned represents and warrants that the undersigned is a
bona fide resident of, and is domiciled in _______________.


                                      C-3
<PAGE>


         5. Accredited Status. The undersigned represents and warrants as
follows (CHECK IF APPLICABLE):


         _______  A.       The undersigned is an individual with a net worth, or
                           a joint net worth together with his or her spouse, in
                           excess of $1,000,000. (In calculating net worth, you
                           may include equity in personal property and real
                           estate, including your principal residence, cash,
                           short-term investments, stock and securities. Equity
                           in personal property and real estate should be based
                           on the fair market value of such property minus debt
                           secured by such property.)

         _______  B.       The undersigned is an individual with income in
                           excess of $200,000 in each of the prior two years and
                           reasonably expects an income in excess of $200,000 in
                           the current year.

         ________ C.       The undersigned is an individual who, with his or her
                           spouse, had joint income in excess of $300,000 in
                           each of the prior two years and reasonably expects
                           joint income in excess of $300,000 in the current
                           year.

         ________ D.       The undersigned is a director or executive officer of
                           RocketChips, Inc.

         ________ E.       The undersigned, if other than an individual, is an
                           entity all of whose equity owners meet one of the
                           tests set forth in (A) through (D) above.

         ________ F.       The undersigned is an entity, and is an "Accredited
                           Investor" as defined in Rule 501(a) of Regulation D
                           under the Act. This representation is based on the
                           following (check one or more, as applicable):

                           ________ 1.       The undersigned (or, in the case of
                                             a trust, the undersigned trustee)
                                             is a bank or savings and loan
                                             association as defined in Sections
                                             3(a)(2) and 3(a)(5)(A),
                                             respectively, of the Act acting
                                             either in its individual or
                                             fiduciary capacity.

                           ________ 2.       The undersigned is an insurance
                                             company as defined in section 2(13)
                                             of the Act.

                           ________ 3.       The undersigned is an investment
                                             company registered under the
                                             Investment Company Act of 1940 or a
                                             business development company as
                                             defined in Section 2(a)(48) of that
                                             Act.


                                      C-4
<PAGE>


                           ________ 4.       The undersigned is a Small Business
                                             Investment Company licensed by the
                                             United States Small Business
                                             Administration under Section 301(c)
                                             or (d) of the Small Business
                                             Investment Act of 1958.

                           ________ 5.       The undersigned is an employee
                                             benefit plan within the meaning of
                                             Title I of the Employee Retirement
                                             Income Security Act of 1974
                                             ("ERISA") and either (check one or
                                             more, as applicable):

                                       _____ a.       the investment decision is
                                                      made by a plan fiduciary,
                                                      as defined in Section
                                                      3(21) of ERISA, which is
                                                      either a bank, savings and
                                                      loan association,
                                                      insurance company, or
                                                      registered investment
                                                      advisor; or

                                       _____ b.       the employee benefit plan
                                                      has total assets in excess
                                                      of $5,000,000; or

                                       _____ c.       the plan is a
                                                      self-directed plan with
                                                      investment decisions made
                                                      solely by persons who are
                                                      "Accredited Investors" as
                                                      defined under the Act.

                           ________ 6.       The undersigned is a private
                                             business development company as
                                             defined in Section 202(a)(22) of
                                             the Investment Advisors Act of
                                             1940.

                           ________ 7.       The undersigned has total assets in
                                             excess of $5,000,000, was not
                                             formed for the specific purpose of
                                             acquiring Shares of the Company and
                                             is one or more of the following
                                             (check one or more, as
                                             appropriate):

                                       _____ a.       an organization described
                                                      in Section 501(c)(3) of
                                                      the Internal Revenue Code;
                                                      or


                                      C-5
<PAGE>


                                       _____ b.       a corporation; or

                                       _____ c.       a Massachusetts or similar
                                                      business trust; or

                                       _____ d.       a partnership.

                           ________ 8.       The undersigned is a trust with
                                             total assets exceeding $5,000,000
                                             which was not formed for the
                                             specific purpose of acquiring
                                             Shares of the Company and whose
                                             purchase is directed by a person
                                             who has such knowledge and
                                             experience in financial and
                                             business matters that the
                                             undersigned is capable of
                                             evaluating the merits and risks of
                                             the investment in the Shares.


                                      C-6
<PAGE>


                                 SIGNATURE PAGE

Dated: ______________________, 2000.


                                          ------------------------------------
Full Name                                 Full Name


                                          ------------------------------------
Signature (include title, if entity)      Signature (include title, if entity)

Type of Entity (if applicable):

_____ Corporation _____ Partnership

_____ Other __________________________
            (specify)

Type of Entity (if applicable):

_____ Corporation _____ Partnership

_____ Other __________________________
            (specify)


                                          ------------------------------------
Address                                   Address


                                          ------------------------------------
City, State and Zip Code                  City, State and Zip Code


                                          ------------------------------------
Mailing Address                           Mailing Address


                                          ------------------------------------
City, State and Zip Code                  City, State and Zip Code


                                          ------------------------------------
Tax Identification or Social              Tax Identification or Social
Security Number                           Security Number


                                      C-7
<PAGE>


                       IN THE UNITED STATES DISTRICT COURT
                       FOR THE SOUTHERN DISTRICT OF TEXAS
                                HOUSTON DIVISION

JACK D. ASHABRANNER II            )
                                  )
         PLAINTIFF,               )
                                  ) CASE NO. H-98-1271
VS.                               ) JURY TRIAL DEMANDED
                                  )
CORPORATE EXPRESS DELIVERY        )
SYSTEMS, INC. f/k/a/ DELIVERY     )
SYSTEMS, INC., CORPORATE          )
DELIVERY SYSTEMS-SOUTHWEST,       )
INC., f/k/a DISTRIBUTION          )
SOLUTIONS, INC.                   )

         DEFENDANTS.

             AMENDMENT TO MUTUAL RELEASE AND CONTRACT OF SETTLEMENT

         1. The parties to this Amendment to the Mutual Release and Contract of
Settlement signed June 20, 2000 (the "Amended Agreement") are Jack D.
Ashabranner II ("Ashabranner") and UST Delivery Systems, Inc., f/k/a Corporate
Express Delivery Systems, Inc., f/k/a U. S. Delivery Systems, Inc., ("UST")
(Ashabranner and UST are collectively referred to herein as the "Parties") and
United Shipping & Technology, Inc. a Utah Corporation ("USTI"), parent
corporation of UST.

         2. The Parties agree to amend the Mutual Release and Contract of
Settlement signed June 20, 2000 (the "Agreement") in the following respects:

         a.       The first sentence of Paragraph 3(d) of the Agreement is
                  amended to read as follows:

                  "Within five (5) business days after the execution of the
                  Amendment to Mutual Release and Contract of Settlement USTI
                  will issue and deliver to American Stock Transfer and Trust
                  Company ("Escrow Agent"), for the benefit of Ashabranner and L
                  & S, jointly, 100,000 shares of USTI common stock, par value
                  $.0004 per share (hereafter the "Stock")."

<PAGE>


         b.       Paragraph 3(e) of the Agreement is amended to read as follows:

                  "e.      Monthly Payments by USTI

                  In the event the Registration Statement is not declared
                  effective by the SEC on or before August 8, 2000, such that
                  all restrictions on the resale of the Stock to the public
                  shall be immediately removed and the Stock transferred from
                  the Escrow Agent to Ashabranner and L & S (the "Transfer"),
                  Ashabranner and L & S shall be entitled to receive interest
                  payable monthly (the "Monthly Payment") on the principal sum
                  of $550,000, calculated at an annual rate equal to the prime
                  rate of interest charged by the Bank of America, plus one
                  percent (1%) (based upon a 365-day year), commencing with the
                  execution date hereof and continuing from month to month until
                  the date this Agreement is terminated by Ashabranner (the
                  "Termination date") or the date the Transfer takes place,
                  whichever occurs first. The first Monthly Payment of interest
                  for the period from the date of execution hereof until July
                  31, 2000, shall be due and payable on or before the tenth day
                  of August, 2000, and any additional Monthly Payments due
                  thereafter shall be due and payable on or before the tenth day
                  of each month following the month for which interest is due.
                  If the Transfer or Termination date fall before the end of a
                  month, the interest due shall be prorated accordingly, and due
                  and payable within ten days following the Transfer or
                  Termination Date. Such Monthly Payments shall be payable by
                  check, cashier's check or wire transfer. UST shall be deemed
                  in default of this provision only if UST fails to pay any
                  interest installment within 5 days after receipt of written
                  notice of nonpayments from either Ashabranner or L & S."

         c.       Paragraph 3(g) of the Agreement is amended to read as follows:

                  "g.      Termination by Ashabranner

                  "At any time after August 31, 2000, but prior to the effective
                  date of the registration Statement, Ashabranner may, upon
                  written notice to the Escrow Agent and UST, declare this
                  Agreement terminated. In the event this Agreement is
                  terminated by Ashabranner:

                           (i)      The Order of Dismissal shall be returned to
                                    Ashabranner; the restrictions of Paragraph
                                    3(a)(ii) are terminated and parties shall
                                    inform the Court that this Agreement has
                                    terminated:

                           (ii)     The $50,000 cash payout made by UST pursuant
                                    to Paragraph 3(c) and all Monthly Payments
                                    of interest due hereunder as of the
                                    Termination Date shall be retained by
                                    Ashabranner as liquidated damages, but such
                                    amount shall be deemed a credit against any
                                    amount recovered by Ashabranner as a result
                                    of a judicial determination of the
                                    Litigation; and

<PAGE>


                           (iii)    The releases of the Parties under sections 4
                                    and 5 hereof shall be null and void."

         3. This Amended Agreement may be executed in multiple counterparts,
each of which when fully signed shall constitute an original document.

         Signed on the 31st day of July, 2000



         UST DELIVERY SERVICES, INC.          UNITED SHIPPING & TECHNOLOGY, INC.

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

         Title:                               Title:
               -------------------------            --------------------------