UNITED SHIPPING & TECHNOLOGY INC
EXHIBIT 10.1 - AMENDED AND RESTATED REGISTRATION
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<TYPE>EX-10
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<FILENAME>0012.txt
<DESCRIPTION>EXHIBIT 10.1 - AMENDED AND RESTATED REGISTRATION
                                RIGHTS AGREEMENT
<TEXT>



                                                                EXECUTION COPY

              AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

            AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this
"Agreement"), dated as of September 1, 2000, among UNITED SHIPPING &
TECHNOLOGY, INC., a Utah corporation (the "Company"), TH LEE.PUTNAM
INTERNET PARTNERS, L.P., a Delaware limited partnership ("THLI"), TH
LEE.PUTNAM INTERNET PARALLEL PARTNERS, L.P., a Delaware limited partnership
("THLIP"), THLi COINVESTMENT PARTNERS LLC ("THLI COINVEST"), a Delaware
limited liability company, and BLUE STAR I, LLC ("BLUE STAR"), a Delaware
limited liability company and together with THLI, THLIP, THLI COINVEST, the
"Investors"). Capitalized terms used herein but not otherwise defined have
the meaning set forth in Section 1 hereof.

            WHEREAS, THLI, THLIP and the Company entered into a Securities
Purchase Agreement, dated as of May 15, 2000 (as amended, restated or
modified from time to time, the "Previous Purchase Agreement"), pursuant to
which THLI and THLIP purchased from the Company certain shares of the
Company's Series B Convertible Preferred Stock, par value $0.004 per share
(the "Series B Preferred Stock").

            WHEREAS, the Investors and the Company have entered into a
Securities Purchase Agreement, dated as of September 1, 2000 (as amended,
restated or modified from time to time, the "Purchase Agreement"), pursuant
to which the Investors have agreed to purchase from the Company certain
shares of the Company's Series C Convertible Preferred Stock, par value
$0.004 per share (the "Series C Preferred Stock").

            WHEREAS, the Company granted to THLI and THLIP certain
registration rights with respect to the Series B Preferred Stock as set
forth in a Registration Rights Agreement (the "Registration Agreement")
dated as of May 31, 2000. THLI and THLIP hereby desire for this Agreement
to replace and supersede the Registration Agreement with respect to their
rights under such Agreement.

            WHEREAS, the Company desires to amend and restate the
Registration Agreement and to grant the Investors certain registration
rights with respect to the Series B Preferred Stock and the Series C
Preferred Stock as set forth herein.

            NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

            1.    Definitions.

            "Business Day" means any day other than a Saturday, a Sunday or
a day on which banks in New York City are authorized or obligated by law or
executive order to close.

            "Commission" means the United States Securities and Exchange
Commission, or any successor Commission or agency having similar powers.

            "Common Stock" means the Common Stock of the Company, $0.004
par value per share.

            "Existing Registrable Securities" means, collectively, (i) the
Common Stock issued or issuable (A) upon exercise of the Warrant To
Purchase Shares of Common Stock of United Shipping & Technology, Inc., or
upon conversion of the 9% Convertible Subordinated Notes, in each case
dated as of April 25, 2000 and issued by the Company to J. Iver & Company,
(B) upon conversion of the Convertible Subordinated Promissory Note, dated
as of September 24, 1999, issued by the Company to CEX Holdings, Inc., and
(C) upon exercise of the Warrant To Purchase Shares of Common Stock of
United Shipping & Technology, Inc., dated as of September 24, 1999, issued
by the Company to Bayview Capital LP, and (ii) any Common Stock issued or
issuable with respect to the securities referred to in clause (i) above by
way of a stock dividend or stock split, or in connection with a combination
of shares, recapitalization, merger, consolidation or other reorganization;
provided, that any particular Existing Registrable Securities shall cease
to be Existing Registrable Securities upon the Company no longer having any
contractual obligation to register such securities under the Securities Act
pursuant to their respective written terms as in effect on the date hereof.

            "Registrable Securities" means (i) any Common Stock issued upon
the conversion of any shares of Series B Preferred Stock and/or Series C
Preferred Stock issued or issuable to the Investors pursuant to the
Previous Purchase Agreement and the Purchase Agreement (whether held by the
Investor or any successors or assignees of the Investor), (ii) any other
shares of Common Stock held by the Persons referred to in clause (i), and
(iii) any Common Stock issued or issuable with respect to the securities
referred to in clauses (i) or (ii) by way of a stock dividend or stock
split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization. For purposes of this
Agreement, a Person will be deemed to be a holder of Registrable Securities
whenever such Person has the right to acquire directly or indirectly such
Registrable Securities (upon conversion or exercise in connection with a
transfer of securities or otherwise, but disregarding any restrictions or
limitations upon the exercise of such right), whether or not such
acquisition has actually been effected. For purposes of calculating the
percentage of Registrable Securities for voting purposes, the Preferred
Stock shall be deemed to have been converted at the then applicable
conversion price. As to any particular Registrable Securities, such
securities will cease to be Registrable Securities when they have been
distributed to the public pursuant to an offering registered under the
Securities Act or sold to the public through a broker, dealer or market
maker in compliance with Rule 144 under the Securities Act (or any similar
rule then in force).

            "Registration Expenses" has the meaning set forth in Section
6(a) hereof.

            "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

            2.    Demand Registrations.

            (a) Requests for Registration. Subject to paragraph 2(b) below,
the holders of a majority of the Registrable Securities may request, at any
time and from time to time, registration under the Securities Act of 1933,
as amended (the "Securities Act"), of all or part of their Registrable
Securities on Form S-1 or any similar long-form registration ("Long-Form
Registrations"), and each holder of Registrable Securities may request
registration under the Securities Act of all or part of their Registrable
Securities on Form S-2 or S-3 or any similar short-form registration
("Short-Form Registrations"), if available. Each request for a Demand
Registration (as defined below) shall specify the approximate number of
Registrable Securities requested to be registered and the anticipated per
share price range for such offering. Within ten (10) days after receipt of
any such request, the Company will give written notice of such requested
registration to all other holders of Registrable Securities and will
include in such registration all Registrable Securities with respect to
which the Company has received written requests for inclusion therein
within twenty (20) days after the receipt of the Company's notice. All
registrations requested pursuant to this paragraph 2(a) are referred to
herein as "Demand Registrations".

            (b) Long-Form Registrations. Subject to paragraph 1(a), the
holders of Regis trable Securities will be entitled to request up to three
(3) Long-Form Registrations in which the Company will pay all Registration
Expenses. A registration will not count as one of the permitted Long-Form
Registrations until it has become effective, and no Long-Form Registration
will count as one of the permitted Long-Form Registrations unless the
holders of the Registrable Securities are able to register and sell at
least 90% of the Registrable Securities requested to be included in such
registration.

            (c) Short-Form Registrations. In addition to the Long-Form
Registrations provided pursuant to paragraph 1(b), the holders of
Registrable Securities will be entitled to request an unlimited number of
Short Form Registrations in which the Company will pay all Registration
Expenses; provided, that the holders of Registrable Securities shall not be
entitled to require the Company to effect any Short-Form Registration if
the aggregate offering price of Registrable Securities (based on the
mid-point of the price range specified in the request for such Short-Form
Registration) to be included in such Short-Form Registration is less than
$1,000,000. Demand Registrations will be Short-Form Registrations whenever
the Company is permitted to use any applicable short form. The Company will
use its best efforts to make Short-Form Registrations on Form S-3 available
for the sale of Registrable Securities.

            (d) Priority on Demand Registrations. If a Demand Registration
is an underwritten offering and the managing underwriters advise the
Company in writing that in their opinion the number of Registrable
Securities and, if permitted hereunder, other securities requested to be
included in such offering exceeds the number of Registrable Securities and
other securities, if any, which can be sold therein without adversely
affecting the marketability of the offering, the Company will include in
such registration (i) first, the number of Registrable Securities requested
to be included in such Demand Registration pro rata, if necessary, among
the holders of Registrable Securities based on the number of Registrable
Securities owned by each such holder, (ii) second, any other securities of
the Company requested to be included in such Demand Registration.

            (e) Restrictions on Demand Registrations. The Company will not
be obligated to effect any Demand Registration within sixty (60) days after
the effective date of a previous registration of equity securities by the
Company. The Company may postpone for up to ninety (90) days the filing or
the effectiveness of a registration statement for a Demand Registration if
the Company's Board of Directors determines in good faith that such Demand
Registration would reasonably be expected to be seriously detrimental to
the Company and its shareholders; provided, that in such event, (i) the
Company shall give written notice to the holders of Registrable Securities
as soon after such determination as practicable, but in any event within
ten (10) days thereafter, (ii) the holders of Registrable Securities
initially requesting such Demand Registration will be entitled to withdraw
such request and such Demand Registration will not count as one of the
permitted Demand Registrations hereunder and the Company will pay all
Registration Expenses in connection with such registration and (iii) the
Company may postpone a Demand Registration pursuant hereto only once in any
365-day period.

            (f) Selections of Underwriters. If any Demand Registration is
an underwritten offering, the selection of investment banker(s) and
manager(s) for the offering, which investment banker(s) and manager(s)
shall be nationally recognized, shall be made by the holders of a majority
of the Registrable Securities initially requesting such registration,
subject to the Company's approval which shall not be unreasonably withheld.

            (g) Other Registration Rights. Except as provided in this
Agreement, the Company shall not grant to any Persons the right to request
the Company to register any equity securities of the Company, or any
securities convertible or exchangeable into or exercisable for such
securities, without the prior written consent of the holders of at least a
majority of the Registrable Securities.

            3.    Piggyback Registrations.

            (a) Right to Piggyback. Whenever the Company proposes to
register any of its securities under the Securities Act (other than
pursuant to a Demand Registration) and the registration form to be used may
be used for the registration of Registrable Securities (a "Piggyback
Registration"), the Company will give prompt written notice to all holders
of Registrable Securities of its intention to effect such a registration
and will include in such registration all Registrable Securities with
respect to which the Company has received written requests for inclusion
therein within twenty (20) days after the receipt of the Company's notice.

            (b) Piggyback Expenses. The Registration Expenses of the
holders of Registrable Securities will be paid by the Company in all
Piggyback Registrations.

            (c) Priority on Primary Registrations. If a Piggyback
Registration is an underwritten primary registration on behalf of the
Company, and the managing underwriters advise the Company in writing that
in their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering without
adversely affecting the marketability of the offering, the Company will
include in such registration (i) first, the securities the Company proposes
to sell, and (ii) second, the Registrable Securities and Existing
Registrable Securities requested to be included in such Piggyback
Registration, pro rata, if necessary, among the holders of such Registrable
Securities and Existing Registrable Securities on the basis of the number
of Registrable Securities and Existing Registrable Securities owned by each
such holder and (iii) third, other securities requested to be included in
such Piggyback Registration.

            (d) Priority on Secondary Registrations. If a Piggyback
Registration is an underwritten secondary registration on behalf of holders
of the Company's securities, and the managing underwriters advise the
Company in writing that in their opinion the number of securities requested
to be included in such registration exceeds the number which can be sold in
such offering without adversely affecting the marketability of the
offering, the Company will include in such Piggyback Registration (i)
first, the securities requested to be included therein by the holders
requesting such registration, (ii) second, the Registrable Securities and
Existing Registrable Securities requested to be included in such Piggyback
Registration, pro rata among the holders of such Registrable Securities and
Existing Registrable Securities on the basis of the number of Registrable
Securities and Existing Registrable Securities owned by each such holder
and (iii) third, other securities requested to be included in such
Piggyback Registration.

            (e) Selection of Underwriters. If any Piggyback Registration is
an underwritten offering, the selection by the Company of investment
banker(s) and manager(s), which investment banker(s) and manager(s) shall
be nationally recognized, for the offering must be approved by the holders
of a majority of the Registrable Securities included in such Piggyback
Registration, which approval shall not be unreasonably withheld.

            4.    Holdback Agreements.

            (a) Each holder of Registrable Securities agrees not to effect
any public sale or distribution (including sales pursuant to Rule 144) of
equity securities of the Company, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven (7) days
prior to and the ninety (90)-day period beginning on the effective date of
any underwritten Demand Registration or any underwritten Piggyback
Registration in which Registrable Securities are included (except as part
of such underwritten registration), unless the underwriters managing the
registered public offering otherwise agree.

            (b) The Company agrees not to effect any public sale or
distribution of its equity securities, or any securities convertible into
or exchangeable or exercisable for such securities, during the seven (7)
days prior to and during the ninety (90)-day period beginning on the
effective date of any underwritten Demand Registration or any underwritten
Piggyback Registration (except as part of such underwritten registration or
pursuant to registrations on Form S-8 or any successor form), unless the
underwriters managing the registered public offering otherwise agree.

            5. Registration Procedures. Whenever the holders of Registrable
Securities have requested that any Registrable Securities be registered
pursuant to this Agreement, the Company will use its best efforts to effect
the registration and the sale of such Registrable Securities in accordance
with the intended method of disposition thereof including the registration
of common stock that may be obtained upon conversion of Preferred Stock
held by a holder of Registrable Securities requesting registration, and
pursuant thereto the Company will as expeditiously as possible:

            (a) prepare and file (in the case of a Demand Registration not
more than ninety (90) days after request therefor) with the Commission a
registration statement with respect to such Registrable Securities and use
its best efforts to cause such registration statement to become effective
(provided that as far in advance as practicable before filing a
registration statement or prospectus or any amendments or supplements
thereto, the Company will furnish to the counsel selected by the holders of
a majority of the Registrable Securities covered by such registration
statement copies of all such documents proposed to be filed, which
documents will be subject to the review of such counsel);

            (b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective for a period of not less than one hundred and eighty
(180) days and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of
disposition by the sellers thereof set forth in such registration
statement;

            (c) furnish to each seller of Registrable Securities such
number of copies of such registration statement, each amendment and
supplement thereto, the prospectus included in such registration statement
(including each preliminary prospectus) and such other documents as such
seller may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such seller;

            (d) use its best efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other
acts and things which may be reasonably necessary or advisable to enable
such seller to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such seller (provided that the Company will
not be required to (i) qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this
subparagraph, (ii) subject itself to taxation in any such jurisdiction or
(iii) consent to general service of process in any such jurisdiction);

            (e) notify each seller of such Registrable Securities, at any
time when a prospectus relating thereto is required to be delivered under
the Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue
statement of a material fact or omits any fact necessary to make the
statements therein not misleading, and, at the request of any such seller,
the Company will prepare a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus will not contain an untrue statement of a
material fact or omit to state any fact necessary to make the statements
therein not misleading;

            (f) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are
then listed and, if not so listed, to be listed on the National Association
of Securities Dealers automated quotation system;

            (g) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such
registration statement;

            (h) enter into such customary agreements (including
underwriting agreements in customary form) and take all such other actions
as the holders of a majority of the Registrable Securities being sold or
the underwriters, if any, reasonably request in order to expedite or
facilitate the disposition of such Registrable Securities (including,
without limitation, effecting a stock split or a combination of shares);

            (i) make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition pursuant to
such registration statement and any attorney, accountant or other agent
retained by any such seller or underwriter, all financial and other
records, pertinent corporate documents and properties of the Company, and
cause the Company's officers, directors, employees and independent
accountants to supply all information reasonably requested by any such
seller, underwriter, attorney, accountant or agent in connection with such
registration statement;

            (j) permit any holder of Registrable Securities which holder,
in its sole and exclusive judgment, might be deemed to be an underwriter or
a controlling person of the Company, to participate in the preparation of
such registration or comparable statement and to require the insertion
therein of material, furnished to the Company in writing, which in the
reasonable judgment of such holder and its counsel should be included;

            (k) in the event of the issuance of any stop order suspending
the effectiveness of a registration statement, or of any order suspending
or preventing the use of any related prospectus or suspending the
qualification of any common stock included in such registration statement
for sale in any jurisdiction, the Company will promptly notify the holders
of Registrable Securities and will use its reasonable best efforts promptly
to obtain the withdrawal of such order;

            (l) obtain a cold comfort letter from the Company's independent
public accountants in customary form and covering such matters of the type
customarily covered by cold comfort letters as the holders of a majority of
the Registrable Securities being sold reasonably request; and

            (m) in connection with an underwritten public offering, (i)
cooperate with the selling holders of Registrable Securities, the
underwriters participating in the offering and their counsel in any due
diligence investigation reasonably requested by the selling holders or the
underwriters in connection therewith and (ii) participate, to the extent
reasonably requested by the managing underwriter for the offering or the
selling holder, in efforts to sell the Registrable Securities under the
offering (including, without limitation, participating in "roadshow"
meetings with prospective investors) that would be customary for
underwritten primary offerings of a comparable amount of equity securities
by the Company.

            6.    Registration Expenses.

            (a) All expenses incident to the Company's performance of or
compliance with this Agreement, including without limitation all
registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery
expenses, and fees and disbursements of counsel for the Company and all
independent certified public accountants, underwriters (excluding discounts
and commissions) and other Persons retained by the Company (all such
expenses being herein called "Registration Expenses"), will be borne as
provided in this Agreement, except that the Company will, in any event, pay
its internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting
duties), the expense of any annual audit or quarterly review, the expense
of any liability insurance and the expenses and fees for listing the
securities to be registered on each securities exchange on which similar
securities issued by the Company are then listed or on the National
Association of Securities Dealers automated quotation system. The Company
shall not be required to pay an underwriting discount with respect to any
shares being sold by any party other than the Company in connection with an
underwritten public offering of any of the Company's securities pursuant to
this Agreement.

            (b) In connection with each Demand Registration and each
Piggyback Registration, the Company will reimburse the holders of
Registrable Securities covered by such registration for the reasonable fees
and disbursements of one counsel chosen by the holders of a majority of the
Registrable Securities initially requesting such registration.

            (c) The Company will reimburse the holders of Registrable
Securities for the reasonable fees and expenses (including the fees and
expenses of counsel chosen by the holders of a majority of the Registrable
Securities) incurred by such holders in enforcing any of their rights under
this Agreement.

            7.    Indemnification.

            (a) Indemnification of Selling Stockholders by the Company. The
Company agrees to indemnify and hold harmless each holder of Registrable
Securities which are registered pursuant hereto (each a "Selling
Stockholder") and each person, if any, who controls any Selling Stockholder
within the meaning of Section 15 of the Securities Act or Section 20 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
follows:

                   (i) against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, arising out of any untrue statement or
alleged untrue statement of a material fact contained in the registration
statement (or any amendment thereto), or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to
make the statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus or the prospectus (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

                  (ii) against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission; provided, that subject to Section
7(d) below any such settlement is effected with the prior written consent
of the Company; and

                 (iii) against any and all expense whatsoever, as incurred
(including the fees and disbursements of counsel chosen by such Selling
Stockholder), reasonably incurred in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, to the extent that any such expense
is not paid under (i) or (ii) above;

Notwithstanding the foregoing, this indemnity agreement shall
not apply to any loss, liability, claim, damage or expense to the extent
arising out of any untrue statement or omission or alleged untrue statement
or omission made in reliance upon and in conformity with written
information furnished to the Company by the Selling Stockholder expressly
for use in the registration statement (or any amendment thereto), or any
preliminary prospectus or the prospectus (or any amendment or supplement
thereto) or by such Selling Stockholder's failure to deliver a copy of the
registration statement or prospectus or any amendments or supplements
thereto after the Company has furnished such Selling Stockholder with a
sufficient number of copies of the same.

            (b) Indemnification of Company by the Selling Stockholders.
Each Selling Stockholder, severally and not jointly, agrees to indemnify
and hold harmless the Company, its directors, each of its officers who
signed the registration statement and each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act, against any and all loss, liability, claim, damage
and expense described in the indemnity contained in Section 7(a) above, as
incurred, but only with respect to untrue or alleged untrue statements or
omissions made in the registration statement (or any amendment thereto), or
any preliminary prospectus or any prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with written
information furnished to the Company by or on behalf of such Selling
Stockholder with respect to such Selling Stockholder expressly for use in
the registration statement (or any amendment or supplement thereto);
provided, that such Selling Stockholder's aggregate liability under this
Section 7 shall be limited to an amount equal to the net proceeds (after
deducting the underwriting discount, but before deducting expenses)
received by such Selling Stockholder from the sale of Registrable
Securities pursuant to a registration statement filed pursuant to this
Agreement.

            (c) Actions against Parties; Notification. Each indemnified
party shall give notice as promptly as reasonably practicable to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof
and in any event shall not relieve it from any liability which it may have
otherwise than on account of this indemnity agreement. In the case of
parties indemnified pursuant to Section 7(a), counsel to the indemnified
parties shall be selected by the Company, subject to the approval of the
holders of a majority of the Registrable Securities included in a
registration hereunder, which shall not be unreasonably withheld and, in
the case of parties indemnified pursuant to Section 7(b), counsel to the
indemnified parties shall be selected by the Company. An indemnifying party
may participate at its own expense in the defense of any such action and
counsel to the indemnifying party shall also be counsel for the indemnified
parties; provided, that if under applicable principals of legal ethics,
there is a conflict of interest that prohibits such counsel from
representing the indemnifying parties as well as the indemnified parties,
the indemnifying parties shall be liable for fees and expenses of one
additional counsel (in addition to any local counsel) separate from their
own counsel for all indemnified parties in connection with any one action
or separate but similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances. No indemnifying party
shall, without the prior written consent of the indemnified parties, settle
or compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever in respect of
which indemnification or contribution could be sought under this Section 7
(whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising
out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.

            (d) Settlement without Consent. If at any time an indemnified
party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature
contemplated by Section 7(a)(ii) effected without its written consent if
(i) such settlement is entered into more than forty-five (45) days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such
settlement at least thirty (30) days prior to such settlement being entered
into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.

            (e)   Contribution.

                   (i) If a claim for indemnification under Section 7(a) or
7(b) is unavailable to an indemnified party because of a failure or refusal
of a governmental authority to enforce such indemnification in accordance
with its terms (by reason of public policy or otherwise), then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a
result of such losses, in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in
connection with the actions, statements or omissions that resulted in such
losses as well as any other relevant equitable considerations. The relative
fault of such indemnifying party and indemnified party shall be determined
by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or
omission or alleged omission of a material fact, has been taken or made by,
or relates to information supplied by, such indemnifying party or
indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action, statement or
omission. The amount paid or payable by a party as a result of any losses
shall be deemed to include, subject to the limitations set forth in this
Section, any reasonable attorneys' or other reasonable fees or expenses
incurred by such party in connection with any proceeding to the extent such
party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such party in
accordance with its terms.

                  (ii) The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 7(e) were determined
by pro rata allocation or by any other method of allocation that does not
take into account the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding the provisions of this
Section 7(e), a holder shall not be required to contribute, in the
aggregate, any amount in excess of the amount by which the proceeds
actually received by such holder from the sale of the Registrable
Securities subject to the proceeding exceeds the amount of any damages that
the holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No Person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.

                 (iii) The indemnity and contribution agreements contained
in this Section are in addition to any liability that the indemnifying
parties may have to the indemnified parties.

            8. Participation in Underwritten Registrations. No Person may
participate in any registration hereunder which is underwritten unless such
Person (a) agrees to sell such Person's securities on the basis provided in
any underwriting arrangements approved by the Person or Persons entitled
hereunder to approve such arrangements and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements
and other documents required under the terms of such underwriting
arrangements; provided, that no holder of Registrable Securities included
in any underwritten registration shall be required to make any
representations or warranties to the Company or the underwriters other than
representations and warranties regarding such holder, such holder's
Registrable Securities and such holder's intended method of distribution or
to undertake any indemnification obligations to the Company or the
underwriters with respect thereto, except as otherwise provided in Section
7 hereof.

            9.    Miscellaneous.

            (a) No Inconsistent Agreements. The Company will not hereafter
enter into any agreement with respect to its securities which is
inconsistent with or violates the rights granted to the holders of
Registrable Securities in this Agreement. To the extent that any
registration rights previously granted by the Company remain in effect and
are inconsistent with the rights granted to the Registrable Securities in
this Agreement, upon any registration of Registrable Securities hereunder,
the Company shall use its best efforts to seek a waiver, consent or
amendment of such existing rights in order to provide the holders of
Registrable Securities with the benefits and priorities set forth in this
Agreement.

            (b) Adjustments Affecting Registrable Securities. The Company
will not take any action, or permit any change to occur, with respect to
its securities which would materially and adversely affect the ability of
the holders of Registrable Securities to include such Registrable
Securities in a registration undertaken pursuant to this Agreement or which
would materially and adversely affect the marketability of such Registrable
Securities in any such registration (including, without limitation,
effecting a stock split or a combination of shares).

            (c) Remedies. Any Person having rights under any provision of
this Agreement will be entitled to enforce such rights specifically to
recover damages caused by reason of any breach of any provision of this
Agreement and to exercise all other rights granted by law. The parties
hereto agree and acknowledge that money damages may not be an adequate
remedy for any breach of the provisions of this Agreement and that any
party may in its sole discretion apply to any court of law or equity of
competent jurisdiction (without posting any bond or other security) for
specific performance and for other injunctive relief in order to enforce or
prevent violation of the provisions of this Agreement.

            (d) Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement may be amended or waived only upon
the prior written consent of the Company and holders of at least a majority
of the Registrable Securities. The failure of any party to enforce any of
the provisions of this Agreement shall in no way be construed as a waiver
of such provisions and shall not affect the right of such party thereafter
to enforce each and every provision of this Agreement in accordance with
its terms.

            (e) Successors and Assigns. All covenants and agreements in
this Agreement by or on behalf of any of the parties hereto will bind and
inure to the benefit of the permitted respective successors and assigns of
the parties hereto whether so expressed or not. In addition, whether or not
any express assignment has been made, the provisions of this Agreement
which are for the benefit of purchasers or holders of Registrable
Securities are also for the benefit of, and enforceable by, any subsequent
holder of Registrable Securities.

            (f) Notices. All notices, requests, consents and other
communications provided for herein shall be in writing and shall be (i)
delivered in person, (ii) transmitted by telecopy, (iii) sent by
first-class, registered or certified mail, postage prepaid, or (iv) sent by
reputable overnight courier service, fees prepaid, to the recipient at the
address or telecopy number set forth below, or such other address or
telecopy number as may hereafter be designated in writing by such
recipient. Notices shall be deemed given upon personal delivery, seven days
following deposit in the mail as set forth above, upon acknowledgment by
the receiving telecopier or one day following deposit with an overnight
courier service.

                  If to the Company:

                        United Shipping & Technology, Inc.
                        9850 51st Avenue North
                        Suite 110
                        Plymouth, MN  55442
                        Telecopy:   (612) 941-6440
                        Attention:  Kenneth Zigrino

                        with a copy to (which shall not constitute notice to
                        the Company):

                        Skadden, Arps, Slate, Meagher & Flom LLP
                        Four Times Square
                        New York, NY 10036
                        Telecopy:   (212) 735-2000
                        Attention:  Mark C. Smith

                  If to the Investors:

                        c/o TH Lee.Putnam Internet Fund Advisors, L.P.
                        200 Madison Avenue
                        Suite 2225
                        New York, NY 10016
                        Telecopy:   (212) 951-8655
                        Attention:  Douglas Hsieh

                        with a copy to (which shall not constitute notice to
                        any Investor):

                        Kirkland & Ellis
                        153 East 53rd Street
                        New York, NY  10022
                        Telecopy:   (212) 446-4900
                        Attention:  Eunu Chun

or such other address or to the attention of such other Person as the
recipient party shall have specified by prior written notice to the sending
party.

            (g) Interpretation of Agreement; Severability. The provisions
of this Agreement shall be applied and interpreted in a manner consistent
with each other so as to carry out the purposes and intent of the parties
hereto, but if for any reason any provision hereof is determined to be
unenforceable or invalid, such provision or such part thereof as may be
unenforceable or invalid shall be deemed severed from the Agreement and the
remaining provisions carried out with the same force and effect as if the
severed provision or part thereof had not been a part of this Agreement.

            (H) GOVERNING LAW. THE CORPORATE LAW OF THE STATE OF UTAH SHALL
GOVERN ALL ISSUES CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS
STOCKHOLDERS. ALL OTHER PROVISIONS OF THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS OR CHOICE OF
LAW OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION WHICH WOULD RESULT
IN THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF
NEW YORK.

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

            (j) Entire Agreement. This document, the Purchase Agreement and
the "Related Documents" (as defined in the Purchase Agreement) embodies the
complete agreement and understanding among the parties hereto with respect
to the subject matter hereof and supersede and preempt any prior
understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any
way.

            (k) Waiver of Jury Trial. The parties to this Agreement each
hereby waives, to the fullest extent permitted by law, any right to trial
by jury of any claim, demand, action, or cause of action (i) arising under
this Agreement or (ii) in any way connected with or related or incidental
to the dealings of the parties hereto in respect of this Agreement or any
of the transactions related hereto, in each case whether now existing or
hereafter arising, and whether in contract, tort, equity, or otherwise. The
parties to this Agreement each hereby agrees and consents that any such
claim, demand, action, or cause of action shall be decided by court trial
without a jury and that the parties to this Agreement may file an original
counterpart of a copy of this Agreement with any court as written evidence
of the consent of the parties hereto to the waiver of their right to trial
by jury.

                           *     *     *     *    *



            IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of the date first written above.


                              UNITED SHIPPING & TECHNOLOGY, INC.


                              By: /s/ Peter C. Lytle
                                 ______________________________________
                              Name:
                              Title:

                              TH LEE.PUTNAM INTERNET PARTNERS, L.P.

                              By:  TH Lee.Putnam Internet Fund Advisors, L.P.
                              Its: General Partner

                              By: /s/ James Brown
                                 ______________________________________
                              Name:  James Brown
                              Title: Managing Director


                              TH LEE.PUTNAM INTERNET PARALLEL PARTNERS,
                              L.P.

                              By:  TH Lee.Putnam Internet Fund Advisors, L.P.
                              Its:  General Partner

                              By: /s/ James Brown
                                 ______________________________________
                              Name: James Brown
                              Title: Managing Director


                              THLI COINVESTMENT PARTNERS LLC

                                  /s/ James Brown
                              __________________________________________
                              By:  James Brown
                              Its: Managing Member


                              BLUE STAR I LLC

                               /s/ Thomas H. Lee
                              __________________________________________
                              By:  Thomas H. Lee
                              Its: Managing Member


</TEXT>
</DOCUMENT>
