PAK MAIL CENTERS OF AMERICA, INC.
                               FRANCHISE AGREEMENT
                                TABLE OF CONTENTS


1.   PURPOSE...................................................................1

2.   GRANT OF FRANCHISE........................................................1
     2.1. Grant of Franchise. .................................................1
     2.2. Scope of Franchise Operation.  ......................................1

3.   FRANCHISED LOCATION AND TERRITORIAL RIGHTS................................2
     3.1. Franchised Location. ................................................2
     3.2. Protected Territory. ................................................2
     3.3. Limitation on Franchise Rights. .....................................2
     3.4. A.M. P.M. MOVERS Program. ...........................................2
     3.5. Franchisor's Reservation of Rights. .................................2

4.   INITIAL FRANCHISE FEE.....................................................3
     4.1. Initial Franchise Fee. ..............................................3

5.   DEVELOPMENT OF FRANCHISED LOCATION........................................3
     5.1. Approval of Franchised Location. ....................................3
     5.2. Approval of Lease. ..................................................3
     5.3. Conversion and Design. ..............................................3
     5.4. Signs. ..............................................................4
     5.5. Equipment. ..........................................................4
     5.6. Permits and Licenses. ...............................................4
     5.7. Commencement of Operations. .........................................4

6.   TRAINING..................................................................5
     6.1. Initial Training Program. ...........................................5
     6.2. Length of Training. .................................................5
     6.3. Additional Training. ................................................5

7.   DEVELOPMENT ASSISTANCE....................................................5
     7.1. Franchisor's Development Assistance. ................................5

8.   OPERATIONS MANUAL.........................................................6
     8.1. Operations Manual. ..................................................6
     8.2. Confidentiality of Operations Manual Contents. ......................7
     8.3. Changes to Operations Manual. .......................................7

9.   OPERATING ASSISTANCE......................................................7
     9.1. Franchisor's Services. ..............................................7
     9.2. Additional Franchisor Services. .....................................8

10.  FRANCHISEE'S OPERATIONAL COVENANTS........................................8
     10.1. Business Operations. ...............................................8

11.  ROYALTIES................................................................10
     11.1. Monthly Royalty. ..................................................10
     11.2. Royalty Based Revenues. ...........................................10
     11.3. Royalty Payments. .................................................10
     11.4. Application of Payments. ..........................................11



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12.  ADVERTISING..............................................................11
     12.1. Approval of Advertising. ..........................................11
     12.2. Marketing Material Beginning Inventory. ...........................11
     12.3. Advertising Contribution. .........................................11
     12.4. Regional Advertising Programs. ....................................13

13.  QUALITY CONTROL..........................................................13
     13.1. Compliance with Operations Manual. ................................13
     13.2. Standards and Specifications. .....................................13
     13.3. Inspections. ......................................................13
     13.4. Restrictions on Services and Products. ............................14
     13.5. Approved Suppliers. ...............................................14
     13.6. Request to Approve Supplier. ......................................14
     13.7. Shopping Service. .................................................14

14.  MARKS, TRADE NAMES AND PROPRIETARY INTERESTS.............................15
     14.1. Marks. ............................................................15
     14.2. No Use of Other Marks. ............................................15
     14.3. System. ...........................................................15
     14.4. Mark Infringement..................................................15
     14.5. Franchisee's Business Name. .......................................15
     14.6. Change of Marks. ..................................................16

15.  REPORTS, RECORDS AND FINANCIAL STATEMENTS................................16
     15.1. Franchisee Reports. ...............................................16
     15.2. Verification. .....................................................17
     15.3. Books and Records. ................................................17
     15.4. Audit of Books and Records. .......................................17

16.  TRANSFER.................................................................17
     16.1. Transfer by Franchisee. ...........................................17
     16.2. Pre-Conditions to Franchisee's Transfer. ..........................17
     16.3. Franchisor's Approval of Transfer. ................................18
     16.4. Right of First Refusal. ...........................................19
     16.5. Specific Types of Transfers. ......................................19
     16.6. Assignment by the Franchisor. .....................................20
     16.7. Franchisee's Death or Disability. .................................20

17.  TERM AND EXPIRATION......................................................20
     17.1. Term...............................................................20
     17.2. Continuation. .....................................................20
     17.3. Rights Upon Expiration. ...........................................20
     17.4. Exercise of Option for Successor Franchise. .......................21
     17.5. Conditions of Refusal. ............................................21

18.  DEFAULT AND TERMINATION..................................................21
     18.1. Termination by Franchisee. ........................................21
     18.2. Termination by Franchisor - Effective Upon Notice. ................21
     18.3. Termination by Franchisor - Thirty Days Notice. ...................22
     18.4. Right to Purchase. ................................................23
     18.5. Obligations of Franchisee Upon Termination or Expiration. .........24
     18.6. Acknowledgement.  .................................................25
     18.7. State and Federal Law. ............................................25


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19.  BUSINESS RELATIONSHIP....................................................25
     19.1. Independent Businesspersons. ......................................25
     19.2. Payment of Third Party Obligations. ...............................26
     19.3. Indemnification. ..................................................26

20.  RESTRICTIVE COVENANTS....................................................26
     20.1. Non-Competition During Term. ......................................26
     20.2. Post-Termination Covenant Not to Compete. .........................27
     20.3. Confidentiality of Proprietary Information. .......................27
     20.4. Confidentiality Agreement. ........................................27

21.  INSURANCE................................................................28
     21.1. Insurance Coverage. ...............................................28
     21.2. Proof of Insurance Coverage. ......................................28

22.  MISCELLANEOUS PROVISIONS.................................................28
     22.1. Governing Law/Consent to Venue and Jurisdiction.  .................28
     22.2. Modification. .....................................................29
     22.3. Entire Agreement. .................................................29
     22.4. Delegation by the Franchisor. .....................................29
     22.5. Effective Date. ...................................................29
     22.6. Review of Agreement. ..............................................29
     22.7. Attorneys' Fees. ..................................................29
     22.8. Injunctive Relief. ................................................30
     22.9. Payment of Taxes. .................................................30
     22.10.No Waiver. ........................................................30
     22.11.No Right to Set Off. ..............................................30
     22.12.Invalidity.  ......................................................30
     22.13.Notices.  .........................................................30
     22.14.Acknowledgement. ..................................................30


                                    EXHIBITS

I.   Addendum to Franchise Agreement - Location Approval

II.  Guaranty and Assumption of Franchisee's Obligations

III. Statement of Ownership

IV.  Authorization Agreement for Prearranged Payments

V.   Build-Out Program Addendum


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                        PAK MAIL CENTERS OF AMERICA, INC.
                               FRANCHISE AGREEMENT


     THIS AGREEMENT (the "Agreement") is made this ____ day of ________,  20___,
by and  between  PAK MAIL  CENTERS OF  AMERICA,  INC.,  a Colorado  corporation,
located at 7173 South Havana Street,  Suite 600, Englewood,  Colorado 80112 (the
"Franchisor")                     and                      _____________________
___________________________________________________,          located         at
________________________ _______________________________________________________
(the  "Franchisee"),  who,  on the  basis of the  following  understandings  and
agreements, agree as follows:

                                   1. PURPOSE

     1.1. The Franchisor has developed methods for  establishing,  operating and
promoting  stores offering a variety of packaging,  shipping,  crating,  freight
forwarding, mailing, communications and information services ("PAK MAIL Centers"
or "Centers")  which use the service mark "PAK MAIL" and related trade names and
trademarks ("Marks") and the Franchisor's  proprietary methods of doing business
("System").

     1.2. The Franchisor grants the right to others to develop and operate a PAK
MAIL Center, under the Marks and pursuant to the System.

     1.3.  The  Franchisee  desires to establish a PAK MAIL Center at a location
identified herein or to be later identified, and the Franchisor desires to grant
the Franchisee the right to operate a PAK MAIL Center at such location under the
terms and conditions which are contained in this Agreement.

                              2. GRANT OF FRANCHISE

     2.1. Grant of Franchise.

     The Franchisor  grants to the Franchisee,  and the Franchisee  accepts from
the  Franchisor,  the right to use the Marks and System in  connection  with the
establishment and operation of a PAK MAIL Center,  at the location  described in
Article 3 of this Agreement.  The Franchisee agrees to use the Marks and System,
as they may be changed,  improved,  and further developed by the Franchisor from
time to  time,  only  in  accordance  with  the  terms  and  conditions  of this
Agreement.

     2.2. Scope of Franchise Operation.

     The Franchisee  agrees at all times to faithfully,  honestly and diligently
perform the  Franchisee's  obligations  hereunder,  and to continuously use best
efforts to promote the PAK MAIL  Center.  The  Franchisee  agrees to utilize the
Marks and System to operate all aspects of the business franchised  hereunder in
accordance  with the methods and systems  developed and prescribed  from time to
time by the Franchisor,  all of which are a part of the System. The Franchisee's
PAK MAIL Center shall offer all products  and services as the  Franchisor  shall
designate  and shall be  restricted  from  offering or selling any  products and
services not previously approved by the Franchisor in writing.

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                  3. FRANCHISED LOCATION AND TERRITORIAL RIGHTS

     3.1. Franchised Location.

     The  Franchisee is granted the right and franchise to own and operate a PAK
MAIL Center at the address and  location  which shall be set forth in Exhibit I,
attached hereto  ("Franchised  Location").  If, at the time of execution of this
Agreement,  the Franchised  Location cannot be designated as a specific  address
because a location has not been selected and approved, then the Franchisee shall
promptly  take steps to choose and  acquire a location  for its PAK MAIL  Center
within the Designated Area, set forth in Exhibit I. In such  circumstances,  the
Franchisee shall,  within 90 days after the execution of this Agreement,  select
and propose to the  Franchisor  for the  Franchisor's  prior approval a specific
location for the Franchised  Location  which,  once approved by the  Franchisor,
shall hereinafter be set forth in the rider to Exhibit I.

     3.2. Protected Territory.

     So long  as the  Franchisee  is in  compliance  with  this  Agreement,  the
Franchisor  shall not establish or license another person or entity to establish
a PAK MAIL  Center  within a certain  geographic  area as set forth in Exhibit I
("Protected Territory").

     3.3. Limitation on Franchise Rights.

     The  rights  that  are  granted  to the  Franchisee  are for  the  specific
Franchised  Location and  Protected  Territory and cannot be  transferred  to an
alternative  Franchised Location or Protected Territory,  or any other location,
without the prior written  approval of the Franchisor,  which approval shall not
be  unreasonably  withheld.  The Franchisee  shall not operate another Center or
offer  services  which  are  part of the  System  at any  site  other  than  the
Franchised  Location  without the  Franchisor's  prior written  approval,  which
approval can be withheld for any reason, in the Franchisor's sole discretion.

     3.4. A.M. P.M. MOVERS Program.

     The Franchisor  may offer the Franchisee the  opportunity to participate in
the "A.M.  P.M. MOVERS  Program,"  whereby local moving services for individuals
and small business  customers are either  provided by the Franchisee or arranged
by the  Franchisee  with a third  party using the A.M.  P.M.  MOVERS  Mark.  The
Franchisee  may not  participate  in the A.M. P.M.  MOVERS  Program  without the
Franchisor's prior written  permission,  which will be given when the Franchisor
and the Franchisee sign the  Franchisor's  then current A.M. P.M. MOVERS Program
Amendment to this Agreement.

     3.5. Franchisor's Reservation of Rights.

     The  Franchisee  acknowledges  that its  franchise  rights as  granted  are
non-exclusive and that the Franchisor  retains the rights,  among others: (1) to
use, and to license  others to use, the Marks and System in connection  with the
operation of a Pak Mail  Center,  at any  location  other than in the  Protected
Territory;  (2) to use the Marks to identify  services and  products  other than
those which the Franchisee sells, to identify  promotional and marketing efforts
and related items, and to identify  services and products similar to those which
the  Franchisee   sells,  made  available   through   alternative   channels  of
distribution,  at any  location;  and (3) to use and  license  the use of  other
proprietary  marks or  methods  in  connection  with the  sale of  products  and
services similar to those which the Franchisee will sell, whether in alternative

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channels of  distribution  or in connection  with the operation of packaging and
mailing businesses at any location, which businesses are the same as, or similar
to, or  different  from PAK MAIL  Centers,  on any terms and  conditions  as the
Franchisor deems advisable.

                            4. INITIAL FRANCHISE FEE

     4.1. Initial Franchise Fee.

     In consideration  for the right to develop and operate one PAK MAIL Center,
the  Franchisee  agrees to pay to the  Franchisor  an initial  franchise  fee of
$27,950  as  of  the  date  of  execution  of  this  Agreement.  The  Franchisee
acknowledges  and agrees that the initial  franchise fee represents  payment for
the initial grant of the rights to use the Marks and System, that the Franchisor
has earned the initial  franchise  fee upon receipt  thereof and that the fee is
under no  circumstances  refundable to the Franchisee  after it is paid,  unless
otherwise specifically set forth in this Agreement.

                      5. DEVELOPMENT OF FRANCHISED LOCATION

     5.1. Approval of Franchised Location.

     The Franchisee shall follow the Franchisor's  site selection  procedures in
locating a Franchised  Location for the PAK MAIL Center.  The  Franchisee  shall
seek the Franchisor's approval of any site proposed as a Franchised Location, by
submitting a complete site submittal package,  including  demographics and other
materials  requested by the Franchisor,  containing all  information  reasonably
required  by the  Franchisor  to  assess a  proposed  Franchised  Location.  The
Franchisor will not unreasonably withhold approval of a proposed site that meets
all of the Franchisor's site selection criteria.

     5.2. Approval of Lease.

     The Franchisee shall obtain the Franchisor's  prior written approval before
executing any lease or purchase agreement for the Franchised Location. Any lease
for the Franchised  Location shall,  at the option of the Franchisor,  contain a
provision:  (1) allowing for  assignment  of the lease to the  Franchisor in the
event that this  Agreement  is  terminated  or not renewed  for any reason;  (2)
giving the Franchisor the right to cure any default by the Franchisee under such
lease; and (3) providing the Franchisor with the right,  exercisable upon and as
a condition of the  approval of the  Franchised  Location,  to execute the lease
agreement or other document  providing  entitlement to the use of the Franchised
Location in its own name or jointly with the  Franchisee as lessee and, upon the
exercise of such option,  the Franchisor  shall provide the Franchisee  with the
right to use the premises as its sublessee,  assignee, or other similar capacity
upon the same terms and  conditions  as  obtained by the  Franchisor.  The lease
shall  be   collaterally   assigned  to  the  Franchisor  as  security  for  the
Franchisee's  timely  performance of all obligations  under this Agreement;  the
Franchisee shall obtain the lessor's consent to such collateral assignment.  The
Franchisee shall deliver a copy of the signed lease for the Franchised  Location
to the Franchisor within 15 days of its execution.  The Franchisee  acknowledges
that approval of a lease for the Franchised  Location by the Franchisor does not
constitute a  recommendation,  endorsement or guarantee by the Franchisor of the
suitability  or  profitability  of the location or the lease and the  Franchisee
should take all steps necessary to ascertain whether such location and lease are
acceptable to the Franchisee.

     5.3. Conversion and Design.

     The Franchisee  acknowledges that the layout, design,  decoration and color
scheme of PAK MAIL Centers are an integral part of the Franchisor's  proprietary
System and accordingly,  the Franchisee  shall convert,  design and decorate the
Franchised Location in accordance with the Franchisor's plans and specifications
and with the assistance of contractors and suppliers  designated by or otherwise
approved by the Franchisor. The Franchisee shall obtain the Franchisor's written
consent  to  any  conversion,  design  or  decoration  of  the  premises  before

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remodeling  or  decorating  begins,  recognizing  that any related costs are the
Franchisee's sole responsibility. It shall be the Franchisee's responsibility to
have prepared all required  construction  plans and  specifications  to suit the
shape and dimensions of the Franchised  Location and to insure  compliance  with
applicable laws and the lease.

     5.4. Signs.

     The Franchisee shall purchase or otherwise obtain for use at the Franchised
Location and in connection  with the PAK MAIL Center signs which comply with the
standards and  specifications  of the  Franchisor as set forth in the Operations
Manual,  as that term is defined in Section  8.1.  It is the  Franchisee's  sole
responsibility to insure that any signs comply with applicable local ordinances,
mall regulations,  building codes and zoning  regulations.  Any modifications to
the Franchisor's  standards and  specifications for signs which must be made due
to local  ordinances,  codes or regulations shall be submitted to the Franchisor
for prior written approval. The Franchisee  acknowledges the Marks, or any other
name,  symbol or identifying marks on any signs shall only be used in accordance
with the  Franchisor's  standards  and  specifications  and only  with the prior
written approval of the Franchisor.

     5.5. Equipment.

     The Franchisee shall purchase or otherwise obtain for use at the Franchised
Location  equipment of a type and in an amount which complies with the standards
and specifications of the Franchisor. The Franchisee acknowledges that the type,
quality,  configuration,  capability and/or performance of the equipment are all
standards and  specifications  which are a part of the System and therefore such
equipment must be purchased,  leased,  or otherwise  obtained in accordance with
the Franchisor's  standards and specifications and only from sources approved by
the  Franchisor.  The  Franchisee  shall  equip  the  Center  with  computerized
point-of-sale systems ("POS System"),  computer hardware and software,  copiers,
printers,  facsimile  machines and other designated  equipment as are consistent
with the standards and  specifications  of the Franchisor.  The Franchisee shall
also obtain and  maintain an account  with an internet  service  provider  which
meets the Franchisor's standards and specifications.

     5.6. Permits and Licenses.

     The Franchisee agrees to obtain all such permits and  certifications as may
be required  for the lawful  construction  and  operation of the PAK MAIL Center
together with all certifications from government authorities having jurisdiction
over the site that all  requirements  for  construction  and operation have been
met,  including  without  limitation,   zoning,  access,  sign,  health,  safety
requirements,  building and other required construction permits,  licenses to do
business  and  fictitious  name  registrations,  sales tax  permits,  health and
sanitation  permits and ratings and fire  clearances.  The Franchisee  agrees to
obtain all customary  contractors'  sworn  statements and partial and final lien
waivers for construction,  remodeling,  decorating and installation of equipment
at the  Franchised  Location.  Copies  of  all  subsequent  inspection  reports,
warnings,  certificates and ratings issued by any governmental entity during the
term of this  Agreement  in  connection  with the conduct of the PAK MAIL Center
which  indicates  the  Franchisee's  failure  to meet or  maintain  the  highest
governmental  standards, or less than full compliance by the Franchisee with any
applicable law, rule or regulation,  shall be forwarded to the Franchisor within
five days of the Franchisee's receipt thereof.

     5.7. Commencement of Operations.

     Unless otherwise agreed to in writing by the Franchisor and the Franchisee,
the Franchisee has 180 days from the date of this Agreement within which to: (1)
secure all necessary financing for the Center; (2) complete the initial training
program  described  in Section  6.1 of this  Agreement;  (3)  select,  lease and
develop the Franchised Location;  (4) purchase an opening inventory of materials

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and  supplies;  (5) obtain and provide  evidence of  insurance  as  described in
Section  21.1 below;  and (6) commence  operation  of the PAK MAIL  Center.  The
Franchisor  will  extend  the  time in  which  the  Franchisee  has to  commence
operations  for a  reasonable  period of time in the event  factors  beyond  the
Franchisee's  reasonable  control  prevent  the  Franchisee  from  meeting  this
development  schedule,  so  long  as the  Franchisee  has  made  reasonable  and
continuing  efforts  to  comply  with  such  development   obligations  and  the
Franchisee  requests,  in writing, an extension of time in which to have its PAK
MAIL Center  established  before such development  period lapses. The Franchisee
shall obtain the Franchisor's approval prior to opening the Center for business.

                                   6. TRAINING

     6.1. Initial Training Program.

     The  Franchisee  or, if the  Franchisee  is not an  individual,  the person
designated by the Franchisee to assume primary responsibility for the management
of the PAK MAIL  Center  ("Principal  Operator"),  is  required  to  attend  and
successfully  complete  the  initial  training  program  which is offered by the
Franchisor at one of the Franchisor's designated training facilities.  Up to two
individuals  are eligible to participate in the  Franchisor's  initial  training
program without charge of a tuition or fee. The Franchisee  shall be responsible
for any and all  traveling  and living  expenses  incurred  in  connection  with
attendance at the training  program.  At least one individual must  successfully
complete the initial training program prior to the Franchisee's  commencement of
operation of its PAK MAIL Center.

     6.2. Length of Training.

     The initial  training  program shall consist of a total of 12 days, nine of
which shall be classroom  instruction at a location designated by the Franchisor
and three of which shall be on-site at the Franchised  Location at or around the
time the Center opens for  business.  The  Franchisee,  and if  applicable,  the
Principal  Operator,  shall  attend  the  on-site  training  at  the  Franchised
Location.  The Franchisor  reserves the right to waive a portion of the training
program or alter the training schedule,  if in the Franchisor's sole discretion,
the  Franchisee  or  Principal  Operator  has  sufficient  prior  experience  or
training.

     6.3. Additional Training.

     From time to time,  the  Franchisor  may present  seminars,  conventions or
continuing  development  programs  or conduct  meetings  for the  benefit of the
Franchisee. The Franchisee or its Principal Operator shall be required to attend
any  ongoing  mandatory  seminars,  conventions,  programs or meetings as may be
offered by the Franchisor.  The Franchisor shall give the Franchisee at least 30
days prior written notice of any ongoing seminar, convention or program which is
deemed  mandatory.  The Franchisor shall not require that the Franchisee  attend
any ongoing training more often than once a year. All mandatory training will be
offered without charge of a tuition or fee;  provided,  however,  the Franchisee
will be responsible  for all traveling and living  expenses which are associated
with attendance at the same.

                            7. DEVELOPMENT ASSISTANCE

     7.1. Franchisor's Development Assistance.

     The Franchisor  shall provide the Franchisee with assistance in the initial
establishment of the PAK MAIL Center as follows:


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          a.  Provision of the initial  training  program to be conducted at the
     Franchisor's   designated   training  facilities  or  at  another  location
     designated by the Franchisor, as described in Article 6 above.

          b. Provision of written specifications for a Franchised Location which
     shall include,  without limitation,  specifications for space requirements,
     build out and the  demographics  and  character of the  surrounding  market
     area. In addition,  if this Agreement  governs the  Franchisee's  first PAK
     MAIL Center,  the Franchisor shall send one  representative to the proposed
     Franchised Location for up to one day to evaluate and, if possible, approve
     a site for the Franchised  Location.  The Franchisee  acknowledges that the
     Franchisor  shall have no other  obligation  to provide  assistance  in the
     selection and approval of a Franchised Location other than the provision of
     such  written  specifications  and  approval or  disapproval  of a proposed
     Franchised  Location,  which  approval  or  disapproval  shall  be based on
     information  submitted to the Franchisor in a form sufficient to assess the
     proposed location as may be reasonably required by the Franchisor.

          c. Directives regarding the required conversion, design and decoration
     of the PAK MAIL Center  premises,  plus  specifications  concerning  signs,
     decor, color, equipment, machines, uniforms and equipment.

          d.  Information  regarding  the  selection of suppliers of  equipment,
     items and materials  used and  inventory  and services  offered for sale in
     connection with the PAK MAIL Center. After execution of this Agreement, the
     Franchisor will provide the Franchisee  with a list of approved  suppliers,
     if any, of such equipment, items, materials, inventory and services and, if
     available,  a  description  of any national or central  purchase and supply
     agreements  offered by such approved  suppliers for the benefit of PAK MAIL
     franchisees.

          e.  Provision of an operations  manual in accordance  with Section 8.1
     below.

          f. The  Franchisor  will make available to the Franchisee at or around
     the  commencement  of  operations  of the  Franchisee's  PAK MAIL  Center a
     representative to be present for three days during the initial operation of
     the  Franchisee's  PAK MAIL  Center.  The  representative  will  assist the
     Franchisee's  employees  in the initial  operation  of the Center at a time
     scheduled by the Franchisor, unless in the Franchisor's determination,  the
     Franchisee or the Principal  Operator have had sufficient prior training or
     experience.

          g.  The  Franchisor   will  grant  the   Franchisee  a   nonexclusive,
     nontransferable  license to use certain  proprietary  computer programs and
     related  materials  developed  for use in the operation of Pak Mail Centers
     ("Program") in accordance with the terms of the  Franchisor's  then current
     standard Software License Agreement  ("Software  License  Agreement").  The
     Franchisee  will  use the  Program  in  accordance  with  the  terms of the
     Software License Agreement, including using computer equipment on which the
     Program has been installed and other computer  equipment  designated by the
     Franchisor as meeting its specifications.

                              8. OPERATIONS MANUAL

     8.1. Operations Manual.

     The  Franchisor  agrees to provide to the  Franchisee  one or more manuals,
technical  bulletins,  or other written materials  (collectively  referred to as
"Operations   Manual")  covering  certain  standards  and   specifications   for
packaging,  shipping, crating, freight forwarding,  mailing,  communications and
information  products and services and other operating and marketing  techniques

                                        6

<PAGE>


for the PAK MAIL  Center.  The  Franchisee  agrees that it shall comply with the
Operations Manual as an essential aspect of its obligations under this Agreement
and failure by the Franchisee to substantially comply with the Operations Manual
may be considered by the Franchisor to be a breach of this Agreement.

     8.2. Confidentiality of Operations Manual Contents.

     The Franchisee  agrees to use the Marks and System only as specified in the
Operations  Manual. The Operations Manual is the sole property of the Franchisor
and shall be used by the  Franchisee  only during the term of this Agreement and
in strict accordance with the terms and conditions  hereof. The Franchisee shall
not duplicate the  Operations  Manual nor disclose its contents to persons other
than  its  employees  or  officers  who  have  signed  a   confidentiality   and
noncompetition  agreement in a form approved by the  Franchisor.  The Franchisee
shall  return  the  Operations  Manual to the  Franchisor  upon the  expiration,
termination or assignment of this Agreement.

     8.3. Changes to Operations Manual.

     The Franchisor reserves the right to revise the Operations Manual from time
to time as it deems  necessary  to  update  or change  operating  and  marketing
techniques or standards and specifications.  The Franchisee, upon receipt of any
updated  information,  shall  update  its  copy  of  the  Operations  Manual  as
instructed by the Franchisor  and shall conform its operations  with the updated
provisions within a reasonable time thereafter. The Franchisee acknowledges that
a master copy of the  Operations  Manual  maintained  by the  Franchisor  at its
principal  office shall be controlling in the event of a dispute relative to the
content of any Operations Manual.

                             9. OPERATING ASSISTANCE

     9.1. Franchisor's Services.

     The Franchisor  agrees that,  during the Franchisee's  operation of the PAK
MAIL Center, the Franchisor shall make available to the Franchisee the following
services:

          a. Upon the  reasonable  request of the  Franchisee,  consultation  by
     telephone,  facsimile or electronic mail, regarding the continued operation
     and management of a PAK MAIL Center and advice  regarding the packaging and
     shipping services, quality control, inventory issues, customer and supplier
     relations issues and similar advice.

          b. Access to advertising and promotional materials as may be developed
     by the Franchisor, the cost of which may be passed on to the Franchisee, at
     the Franchisor's option.

          c.  On-going  updates  of  information  and  programs   regarding  the
     packaging and shipping industry, the competition,  the PAK MAIL concept and
     the System, including, without limitation, information about special or new
     products which may be developed and made available to PAK MAIL  franchisees
     as a part of the System.

          d.  On-going  maintenance,  updates  and  technical  support  for  the
     Program,  as set forth in the  Software  License  Agreement  and  technical
     support for the hardware  components of the POS System  purchased  from the
     Franchisor,  except to the  extent  that such  components  are  covered  by
     manufacturer's  warranties.  The Franchisor reserves the right to charge an
     annual maintenance fee for maintenance and update services, as set forth in
     the Software License Agreement.


                                        7

<PAGE>

          e. The Franchisor shall make the initial training program available to
     replacement  or  additional  Principal  Operators  during  the term of this
     Agreement.  The Franchisee  shall be responsible  for all travel and living
     expenses  incurred  by its  personnel  during  the  training  program.  The
     availability   of  the  training   programs   shall  be  subject  to  space
     considerations and prior commitments to new PAK MAIL franchisees.

     9.2. Additional Franchisor Services.

     Although not obligated to do so, the  Franchisor  may make its employees or
designated  agents available to the Franchisee for on-site advice and assistance
in  connection  with the on-going  operation of the PAK MAIL Center  governed by
this Agreement.

                     10 .FRANCHISEE'S OPERATIONAL COVENANTS

     10.1. Business Operations.

     The  Franchisee   acknowledges  that  it  is  solely  responsible  for  the
successful  operation of its PAK MAIL Center and that the  continued  successful
operation thereof is, in part,  dependent upon the Franchisee's  compliance with
this Agreement and the Operations  Manual.  In addition to all other obligations
contained  in  this  Agreement  and in the  Operations  Manual,  the  Franchisee
covenants that:

          a. The Franchisee shall maintain clean, efficient and high quality PAK
     MAIL Center  operations  and shall operate the business in accordance  with
     the  Operations  Manual  and in such a  manner  as not to  detract  from or
     adversely  reflect upon the name and  reputation of the  Franchisor and the
     goodwill associated with the PAK MAIL name and Marks.

          b. The Franchisee  will conduct itself and operate its PAK MAIL Center
     in compliance with all applicable laws, health  department  regulations and
     other  ordinances and in such a manner so as to promote a good public image
     in the business community. In connection therewith,  the Franchisee will be
     solely and fully responsible for obtaining any and all licenses to carry on
     business at the PAK MAIL Center.

          c. The Franchisee  acknowledges that proper management of the PAK MAIL
     Center is important  and shall insure that the  Franchisee  or a designated
     Principal  Operator who has completed  the  Franchisor's  initial  training
     program be responsible for the management of the PAK MAIL Center.

          d. The Franchisee  shall offer only products and services  through its
     Center  which  meet or exceed  the  minimum  standards  and  specifications
     established  by the  Franchisor  more  fully  described  in the  Operations
     Manual.  The  Franchisee  shall offer all types of products and services as
     from time to time may be  prescribed  by the  Franchisor  and shall refrain
     from  offering  any other types of products or  services,  or  operating or
     engaging in any other type of business or  profession,  from or through the
     PAK MAIL Center.

          e. The Franchisee will pay on a timely basis all amounts due and owing
     to  the  Franchisor   pursuant  to  any  separate  agreements  between  the
     Franchisee  and  the  Franchisor  and all  amounts  due  and  owing  by the
     Franchisee  to all third  parties,  including  national  vendors and taxing
     authorities,  with whom the  Franchisee  does  business  at or through  the
     Center.  In connection  with any amounts due and owing by the Franchisee to
     third parties, the Franchisee expressly  acknowledges that a default by the

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<PAGE>


     Franchisee  with respect to such  indebtedness  may be considered a default
     hereunder and the Franchisor may avail itself of all remedies  provided for
     herein in the event of default.

          f. The Franchisee  shall comply with all agreements with third parties
     related to the PAK MAIL Center including, in particular,  all provisions of
     any premises lease and any equipment leases.

          g. The Franchisee and all employees of the Franchisee  shall present a
     professional  appearance,  as described in the Operations Manual, and shall
     render competent and courteous  service to customers of the PAK MAIL Center
     while working at the Franchised  Location.  The Franchisee is required,  at
     the  Franchisee's  expense,  to purchase  specified  wearing  apparel  from
     suppliers approved by the Franchisor. All Principal Operators, employees of
     the  Franchisee,  the Franchisee  and its owners,  shall wear the specified
     uniform  at all  times  while  working  at  the  Franchised  Location.  The
     Franchisor has the right, in its sole and absolute discretion, to change or
     modify such dress code guidelines.

          h. The Franchisee agrees to renovate,  refurbish,  remodel or replace,
     at its own expense, the real and personal property and equipment, including
     but not limited to, computer  hardware,  software,  the Program and the POS
     System,  used in the  operation  of the PAK MAIL  Center,  when  reasonably
     required by the Franchisor in order to comply with the image,  standards of
     operation and  performance  capability  established by the Franchisor  from
     time  to  time.  If the  Franchisor  changes  its  image  or  standards  of
     operation,  it shall give the Franchisee a reasonable period of time within
     which to comply with such changes.

          i.  The  Franchisee  shall  be  responsible  for  training  all of its
     employees  who work in any  capacity  in the PAK MAIL  Center  and shall be
     fully  responsible  for all  employees'  compliance  with  the  operational
     standards  which are part of the System.  The  Franchisee  must conduct its
     employee  training  in  the  manner  and  according  to  the  standards  as
     prescribed   in  the   Operations   Manual.   Any  employee  who  does  not
     satisfactorily  complete the training shall not work in any capacity in the
     Franchisee's PAK MAIL Center.

          j. The Franchisee shall at all times during the term of this Agreement
     own and control the PAK MAIL Center authorized  hereunder.  Upon request of
     the Franchisor, the Franchisee shall promptly provide satisfactory proof of
     such  ownership  to the  Franchisor.  The  Franchisee  represents  that the
     Statement  of  Ownership,  attached  hereto  as  Exhibit  III  and by  this
     reference  incorporated  herein,  is  true,  complete,   accurate  and  not
     misleading,  and,  in  accordance  with the  information  contained  in the
     Statement of Ownership, the controlling ownership of the PAK MAIL Center is
     held  by  the  Franchisee.   The  Franchisee  shall  promptly  provide  the
     Franchisor with a written notification if the information  contained in the
     Statement  of  Ownership  changes  at any  time  during  the  term  of this
     Agreement  and  shall  comply  with  the  applicable   transfer  provisions
     contained  in Article 16  herein.  In  addition,  if the  Franchisee  is an
     entity,  all of the  owners  of the  Franchisee  shall  sign  the  Personal
     Guaranty attached hereto as Exhibit II.

          k. The Franchisee shall at all times during the term of this Agreement
     keep  its  PAK  MAIL  Center  open  during  the  business  hours  as may be
     designated by the Franchisor from time to time in the Operations Manual and
     shall  maintain   sufficient  supplies  of  products  and  employ  adequate
     personnel at all times so as to operate the Center at its maximum  capacity
     and efficiency.


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<PAGE>


                                  11 .ROYALTIES

     11.1. Monthly Royalty.

     The  Franchisee   agrees  to  pay  to  the  Franchisor  a  monthly  royalty
("Royalty")  equal to 5% of the total  amount of its  "Royalty  Based  Revenues"
(defined in Section 11.2 below) for the first  $200,000 of the Center's  Royalty
Based  Revenues,  4 1/2% for the next  $50,000  of the  Center's  Royalty  Based
Revenues, 4% for the next $50,000 of the Center's Royalty Based Revenues, 3 1/2%
for the next  $50,000 of the Center's  Royalty  Based  Revenues,  and 3% for all
subsequent Royalty Based Revenues of the Center received in that calendar year.

     11.2. Royalty Based Revenues.

     "Royalty Based Revenues" shall mean and include the aggregate amount of all
sales of services,  products or merchandise  of every kind or nature  performed,
sold from, at or in  connection  with the operation of the Center or arising out
of the operation or conduct of business by the Center,  including  sales made at
or away from the Center,  whether for cash or credit,  but  excluding  all:  (i)
federal,  state or municipal sales or service taxes collected from customers and
paid to the appropriate taxing authority; (ii) income generated from the sale of
postage  stamps;  (iii)  key  deposits;  and  (iv)  other  exclusions  as may be
authorized in writing by the Franchisor.

     11.3. Royalty Payments.

     Royalty  payments  shall  be made  monthly  and sent to the  Franchisor  by
electronic funds transfer no later than the 10th day of each month or such other
day which the Franchisor  will designate from time to time ("Due Date") based on
Royalty Based Revenues for the immediately  preceding month. At the Franchisor's
request  and in no event  later than 30 days prior to the opening of the Center,
the Franchisee shall execute an Authorization Agreement for Prearranged Payments
of Royalties and Advertising  Contributions by electronic transfer of funds from
the  Franchisee's  bank account to the  Franchisor's  bank account,  in the form
attached  to this  Agreement  as Exhibit  IV. No later than the Due Date of each
month,  the Franchisee  shall report to the Franchisor by electronic means or in
written form, as may be reasonably directed by the Franchisor,  in a manner more
fully  described in Section 15.1 below,  with such  information  and pursuant to
such standard  transmittal  procedures  regarding the Franchisee's Royalty Based
Revenues and such additional  information as may be requested by the Franchisor.
The  Franchisor  reserves  the right to require  Royalty  payments  be made on a
weekly or bi-weekly  basis if the Franchisee does not timely or fully submit the
required payments or reports. The Franchisor shall have the right to verify such
Royalty  payments  from time to time as it deems  necessary,  in any  reasonable
manner.  In the event that the Franchisee  fails to have sufficient funds in its
account  or  otherwise  fails  to pay  any  Royalties  as of the Due  Date,  the
Franchisee shall owe, in addition to such Royalties, interest after the Due Date
at the highest  applicable legal rate for open account  business credit,  not to
exceed 1 1/2% per month.  The  Franchisee  acknowledges  that this  Section 11.3
shall not constitute the  Franchisor's  or its  affiliates'  agreement to accept
such  payments  after  they  are due or a  commitment  to  extend  credit  to or
otherwise finance operation of the Center. The Franchisor  reserves the right to
automatically  assess a monthly $50 late charge for any report and/or  financial
statement  required  under  Section  15.1 below which is not timely filed by the
Franchisee.  Such late  charge  shall  continue  to accrue  each month that said
report(s)  and  financial  statement(s)  remain  unfiled,  and  shall be due and
payable in full upon demand by the Franchisor.  In the event such late charge(s)
is/are not paid upon demand,  the Franchisor may elect to pursue its remedies as
further  set  forth in this  Agreement.  In no event  shall  the  Franchisee  be
required  to pay a late  payment  and/or  interest  at a rate  greater  than the
maximum interest rate permitted by applicable law.

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<PAGE>


     11.4. Application of Payments.

     Notwithstanding  any  designation by the Franchisee,  the Franchisor  shall
have sole  discretion to apply any payments by the  Franchisee,  and any credits
received by the Franchisor on the Franchisee's  behalf from third party vendors,
to any of  Franchisee's  past due  indebtedness  to  Franchisor  for  Royalties,
Advertising  Contributions,  purchases  from the  Franchisor or its  affiliates,
interest or any other indebtedness.

                                 12. ADVERTISING

     12.1. Approval of Advertising.

     The Franchisee shall obtain the Franchisor's  prior written approval of all
written advertising or other marketing or promotional programs regarding the PAK
MAIL  Center,  including,   without  limitation,   "Yellow  Pages"  advertising,
newspaper  ads,  flyers,  brochures,   coupons,  direct  mail  pieces,  Internet
advertising,  including sites on the World Wide Web, specialty and novelty items
and radio and  television  advertising.  The  Franchisee  shall also  obtain the
Franchisor's  prior written  approval before using any promotional  materials as
may be provided by vendors. The proposed written advertising or a description of
the marketing or  promotional  program  shall be submitted to the  Franchisor at
least  30  days  prior  to   publication,   broadcast  or  use.  The  Franchisee
acknowledges  that  advertising  and promoting the PAK MAIL Center in accordance
with the Franchisor's standards and specifications is an essential aspect of the
System,  and the Franchisee agrees to comply with all advertising  standards and
specifications. The Franchisee shall display all required promotional materials,
signs, point of purchase displays and other marketing  materials in its PAK MAIL
Center and in the manner prescribed by the Franchisor.

     12.2. Marketing Material Beginning Inventory.

     If this Agreement governs the first Center to be opened and operated by the
Franchisee,  then the Franchisee shall pay to the Franchisor and other suppliers
a nonrefundable,  nonrecurring fee for marketing  material  beginning  inventory
("Marketing  Material  Beginning  Inventory") in an amount between $580 and $900
for Franchisor's  provision of a beginning  inventory of marketing  material for
the  Franchisee's  PAK MAIL Center.  The exact amount  payable for the Marketing
Material Beginning Inventory fee shall be determined by the Franchisee. All or a
part of  that  amount  will  be due and  payable  to the  Franchisor  and  other
suppliers by the Franchisee on or before the  Franchisee's  commencement  of the
initial training program.  The Marketing  Material  Beginning  Inventory will be
provided by the Franchisor  and other  suppliers at or around the opening of the
Franchisee's Center.

     12.3. Advertising Contribution.

     The Franchisee  shall  contribute to an advertising fund established by the
Franchisor  ("Advertising  Fund") a fee equal to 2% of the  total  amount of the
Franchisee's   Royalty  Based   Revenues   ("Advertising   Contribution").   The
Advertising  Contribution  shall  be  paid  to the  Franchisor  in  addition  to
Royalties and the following terms and conditions shall apply:

          a. The Advertising Contribution shall be payable to "Pak Mail National
     Ad Fund"  and  made  concurrently  with the  payment  of the  Royalties  by
     electronic  transfer of funds from the Franchisee's  bank account to a bank
     account  designated by the  Franchisor,  no later than the 10th day of each
     month, for the Advertising Contribution based on the Royalty Based Revenues
     of the immediately preceding month.


                                       11

<PAGE>


          b. The  Advertising  Contributions  will be  subject  to the same late
     charges as the Royalties, in an amount and manner set forth in Section 11.3
     above.

          c.  Upon the  request  of the  Franchisee,  the  Franchisor  will make
     available  to the  Franchisee,  no later than 30 days after the end of each
     fiscal quarter,  an unaudited  financial  statement which indicates how the
     Advertising Fund has been spent.

          d. The Franchisor shall direct all advertising and marketing  programs
     financed by the  Advertising  Fund,  with sole discretion over the creative
     concepts, materials and endorsements used therein,  geographic,  market and
     media  placement  and  allocation,  and  the  administration  thereof.  The
     Franchisee agrees that the Advertising Fund may be used to pay the costs of
     preparing and producing video and audio and written advertising  materials;
     administering  multi-regional  advertising  programs,   including,  without
     limitation,   purchasing  direct  mail  and  other  media  advertising  and
     employing   advertising  agencies  and  staff  to  assist  therewith;   and
     supporting  public  relations,  market  research and other  advertising and
     marketing activities.

          e. The  Advertising  Fund shall be accounted for  separately  from the
     Franchisor's  other  funds  and  shall  not be  used to  defray  any of the
     Franchisor's  general  operating  expenses,   except  for  such  reasonable
     administrative  costs, salaries and overhead as the Franchisor may incur in
     activities  related to the  administration  of the Advertising Fund and its
     marketing  programs,  including,  without  limitation,   conducting  market
     research,  preparing  material,  incurring  related  accounting  and  legal
     expenses,  collecting and accounting for Advertising Fund contributions and
     all costs and expenses  related to the Franchise  System Advisory  Council.
     The  Franchisor may spend in any fiscal year an amount greater or less than
     the aggregate  contribution of all PAK MAIL Centers to the Advertising Fund
     in that year and the  Advertising  Fund may borrow from the  Franchisor  or
     other lenders to cover deficits or cause the Advertising Fund to invest any
     surplus for future use. All interest  earned on monies  contributed  to the
     Advertising  Fund will be first used to pay costs. The Advertising Fund may
     be incorporated or operated  through an entity separate from the Franchisor
     at such time as the Franchisor deems appropriate, and such successor entity
     shall have all rights and duties of the Franchisor pursuant to this Section
     12.3.

          f. The Franchisee  understands and  acknowledges  that the Advertising
     Fund is intended to maximize  recognition of the Marks and patronage of PAK
     MAIL  Centers.  Although  the  Franchisor  will  endeavor  to  utilize  the
     Advertising  Fund  to  develop  advertising  and  marketing  materials  and
     programs and to place  advertising  that will benefit all PAK MAIL Centers,
     the Franchisor  undertakes no obligation to ensure that expenditures by the
     Advertising  Fund in or affecting any geographic area are  proportionate or
     equivalent  to the  contributions  by PAK MAIL  Centers  operating  in that
     geographic  area or that any PAK MAIL Center will benefit  directly from or
     in proportion to its  contribution  to the  development of advertising  and
     marketing  materials or the placement of  advertising.  Except as expressly
     provided in this Section 12.3, the Franchisor assumes no direct or indirect
     liability or obligation to the Franchisee with respect to the  maintenance,
     direction or administration of the Advertising Fund.

          g. The  Franchisor  reserves  the right to terminate  the  Advertising
     Fund, upon 30 days' written notice to the Franchisee. All unspent monies on
     the  date  of  termination   shall  be  distributed  to  the   Franchisor's
     franchisees  in  proportion  to  their  respective   contributions  to  the
     Advertising Fund during the preceding 12 month period. The Franchisor shall
     have the right to reinstate  the  Advertising  Fund upon the same terms and
     conditions  set forth  herein  upon 30 days'  prior  written  notice to the
     Franchisee.


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<PAGE>


     12.4. Regional Advertising Programs.

     The Franchisor reserves the right, upon 30 days prior written notice to the
Franchisee, to create a regional advertising association ("Association") for the
benefit of PAK MAIL franchisees located within a particular  geographic area. If
an Association is established for the area where the Franchisee is located,  the
Franchisee will be required to participate in the Association for the purpose of
selecting and participating in regional marketing and promotion programs for PAK
MAIL Centers.  The  Franchisor,  in its sole  discretion,  may  contribute up to
one-half  of the  Advertising  Fund  payments  received by the  Franchisor  from
franchisees in the Association for such marketing and advertising programs.  The
Franchisee  will be required to remain a member of and be bound by the decisions
of the  majority  of the  members  of the  Association  regarding  expenditures,
assessments  and dues  charged by the  Association,  to the extent that they are
approved by the Franchisor. Each Association has the right, by majority vote, to
require its  members to pay  additional  monthly  dues to the  Association.  The
failure of the  Franchisee to  participate  in the  Association  or pay any dues
required by the Association,  may, at the option of the Franchisor, be deemed to
be a  breach  of this  Agreement.  The  Franchisor  has the  right,  in its sole
discretion,  to  form  and  terminate  all  Associations  and to  determine  the
composition   of  all   geographic   territories   and  market   areas  for  the
implementation  of such  regional  advertising  and  promotion  campaigns and to
require that the Franchisee participate in such regional advertising programs as
and when they may be established by the  Franchisor.  If a regional  advertising
program is implemented on behalf of a particular  region by the Franchisor,  the
Franchisor,  to the extent  reasonably  calculable,  will only use contributions
from PAK  MAIL  franchisees  within  such  region  for the  particular  regional
advertising  program.  The  Franchisor  also  reserves the right to establish an
Association in the form of a cooperative for a particular  region and enable the
cooperative  Association to self-administer the regional advertising program. If
the Franchisor creates an Association, either as a cooperative or otherwise, the
Franchisor  has the right to charge  the  Association  for the  actual  costs of
forming and administering the Association.

                               13. QUALITY CONTROL

     13.1. Compliance with Operations Manual.

     The  Franchisee  agrees to  maintain  and  operate  the PAK MAIL  Center in
compliance with this Agreement and the standards and specifications contained in
the Operations  Manual,  as the  Operations  Manual may be modified from time to
time by the Franchisor.

     13.2. Standards and Specifications.

     The  Franchisor  will  make  available  to  the  Franchisee  standards  and
specifications  for  products  and  services  offered at or through the PAK MAIL
Center and for decor, displays, uniforms,  materials, forms, items, supplies and
services used in connection with the Center.  The Franchisor  reserves the right
to change standards and  specifications  for services and products offered at or
through the PAK MAIL Center and for the decor,  displays,  uniforms,  materials,
forms, items,  supplies and services used in connection with the Center, upon 30
days prior written notice to the Franchisee.  The Franchisee  shall,  throughout
the term of this Agreement, remain in compliance with and strictly adhere to all
of the Franchisor's current standards and specifications for the PAK MAIL Center
as prescribed from time to time.

     13.3. Inspections.

     The  Franchisor  shall have the right to examine the  Franchised  Location,
including the inventory,  products,  equipment,  materials, supplies or services
used or sold there, to ensure  compliance with all standards and  specifications
set by the  Franchisor.  The Franchisor  shall conduct such  inspections  during

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<PAGE>


regular  business hours and the  Franchisee may be present at such  inspections.
The Franchisor,  however,  reserves the right to conduct the inspections without
prior notice to the Franchisee.

     13.4. Restrictions on Services and Products.

     The  Franchisee  is  prohibited  from  offering or selling any  products or
services  not  authorized  by the  Franchisor  as  being a part  of the  System.
However, if the Franchisee  proposes to offer,  conduct or utilize any products,
services,  materials,  forms, items,  supplies or services for use in connection
with or sale  through the PAK MAIL Center which are not  previously  approved by
the Franchisor as meeting its specifications,  the Franchisee shall first notify
the Franchisor in writing requesting  approval.  The Franchisor may, in its sole
discretion, for any reason whatsoever, elect to withhold such approval; however,
in order to make such  determination,  the Franchisor may require  submission of
specifications,  information, or samples of such products, services,  materials,
forms,  items or supplies.  The Franchisor  will advise the Franchisee  within a
reasonable  time whether such products,  services,  materials,  forms,  items or
supplies meet its specifications.

     13.5. Approved Suppliers.

     The  Franchisee  shall  purchase  all  products,   services,  supplies  and
materials  required  for the  operation  of the PAK MAIL Center  from  suppliers
designated  or  approved  by the  Franchisor  or, if there is no  designated  or
approved supplier for a particular product,  service,  supply or material,  from
such  other  suppliers  who  meet  all of the  Franchisor's  specifications  and
standards as to quality,  composition,  finish,  appearance and service, and who
shall  adequately  demonstrate  their  capacity  and  facilities  to supply  the
Franchisee's  needs in the  quantities,  at the times,  and with the reliability
requisite to an efficient operation of the PAK MAIL Center.

     13.6. Request to Approve Supplier.

     In the event the Franchisee desires to purchase or use products,  services,
supplies or materials from suppliers other than those previously approved by the
Franchisor,  the  Franchisee  shall,  prior  to  purchasing  from  or  otherwise
utilizing any  supplier,  give the  Franchisor a written  request to approve the
supplier.  In the event the Franchisor  rejects the  Franchisee's  requested new
supplier, the Franchisor must, within 60 days of the receipt of the Franchisee's
request  to  approve  the  supplier,  notify  the  Franchisee  in writing of its
rejection. The Franchisor may periodically inspect any suppliers' facilities and
products   to   assure   compliance   with  the   Franchisor's   standards   and
specifications.  Permission to conduct  periodic  inspections and payment of the
Franchisor's  costs  incurred  in  conducting  periodic  inspections  shall be a
condition of the continued approval of such supplier. The Franchisor may, at its
sole discretion,  for any reason  whatsoever,  elect to withhold approval of the
supplier;  however,  in order to make such  determination,  the  Franchisor  may
require that samples from a proposed new supplier be delivered to the Franchisor
for testing prior to approval and use. A charge not to exceed the actual cost of
the test may be made by the Franchisor and shall be paid by the Franchisee.

     13.7. Shopping Service.

     The Franchisor reserves the right to use third party shopping services from
time to time to  evaluate  the  conduct  of the  Franchisee's  PAK MAIL  Center,
including such things as customer service, cleanliness, merchandising and proper
use of the POS System.  Franchisor may use such shopping services to inspect the
Franchisee's  PAK MAIL Center at any time at the Franchisor's  expense,  without
prior notification to the Franchisee. The Franchisor may make the results of any
such service  evaluation  available to the Franchisee,  in the Franchisor's sole
discretion.

                                       14

<PAGE>


                14. MARKS, TRADE NAMES AND PROPRIETARY INTERESTS

     14.1. Marks.

     The Franchisee  acknowledges that the Franchisor has the sole right to own,
license and control the  Franchisee's use of the PAK MAIL service mark and other
of the Marks,  and that such Marks  shall  remain  under the sole and  exclusive
ownership and control of the Franchisor. The Franchisee acknowledges that it has
not acquired any right,  title or interest in such Marks except for the right to
use such marks in the operation of its PAK MAIL Center as it is governed by this
Agreement.  Except as may be permitted in the Operations  Manual, the Franchisee
agrees not to use any of the Marks as part of an  electronic  mail address or on
any sites on the Internet or the World Wide Web and the Franchisee agrees not to
use or register any of the Marks as a domain name on the Internet.

     14.2. No Use of Other Marks.

     The  Franchisee  agrees that no service  mark other than "PAK MAIL" or such
other  Marks  as may be  specified  by  the  Franchisor  shall  be  used  in the
identification, marketing, promotion or operation of the PAK MAIL Center.

     14.3. System.

     The  Franchisee  acknowledges  that the  Franchisor  owns and  controls the
distinctive plan for the establishment,  operation and promotion of the PAK MAIL
Center and all related licensed methods of doing business, previously defined as
the  "System,"  which  include,  but are not limited to,  methods for  shipping,
crating,  freight forwarding,  mailing,  communications,  information  services,
inventory type and control,  technical equipment standards,  customer relations,
marketing techniques, written promotional materials, advertising, and accounting
systems,  all of which constitute  confidential trade secrets of the Franchisor,
and the Franchisee  acknowledges  that the Franchisor has valuable rights in and
to such trade  secrets.  The  Franchisee  further  acknowledges  that it has not
acquired any right,  title or interest in the System except for the right to use
the System in the  operation  of the PAK MAIL  Center as it is  governed by this
Agreement and that it is obligated to maintain the confidentiality of the System
in accordance with Section 20.3 below.

     14.4. Mark Infringement.

     The  Franchisee  agrees to notify the Franchisor in writing of any possible
infringement  or illegal use by others of a trademark the same as or confusingly
similar  to one or more of the  Marks  which  may  come  to its  attention.  The
Franchisee  acknowledges  that the Franchisor  shall have the right, in its sole
discretion,  to  determine  whether  any action  will be taken on account of any
possible  infringement  or illegal use. The Franchisor may commence or prosecute
such action in the  Franchisor's own name and may join the Franchisee as a party
to the action if the Franchisor determines it to be reasonably necessary for the
continued protection and quality control of the Marks and System. The Franchisor
shall bear the reasonable cost of any such action,  including  attorneys'  fees.
The  Franchisee  agrees  to  fully  cooperate  with the  Franchisor  in any such
litigation.

     14.5. Franchisee's Business Name.

     The  Franchisee  acknowledges  that the Franchisor has a prior and superior
claim to the "PAK MAIL" trade name. The Franchisee  shall not use one or both of
the words "PAK MAIL" in the legal name of its  corporation,  partnership  or any
other  business  entity used in  conducting  the  business  provided for in this
Agreement.  The Franchisee  also agrees not to register or attempt to register a

                                       15

<PAGE>


trade name using one or both of the words "PAK MAIL" in the Franchisee's name or
that of any other person or business  entity,  without prior written  consent of
the  Franchisor.  The  Franchisee  shall not identify  itself as being "Pak Mail
Centers of America,  Inc." or as being  associated  with the  Franchisor  in any
manner other than as a franchisee or licensee.  The  Franchisee  further  agrees
that in all advertising and promotion and promotional  materials it will display
its  business  name  only in  obvious  conjunction  with the  phrase  "PAK  MAIL
Licensee"  or "PAK MAIL  Franchisee"  or with such other words and in such other
phrases to identify  itself as an independent  owner of the PAK MAIL Center,  as
may from time to time be prescribed in the Operations Manual.

     14.6. Change of Marks.

     In the event that the Franchisor,  in its sole discretion,  shall determine
it  necessary  to modify or  discontinue  use of any  proprietary  Marks,  or to
develop  additional  or  substitute  marks,  the  Franchisee  shall,   within  a
reasonable  time  after  receipt  of written  notice of such a  modification  or
discontinuation from the Franchisor,  take such action, at the Franchisee's sole
expense, as may be necessary to comply with such modification,  discontinuation,
addition or substitution.

                  15. REPORTS, RECORDS AND FINANCIAL STATEMENTS

     15.1. Franchisee Reports.

     The  Franchisee   shall  establish  and  maintain,   at  its  own  expense,
bookkeeping,  accounting  and  data  processing  systems  which  conform  to the
specifications  which the Franchisor may prescribe from time to time (including,
without limitation, requirements for timely entry of information into data bases
of the Program,  periodic  printouts of reports generated by the Program and the
Franchisor's  access to all  Program  data by modem).  Each  transaction  of the
Center  shall be  processed  on the  Program  in the  manner  prescribed  by the
Franchisor. The Franchisor shall have the right of access to the Program and all
data processed thereon with respect to the Center.  The Franchisee shall provide
the Franchisor with electronic access to the Program and its data at any time by
obtaining and maintaining an account with an internet service  provider,  paying
an annual fee to the Franchisor for an electronic  mail connection and obtaining
and maintaining  computer  hardware which meets the  Franchisor's  standards and
specifications.  The  Franchisee  shall supply to the  Franchisor  such types of
reports in a manner and form as the Franchisor may from time to time  reasonably
require, including:

          a. within 10 days after the end of each  calendar  month (or weekly if
     the  Franchisor  requires the  Franchisee  to pay the Royalty  described in
     Section 11.1 hereof on a weekly  basis),  a report on the Center's  Royalty
     Based Revenues for such calendar month (or week);

          b. within 90 days after the end of the  Franchisee's  fiscal  year,  a
     balance  sheet and profit and loss  statement  for the Center for such year
     (or monthly or quarterly if required by the Franchisor,  in which case such
     statements shall also reflect year-to-date information); and

          c. upon request of the  Franchisor,  within 10 days after such returns
     are filed,  exact copies of federal and state  income,  sales and any other
     tax returns and such other forms,  records,  books and other information as
     the Franchisor may periodically require.

The  Franchisor  reserves  the  right  to  require  that the  Franchisee  submit
financial  statements  on a  quarterly  or monthly  basis and  within  such time
periods  as may be  reasonable  under the  circumstances.  The  Franchisor  also
reserves  the  right  to  disclose  data  derived  from  such  reports,  without
identifying  the  Franchisee,   except  to  the  extent  identification  of  the
Franchisee  is  required  by law.  The  Franchisee  consents  to the  Franchisor
obtaining  financial  and  account  information  regarding  the  Center  and its
operations  from third parties with whom the Franchisee  does  business,  as and
when deemed necessary by the Franchisor.

                                       16

<PAGE>


     15.2. Verification.

     Each report and  financial  statement  to be  submitted  to the  Franchisor
pursuant to this Agreement shall be signed and verified by the Franchisee.

     15.3. Books and Records.

     The Franchisee shall maintain all books and records for its PAK MAIL Center
in  accordance  with  generally  accepted  accounting  principles,  consistently
applied, and in a manner as reasonably  prescribed by the Franchisor,  and shall
preserve  these  records  for at least five years after the fiscal year to which
they relate.

     15.4. Audit of Books and Records.

     The  Franchisee  shall permit the Franchisor to inspect and audit the books
and records of the PAK MAIL Center at any reasonable  time, at the  Franchisor's
expense. If any audit discloses a deficiency in amounts for payments owed to the
Franchisor   pursuant  to  this  Agreement,   then  such  amounts  shall  become
immediately payable to the Franchisor by the Franchisee,  with interest from the
date such  payments  were due at the  lesser of 1 1/2% per month or the  maximum
rate allowed by law. In the event such  inspection or audit is made necessary by
the Franchisee's  failure to furnish  required  reports,  supporting  records or
other information, or by the Franchisee's failure to furnish such information on
a  timely  basis  for  two or  more  consecutive  reporting  periods,  or if the
Franchisee has received advance notice from the Franchisor and fails to have the
books and  records  available  for such audit or  otherwise  fails to  cooperate
therewith or if an  understatement  of Royalty Based  Revenues for the period of
any audit is  determined  by any such audit or inspection to be greater than 5%,
the  Franchisee  shall  reimburse the  Franchisor  for the cost of such audit or
inspection,  including,  without  limitation,  the charges of attorneys  and any
independent accountants and the travel expenses, room and board and compensation
of the Franchisor's employees.

                                  16. TRANSFER

     16.1. Transfer by Franchisee.

     The franchise  granted herein is personal to the Franchisee  and, except as
stated below, the Franchisor shall not allow or permit any transfer, assignment,
subfranchise or conveyance of this Agreement or any interest hereunder.  As used
in this  Agreement,  the term  "transfer"  shall mean and include the voluntary,
involuntary,  direct or indirect assignment,  sale, gift or other disposition by
the  Franchisee  (or any of its owners) of any interest in: (1) this  Agreement;
(2) the  ownership  of the  Franchisee;  or (3) the  Center or any assets of the
Center.  Transfer shall include an assignment,  sale, gift or other  disposition
resulting  from a divorce,  insolvency,  corporate  or  partnership  dissolution
proceeding or otherwise by operation of law or, in the event of the death of the
Franchisee,  or an owner of the Franchisee,  by will, declaration of or transfer
in trust or under the laws of intestate succession.

     16.2. Pre-Conditions to Franchisee's Transfer.

     The  Franchisee  shall not transfer its rights under this  Agreement or any
interest  in it, or any part or portion of any  business  entity that owns it or
all or a  substantial  portion of the assets of the PAK MAIL Center,  unless the
Franchisee  obtains  the  Franchisor's  written  consent and  complies  with the
following requirements:



                                       17
<PAGE>


          a. Payment of all amounts due and owing  pursuant to this Agreement by
     the  Franchisee  to the  Franchisor  or its  affiliates or to third parties
     holding a security interest in any asset of the franchised business;

          b. Agreement by the proposed transferee to satisfactorily complete the
     initial training program described in this Agreement, which training may be
     completed by the transferee  either prior to or immediately  after transfer
     of rights under this Agreement;

          c. Execution of a Franchise Agreement in a form then currently offered
     by the Franchisor, which shall supersede this Agreement in all respects. If
     a new Franchise  Agreement is signed, the terms thereof may differ from the
     terms of this  Agreement;  provided,  however,  the transferee  will not be
     required to pay any additional initial franchise fee;

          d.  Provision by the Franchisee of written notice to the Franchisor 30
     days' prior to the proposed effective date of the transfer,  such notice to
     contain  information  reasonably  detailed  to  enable  the  Franchisor  to
     evaluate the terms and conditions of the proposed transfer;

          e. The proposed  transferee  shall have  provided  information  to the
     Franchisor   sufficient   for  the   Franchisor   to  assess  the  proposed
     transferee's business experience, aptitude and financial qualification, and
     the Franchisor shall have  ascertained  that the proposed  transferee meets
     such qualifications;

          f.  Execution  by  Franchisee  of  a  general   release,   in  a  form
     satisfactory  to  the  Franchisor,  of  any  and  all  claims  against  the
     Franchisor,  its  affiliates  and  their  respective  officers,  directors,
     employees and agents;

          g. Payment by the Franchisee or the proposed transferee of $2,500; and

          h.  Agreement  by the  Franchisee  to  abide  by the  post-termination
     covenant not to compete set forth in Section 20.2 below.

     16.3. Franchisor's Approval of Transfer.

     The  Franchisor  has 30 days  from the date of the  written  notice  of the
proposed  transfer  to approve or  disapprove  in writing,  of the  Franchisee's
proposed  transfer.  The Franchisee  acknowledges  that the proposed  transferee
shall be evaluated for approval by the Franchisor  based on the same criteria as
is currently  being used to assess new  franchisees  of the  Franchisor and that
such  proposed  transferee  shall  be  provided,   if  appropriate,   with  such
disclosures  as may be required by state or federal  law. The  Franchisor  shall
have the right to approve the material  terms and  conditions  of the  transfer,
including,  without limitation, the right to confirm that the price and terms of
payment are not so burdensome as to affect adversely the transferee's  operation
of the Center.  If the Franchisee  (and/or the transferring  owners) finance any
part of the sale price of the  transferred  interest,  if any,  unless waived in
writing by the Franchisor,  the Franchisee and/or its owners must agree that all
obligations  of the  transferee  under  or  pursuant  to any  promissory  notes,
agreements or security interests reserved by the Franchisee or its owners in the
assets of the Center or the  Franchised  Location  shall be  subordinate  to the
transferee's obligations to pay Royalties,  Advertising  Contributions and other
amounts due to the Franchisor  and its  affiliates and to otherwise  comply with
this Agreement.  If the Franchisee and the proposed  transferee  comply with all
conditions  for assignment set forth herein and the Franchisor has not given the
Franchisee  notice of its  approval  or  disapproval  within the 30 day  period,
approval is deemed granted.


                                       18
<PAGE>


     16.4. Right of First Refusal.

     In the event the  Franchisee  wishes to  transfer  its  rights  under  this
Agreement or any  interest in it, or any part or portion of any business  entity
that  owns it, or all or a  substantial  portion  of the  assets of the PAK MAIL
Center, the Franchisee agrees to grant to the Franchisor a 30 day right of first
refusal  to  purchase  such  rights,  interest  or assets on the same  terms and
conditions as are  contained in the written  offer to purchase  submitted to the
Franchisee  by  the  proposed  purchaser;   provided,   however,  the  following
additional terms and conditions shall apply:

          a. The Franchisee shall notify the Franchisor of such offer by sending
     a written notice to the Franchisor  (which notice may be the same notice as
     required by Section 16.2(d)  above),  enclosing a copy of the written offer
     from the proposed purchaser;

          b. The 30 day right of first refusal period will run concurrently with
     the  period  in which the  Franchisor  has to  approve  or  disapprove  the
     proposed transferee;

          c. Such right of first refusal is effective for each proposed transfer
     and any material change in the terms or conditions of the proposed transfer
     shall be  deemed  a  separate  offer  on which a new 30 day  right of first
     refusal shall be given to the Franchisor;

          d. If the  consideration or manner of payment offered by a third party
     is such that the  Franchisor  may not reasonably be required to furnish the
     same, then the Franchisor may purchase the interest which is proposed to be
     sold for the reasonable cash equivalent. If the parties cannot agree within
     a reasonable time on the cash consideration, an independent appraiser shall
     be designated by the Franchisor,  whose  determination will be binding upon
     the  parties.  All  expenses  of the  appraiser  shall be paid for  equally
     between the Franchisor and the Franchisee; and

          e. If the  Franchisor  chooses  not to  exercise  its  right  of first
     refusal,  the  Franchisee  shall be free to complete the sale,  transfer or
     assignment,  subject  to  compliance  with  Sections  16.2 and 16.3  above.
     Absence of a reply to the Franchisee's notice of a proposed sale within the
     30 day period is deemed a waiver of such right of first refusal.

     16.5. Specific Types of Transfers.

     The  Franchisee  acknowledges  that the  Franchisor's  right to  approve or
disapprove of a proposed transfer, and all other requirements and rights related
to such  proposed  transfer,  as  provided  for  above,  shall  apply (1) if the
Franchisee is a partnership  or other business  association,  to the addition or
deletion  of a partner or  members of the  association  or the  transfer  of any
partnership  or  membership  among  existing  partners  or  members;  (2) if the
Franchisee  is a  corporation,  to any  proposed  transfer of 25% or more of the
stock of the  corporate  Franchisee,  whether such  transfer  occurs in a single
transaction or several transactions; and (3) if the Franchisee is an individual,
to the transfer from such individual or individuals to a corporation  controlled
by them, in which case the Franchisor's  approval will be conditioned  upon: (i)
the continuing  personal  guarantee of the individual (or  individuals)  for the
performance  of  obligations  under this  Agreement;  (ii) the  issuance  and/or
transfer of shares  which would  affect a change in  ownership of 25% or more of
the stock in the corporation being conditioned on the Franchisor's prior written
approval;  (iii) a limitation on the corporation's  business activity to that of
operating the PAK MAIL Center and related activities;  and (iv) other reasonable
conditions.  With respect to a proposed  transfer as described in subsection (1)
and (3) of this Section, the Franchisor's right of first refusal to purchase, as
set forth above,  shall not apply and the Franchisor will waive any transfer fee
chargeable to the Franchisee for a transfer under these circumstances.




                                       19
<PAGE>


     16.6. Assignment by the Franchisor.

     This Agreement is fully assignable by the Franchisor and shall inure to the
benefit of any assignee or other legal successor in interest, and the Franchisor
shall in such event be fully released from the same.

     16.7. Franchisee's Death or Disability.

     Upon  the  death  or  permanent   disability  of  the  Franchisee  (or  the
Franchisee's  individual  controlling  the  Franchisee  entity),  the  executor,
administrator,  conservator,  guardian or other personal  representative of such
person  shall  transfer  the  Franchisee's  interest in this  Agreement  or such
interest in the Franchisee  entity to an approved third party.  Such disposition
of this Agreement or such interest (including,  without limitation,  transfer by
bequest or  inheritance)  shall be completed  within a reasonable  time,  not to
exceed  120 days from the date of death or  permanent  disability,  and shall be
subject to all terms and  conditions  applicable to transfers  contained in this
Article 16.  Provided,  however,  that for purposes of this Section 16.7,  there
shall be no fee  charged by the  Franchisor  for the  initial  training  program
offered to the transferee. Failure to transfer the interest in this Agreement or
such  interest  in the  Franchisee  entity  within  said  period  of time  shall
constitute  a  breach  of this  Agreement.  For the  purposes  hereof,  the term
"permanent disability" shall mean a mental or physical disability, impairment or
condition  that is  reasonably  expected to prevent or actually does prevent the
Franchisee or the owner of a controlling  interest in the Franchisee entity from
supervising  the management and operation of the PAK MAIL Center for a period of
120 days from the onset of such disability, impairment or condition.

                             17. TERM AND EXPIRATION

     17.1. Term.

     The term of this  Agreement  is for a period  of 10 years  from the date of
this Agreement, unless sooner terminated as provided herein.

     17.2. Continuation.

     If the  Franchisee  continues  to operate the Center with the  Franchisor's
express or implied  consent  following  the  expiration or  termination  of this
Agreement,   the  continuation  will  be  a  month-to-month  extension  of  this
Agreement.  This  Agreement  will then be  terminable by either party on 30 days
written notice. Otherwise, all provisions of this Agreement will apply while the
Franchisee continues to operate the Center.

     17.3. Rights Upon Expiration.

     At the end of the initial term hereof the Franchisee  shall have the option
to renew its  franchise  rights for an additional  term, by acquiring  successor
franchise  rights,  if the Franchisor does not exercise its right not to offer a
successor franchise in accordance with Section 17.5 below and if the Franchisee:

          a. At least 30 days prior to expiration of the term, executes the form
     of Franchise Agreement then in use by the Franchisor;

          b. Has  complied  with all  provisions  of this  Agreement  during the
     current term,  including the payment on a timely basis of all Royalties and
     other fees due hereunder.  "Compliance" shall mean, at a minimum,  that the
     Franchisee has not received any written notification from the Franchisor of
     breach hereunder more than four times during the term hereof;




                                       20
<PAGE>


          c. Upgrades  and/or remodels the PAK MAIL Center and its operations at
     the Franchisee's  sole expense (the necessity of which shall be in the sole
     discretion of the  Franchisor) to conform with the then current  Operations
     Manual;

          d.  Executes  a  general  release,  in  a  form  satisfactory  to  the
     Franchisor,   of  any  and  all  claims  against  the  Franchisor  and  its
     affiliates, and their respective officers, directors,  employees and agents
     arising out of or relating to this Agreement; and

          e. Pays a successor franchise fee of $2,500.

     17.4. Exercise of Option for Successor Franchise.

     The Franchisee may exercise its option for a successor  franchise by giving
written  notice of such exercise to the Franchisor not later than 180 days prior
to the  scheduled  expiration  of this  Agreement.  The  Franchisee's  successor
franchise rights shall become effective by signing the Franchise  Agreement then
currently being offered to new franchisees of the Franchisor.

     17.5. Conditions of Refusal.

     The  Franchisor  shall not be obligated to offer the Franchisee a successor
franchise  upon the  expiration  of this  Agreement if the  Franchisee  fails to
comply with any of the above  conditions  of renewal.  In such event (except for
failure to execute the then current  Franchise  Agreement  or pay the  successor
franchise fee) the Franchisor  shall give notice of expiration at least 180 days
prior to the expiration of the term, and such notice shall set forth the reasons
for such refusal to offer  successor  franchise  rights.  Upon the expiration of
this Agreement,  the Franchisee shall comply with the provisions of Section 18.5
below.

                           18. DEFAULT AND TERMINATION

     18.1. Termination by Franchisee.

     If the Franchisee and its owners are in compliance  with this Agreement and
the  Franchisor  fails to comply with this  Agreement  and fails to correct such
failure within 30 days after written notice of failure to comply is delivered to
the  Franchisor,  the Franchisee may terminate this Agreement  effective 10 days
after delivery to the Franchisor of notice of termination. A termination of this
Agreement by the Franchisee for any other reason, or without notice and right to
cure,  shall be deemed a termination by the  Franchisee  without cause and in no
way  shall  release  the  Franchisee  from  the  terms  and  conditions  of this
Agreement.

     18.2. Termination by Franchisor - Effective Upon Notice.

     The  Franchisor  shall have the right,  at its option,  to  terminate  this
Agreement and all rights granted the Franchisee hereunder, without affording the
Franchisee any opportunity to cure any default (subject to any state laws to the
contrary,  where state law shall  prevail),  effective upon receipt of notice by
the Franchisee,  addressed as provided in Section 22.13,  upon the occurrence of
any of the following events:




                                       21
<PAGE>


          a.  Abandonment.  If the  Franchisee  ceases to  operate  the PAK MAIL
     Center or  otherwise  abandons  the PAK MAIL  Center  for a period of three
     consecutive  days,  or any shorter  period that  indicates an intent by the
     Franchisee to discontinue operation of the PAK MAIL Center, unless and only
     to the extent that full  operation  of the PAK MAIL Center is  suspended or
     terminated  due to fire,  flood,  earthquake or other similar causes beyond
     the  Franchisee's  control and not related to the  availability of funds to
     the Franchisee;

          b. Insolvency;  Assignments. If the Franchisee becomes insolvent or is
     adjudicated  a bankrupt;  or any action is taken by the  Franchisee,  or by
     others  against  the  Franchisee   under  any  insolvency,   bankruptcy  or
     reorganization  act, (this  provision may not be enforceable  under federal
     bankruptcy law, 11 U.S.C.  ss.ss.  101 et seq.), or if the Franchisee makes
     an assignment  for the benefit of creditors,  or a receiver is appointed by
     the Franchisee;

          c. Unsatisfied Judgments; Levy; Foreclosure.  If any material judgment
     (or several  judgments  which in the  aggregate  are  material) is obtained
     against the Franchisee and remains  unsatisfied or of record for 30 days or
     longer  (unless a supersedeas  or other appeal bond has been filed);  or if
     execution  is  levied  against  the  Franchisee's  business  or  any of the
     property used in the operation of the PAK MAIL Center and is not discharged
     within five days; or if the real or personal  property of the  Franchisee's
     business  shall be sold after levy  thereupon  by any  sheriff,  marshal or
     constable;

          d. Criminal Conviction.  If the Franchisee is convicted of a felony, a
     crime involving moral turpitude, or any crime or offense that is reasonably
     likely,  in  the  sole  opinion  of  the  Franchisor,   to  materially  and
     unfavorably affect the System, Marks, goodwill or reputation thereof;

          e.  Failure  to Make  Payments.  If the  Franchisee  fails  to pay any
     amounts due the Franchisor or  affiliates,  including any amounts which may
     be due as a result  of any  subleases  or  lease  assignments  between  the
     Franchisee and the Franchisor,  within 10 days after receiving  notice that
     such fees or amounts are overdue;

          f. Misuse of Marks.  If the Franchisee  misuses or fails to follow the
     Franchisor's  directions and guidelines  concerning use of the Franchisor's
     Marks and fails to  correct  the  misuse or  failure  within ten days after
     notification from the Franchisor;

          g.  Unauthorized  Disclosure.   If  the  Franchisee  intentionally  or
     negligently  discloses  to any  unauthorized  person the contents of or any
     part of the Franchisor's  Operations Manual, the Program, the POS System or
     any other trade secrets or confidential information of the Franchisor;

          h. Repeated Noncompliance. If the Franchisee has received two previous
     notices  of  default  from the  Franchisor  and is again in default of this
     Agreement  within a 12 month  period,  regardless  of whether the  previous
     defaults were cured by the Franchisee; or

          i.  Unauthorized  Transfer.  If the  Franchisee  sells,  transfers  or
     otherwise  assigns  the  Franchise,  an interest  in the  Franchise  or the
     Franchisee  entity,  this  Agreement,  the PAK MAIL Center or a substantial
     portion  of the  assets  of the PAK MAIL  Center  owned  by the  Franchisee
     without complying with the provisions of Article 16 above.


                                       22
<PAGE>


     18.3. Termination by Franchisor - Thirty Days Notice.

     The Franchisor shall have the right to terminate this Agreement (subject to
any state laws to the contrary,  where state law shall prevail),  effective upon
30 days written notice to the Franchisee,  if the Franchisee  breaches any other
provision  of this  Agreement  and fails to cure the default  during such 30 day
period.  In that event,  this Agreement will terminate without further notice to
the Franchisee,  effective upon expiration of the 30 day period.  Defaults shall
include, but not be limited to, the following:

          a. Failure to Maintain Standards. The Franchisee fails to maintain the
     then current  operating  procedures  and adhere to the  specifications  and
     standards  established  by the  Franchisor  as set  forth  herein or in the
     Operations Manual or otherwise communicated to the Franchisee;

          b. Deceptive  Practices.  The Franchisee  engages in any  unauthorized
     business or practice or sells any unauthorized product or service under the
     Franchisor's Marks or under a name or mark which is confusingly  similar to
     the Franchisor's Marks;

          c.  Failure  to Obtain  Consent.  The  Franchisee  fails,  refuses  or
     neglects to obtain the  Franchisor's  prior written  approval or consent as
     required by this Agreement;

          d. Failure to Comply with Manual.  The Franchisee  fails or refuses to
     comply with the then-current requirements of the Operations Manual; or

          e. Breach of Related Agreement. The Franchisee defaults under any term
     of the  purchase  contract,  lease,  sublease or lease  assignment  for the
     Franchised  Location,  any other agreement material to the PAK MAIL Center,
     any other Franchise  Agreement between the Franchisor and the Franchisee or
     any other  agreement  between the  Franchisor  and the  Franchisee and such
     default is not cured within the time  specified in such purchase  contract,
     lease,  sublease,  other agreement or other Franchise Agreement.  Provided,
     however,  so long as  financing  from  the  United  States  Small  Business
     Administration  remains outstanding,  the Franchisee will be given the same
     opportunity to cure defaults under any agreement  between the Franchisor or
     its  affiliates and the  Franchisee,  as the Franchisee is given under this
     Agreement.

Notwithstanding  the  foregoing,  if the breach is  curable,  but is of a nature
which cannot be  reasonably  cured within such 30 day period and the  Franchisee
has  commenced  and is  continuing to make good faith efforts to cure the breach
during  such  30 day  period,  the  Franchisee  shall  be  given  an  additional
reasonable  period  of time to cure the  same,  and  this  Agreement  shall  not
automatically terminate without written notice from the Franchisor.

     18.4. Right to Purchase.

     Upon  termination  or  expiration  of this  Agreement  for any reason,  the
Franchisor shall have the option to purchase the PAK MAIL Center or a portion of
the assets of the Center,  which may include, at the Franchisor's option, all of
the Franchisee's  interest, if any, in and to the real estate upon which the PAK
MAIL  Center is  located,  and all  buildings  and other  improvements  thereon,
including leasehold interests, at fair market value, less any amount apportioned
to the goodwill of the PAK MAIL Center which is attributable to the Franchisor's
Marks and System, and less any amounts owed to the Franchisor by the Franchisee.
The following additional terms shall apply to the Franchisor's  exercise of this
option:

          a. The Franchisor's option hereunder shall be exercisable by providing
     the Franchisee  with written notice of its intention to exercise the option
     given to the Franchisee no later than the effective date of termination, in
     the case of termination, or at least 90 days prior to the expiration of the
     term of the franchise, in the case of non-renewal.


                                       23
<PAGE>


          b.  The  Franchisor  and the  Franchisee  agree  that  the  terms  and
     conditions of this right and option to purchase may be recorded,  if deemed
     appropriate  by the  Franchisor,  in the  real  property  records  and  the
     Franchisor  and the  Franchisee  further  agree to execute such  additional
     documentation  as may be  necessary  and  appropriate  to  effectuate  such
     recording.

          c. The  Franchisor  shall set the closing for the  purchase of the PAK
     MAIL  Center to take place no later than 60 days after the  termination  or
     nonrenewal  date. The Franchisor will pay the purchase price in full at the
     closing,  or, at its option, in five equal consecutive monthly installments
     with interest at a rate of ten percent per annum.  The Franchisee must sign
     all documents of assignment  and transfer as are  reasonably  necessary for
     purchase of the PAK MAIL Center or its assets by the Franchisor.

          d. During the time after the Franchisor notifies the Franchisee of the
     exercise  of the  option but before the  closing  ("Interim  Period"),  the
     Franchisor  has the right to obtain an  independent  appraisal  of the fair
     market value of the assets being purchased and, if the Franchisor  requests
     that such an appraisal be obtained, the Franchisor and the Franchisee shall
     each select an  appraiser  who, in turn,  shall  select a third  appraiser,
     whose  appraisal  shall be binding on both parties.  The  obligation of the
     Franchisor to close shall be contingent on the appraisal  being  acceptable
     to the Franchisor.

In the event that the  Franchisor  does not exercise the  Franchisor's  right to
purchase the  Franchisee's  PAK MAIL Center as set forth above,  the  Franchisee
will be free to keep or to sell,  after such  termination or expiration,  to any
third  party,  all of the  physical  assets  of its PAK MAIL  Center;  provided,
however,  that all  appearances  of the  Marks  are  first  removed  in a manner
approved in writing by the Franchisor.

     18.5.  Obligations  of  Franchisee  Upon  Termination  or  Expiration.  The
Franchisee is obligated  upon  termination  or  expiration of this  Agreement to
immediately:

          a. Pay to the  Franchisor all  Royalties,  Advertising  Contributions,
     other  fees,  and any and all  amounts or  accounts  payable  then owed the
     Franchisor or its affiliates pursuant to this Agreement, or pursuant to any
     other  agreement,  whether written or oral,  including  subleases and lease
     assignments, between the parties;

          b.  Cease to  identify  itself as a PAK MAIL  franchisee  or  publicly
     identify itself as a former Franchisee or use any of the Franchisor's trade
     secrets,  signs,  symbols,  devices,  trade  names,  trademarks,  or  other
     materials.

          c. Immediately cease to identify the Franchised  Location as being, or
     having been, associated with the Franchisor and, if deemed necessary by the
     Franchisor,  paint or  otherwise  change the  interior  and exterior of the
     Center to distinguish it from a PAK MAIL Center and immediately cease using
     any  proprietary  mark of the  Franchisor or any mark in any way associated
     with the PAK MAIL Marks and System;

          d. Deliver to the  Franchisor all items which bear the PAK MAIL Marks,
     signs, sign-faces, advertising materials, forms and other materials bearing
     any of the Marks or otherwise  identified  with the Franchisor and obtained
     by and in connection with this Agreement;

          e. Immediately deliver to the Franchisor the Operations Manual and all
     other  information,  documents and copies thereof which are  proprietary to
     the Franchisor;




                                       24
<PAGE>


          f. Take such  action as may be required  to cancel all  fictitious  or
     assumed names or equivalent  registrations relating to its use of any Marks
     which are under the exclusive  control of the  Franchisor or, at the option
     of the Franchisor, assign the same to the Franchisor;

          g. Notify the telephone company and all telephone directory publishers
     of the  termination  or  expiration  of the  Franchisee's  right to use any
     telephone number and any regular,  classified or other telephone  directory
     listings  associated with any Mark and to authorize transfer thereof to the
     Franchisor or its designee.  The Franchisee  acknowledges  that, as between
     the  Franchisee and the  Franchisor,  the Franchisor has the sole rights to
     and interest in all telephone,  telecopy or facsimile  machine  numbers and
     directory listings associated with any Mark. The Franchisee  authorizes the
     Franchisor,  and hereby  appoints the Franchisor and any of its officers as
     the Franchisee's attorney-in-fact,  to direct the telephone company and all
     telephone  directory  publishers  to transfer  any  telephone,  telecopy or
     facsimile  machine numbers and directory  listings relating to the PAK MAIL
     Center to the  Franchisor or its designee,  should the  Franchisee  fail or
     refuse to do so, and the  telephone  company  and all  telephone  directory
     publishers may accept such direction or this Agreement as conclusive of the
     Franchisor's  exclusive  rights in such  telephone  numbers  and  directory
     listings and the Franchisor's authority to direct their transfer;

          h. If  applicable,  take such action as may be required to remove from
     the internet all sites referring to the Franchisee's former PAK MAIL Center
     or any of the Marks and to  cancel  or  assign  to the  Franchisor,  in the
     Franchisor's sole discretion,  all rights to any domain names for any sites
     on the internet  that refer to the  Franchisee's  former PAK MAIL Center or
     any of the Marks;

          i. Comply  with all  applicable  provisions  of the  Software  License
     Agreement; and

          j. Abide by all restrictive  covenants set forth in Article 20 of this
     Agreement.

     18.6. Acknowledgement.

     In the event this  Agreement is terminated by the  Franchisor  prior to its
expiration  as set  forth  in  Sections  18.2  and 18.3  above,  the  Franchisee
acknowledges and agrees that, in addition to all other available  remedies,  the
Franchisor  shall have the right to recover  lost  future  royalties  during any
period in which the Franchisee fails to pay such royalties through and including
the remainder of the then current term of this Agreement.

     18.7. State and Federal Law.

     THE PARTIES  ACKNOWLEDGE THAT IN THE EVENT THAT THE TERMS OF THIS AGREEMENT
REGARDING  TERMINATION OR EXPIRATION ARE  INCONSISTENT  WITH APPLICABLE STATE OR
FEDERAL LAW, SUCH LAW SHALL GOVERN THE FRANCHISEE'S RIGHTS REGARDING TERMINATION
OR EXPIRATION OF THIS AGREEMENT.

                            19. BUSINESS RELATIONSHIP

     19.1. Independent Businesspersons.

     The parties agree that each of them are independent businesspersons,  their
only  relationship  is by  virtue  of  this  Agreement  and  that  no  fiduciary
relationship  is created  hereunder.  Neither party is liable or responsible for
the other's  debts or  obligations,  nor shall either party be obligated for any
damages to any person or  property  directly  or  indirectly  arising out of the
operation of the other party's business  authorized by or conducted  pursuant to


                                       25
<PAGE>


this  Agreement.  The Franchisor  and the Franchisee  agree that neither of them
will hold  themselves out to be the agent,  employer or partner of the other and
that neither of them has the  authority to bind or incur  liability on behalf of
the other.

     19.2. Payment of Third Party Obligations.

     The Franchisor shall have no liability for the Franchisee's  obligations to
pay any third parties, including without limitation, any product vendors, or any
sales, use, service,  occupation,  excise, gross receipts,  income,  property or
other tax levied upon the Franchisee,  the Franchisee's  property,  the PAK MAIL
Center or upon the  Franchisor  in  connection  with the sales made or  business
conducted by the Franchisee  (except any taxes the Franchisor is required by law
to collect from the Franchisee with respect to purchases from the Franchisor).

     19.3. Indemnification.

     The  Franchisee   agrees  to  indemnify,   defend  and  hold  harmless  the
Franchisor,  its subsidiaries and affiliates, and their respective shareholders,
directors,   officers,   employees,   agents,  successors  and  assignees,  (the
"Indemnified   Parties")  against,   and  to  reimburse  them  for  all  claims,
obligations and damages  described in this Section 19.3, any and all third party
obligations  described  in Section  19.2 and any and all claims and  liabilities
directly or  indirectly  arising out of the  operation of the PAK MAIL Center or
arising  out of the use of the Marks and System in any manner not in  accordance
with this Agreement. For purposes of this indemnification, claims shall mean and
include all obligations,  actual and consequential  damages and costs reasonably
incurred in the defense of any claim against the Indemnified Parties, including,
without limitation, reasonable accountants', attorneys' and expert witness fees,
costs of  investigation  and  proof of  facts,  court  costs,  other  litigation
expenses and travel and living expenses.  The Franchisor shall have the right to
defend any such claim against it. This  indemnity  shall  continue in full force
and effect  subsequent to and  notwithstanding  the expiration or termination of
this Agreement.

                            20. RESTRICTIVE COVENANTS

     20.1. Non-Competition During Term.

     The Franchisee  acknowledges  that, in addition to the license of the Marks
hereunder,  the Franchisor has also licensed  commercially  valuable information
which  comprises  and is a part of the  System,  including  without  limitation,
operations,  marketing,  advertising  and related  information and materials and
that the value of this  information  derives not only from the time,  effort and
money which went into its compilation, but from the usage of the same by all the
franchisees  of the  Franchisor  using  the  Marks and  System.  The  Franchisee
therefore  agrees  that  other  than  the PAK MAIL  Center  licensed  herein  or
authorized by separate agreement with the Franchisor, neither the Franchisee nor
any of the Franchisee's officers,  directors,  shareholders or partners, nor any
member  of his or  their  immediate  families,  shall  during  the  term of this
Agreement:

          a. have any direct or indirect  controlling interest as a disclosed or
     beneficial owner in a "Competitive Business" as defined below;

          b.  perform  services  as  a  director,  officer,  manager,  employee,
     consultant,  representative, agent or otherwise for a Competitive Business;
     or

          c.  divert  or  attempt  to divert  any  business  related  to, or any
     customer or account of the PAK MAIL Center,  the  Franchisor's  business or
     any  other  PAK  MAIL  franchisee's   business,  by  direct  inducement  or
     otherwise, or divert or attempt to divert the employment of any employee of



                                       26
<PAGE>


     the Franchisor or another franchisee  licensed by the Franchisor to use the
     Marks and System,  to any Competitive  Business by any direct inducement or
     otherwise.

     The term  "Competitive  Business" as used in this Agreement  shall mean any
business  operating,  or granting franchises or licenses to others to operate, a
packaging,  crating,  freight  forwarding and/or mailing business or any similar
business  (excluding  operating or granting franchises or licenses to others for
PAK MAIL Centers  operated  under  franchise  agreements  with the  Franchisor).
Notwithstanding  the  foregoing,  the  Franchisee  shall not be prohibited  from
owning  securities in a Competitive  Business if such securities are listed on a
stock exchange or traded on the over-the-counter market and represent 5% or less
of that class of securities issued and outstanding.

     20.2. Post-Termination Covenant Not to Compete.

     Upon  termination  or  expiration  of this  Agreement  for any reason,  the
Franchisee  and its officers,  directors,  shareholders,  and/or  partners agree
that, for a period of two years  commencing on the effective date of termination
or expiration,  or the date on which the Franchisee  ceases to conduct business,
whichever  is  later,   neither   Franchisee   nor  its   officers,   directors,
shareholders,  and/or  partners  shall  have any  direct  or  indirect  interest
(through a member of any  immediate  family of the  Franchisee  or its Owners or
otherwise)  as a disclosed or beneficial  owner,  investor,  partner,  director,
officer, employee, consultant,  representative or agent or in any other capacity
in any Competitive Business, defined in Section 20.1 above, located or operating
within a 25 mile  radius of the  Franchised  Location  or within 25 miles of any
other  franchised or  company-owned  PAK MAIL Center.  The  restrictions of this
Section  shall  not be  applicable  to the  ownership  of  shares  of a class of
securities listed on a stock exchange or traded on the  over-the-counter  market
that  represent  5% or less of the number of shares of that class of  securities
issued  and   outstanding.   The   Franchisee   and  its  officers,   directors,
shareholders, and/or partners expressly acknowledge that they possess skills and
abilities of a general nature and have other  opportunities  for exploiting such
skills. Consequently, enforcement of the covenants made in this Section will not
deprive them of their personal goodwill or ability to earn a living.

     20.3. Confidentiality of Proprietary Information.

     The Franchisee  shall treat all  information it receives which comprises or
is a part of the System licensed  hereunder as proprietary and  confidential and
will not use such information in an unauthorized  manner or disclose the same to
any  unauthorized  person  without  first  obtaining  the  Franchisor's  written
consent. The Franchisee acknowledges that the Marks and the System have valuable
goodwill  attached  to them,  that the  protection  and  maintenance  thereof is
essential to the Franchisor and that any  unauthorized  use or disclosure of the
Marks and System will result in irreparable harm to the Franchisor.

     20.4. Confidentiality Agreement.

     The Franchisor reserves the right to require that the Franchisee cause each
of its officers, directors, partners, shareholders, and Principal Operator, and,
if the  Franchisee is an  individual,  immediate  family  members,  to execute a
Nondisclosure and Noncompetition Agreement containing the above restrictions, in
a form approved by the Franchisor.



                                       27
<PAGE>


                                  21. INSURANCE

     21.1. Insurance Coverage.

     The  Franchisee  shall  procure,  maintain  and  provide  evidence  of  (i)
comprehensive  general liability  insurance for the Franchised  Location and its
operations  with a limit of not less than  $1,000,000  combined single limit, or
such  greater  limit as may be required as part of any lease  agreement  for the
Franchised Location;  (ii) automobile liability insurance covering all employees
of the PAK MAIL Center with  authority  to operate a motor  vehicle in an amount
not less than  $1,000,000 or, with the prior written  consent of the Franchisor,
such lesser amount as may be available at a commercially reasonable rate, but in
no event less than any statutorily imposed minimum coverage;  (iii) unemployment
and worker's  compensation  insurance with a broad form  all-states  endorsement
coverage  sufficient  to meet the  requirements  of the law;  and (iv)  all-risk
personal  property  insurance  in an  amount  equal  to at  least  100%  of  the
replacement  costs of the  contents and tenant  improvements  located at the PAK
MAIL Center. All of the required policies of insurance shall name the Franchisor
as an additional  named  insured and shall provide for a 30 day advance  written
notice to the Franchisor of cancellation.

     21.2. Proof of Insurance Coverage.

     The Franchisee  will provide proof of insurance to the Franchisor  prior to
commencement of operations at its PAK MAIL Center. This proof will show that the
insurer has been  authorized to inform the  Franchisor in the event any policies
lapse or are  cancelled.  The  Franchisor  has the right to change  the  minimum
amount of  insurance  the  Franchisee  is  required  to  maintain  by giving the
Franchisee  prior  reasonable  notice,  giving  due  consideration  to  what  is
reasonable  and  customary  in the  similar  business.  Noncompliance  with  the
insurance  provisions set forth herein shall be deemed a material breach of this
Agreement;  in the event of any lapse in insurance coverage,  in addition to all
other  remedies,  the  Franchisor  shall  have  the  right  to  demand  that the
Franchisee   cease  operations  of  the  PAK  MAIL  Centers  until  coverage  is
reinstated,  or, in the alternative,  pay any  delinquencies in premium payments
and charge the same back to the Franchisee.

                          22 .MISCELLANEOUS PROVISIONS

     22.1. Governing Law/Consent to Venue and Jurisdiction.

     Except to the extent  governed by the United  States  Trademark Act of 1946
(Lanham  Act,  15  U.S.C.  Sections  1051 et seq.) or other  federal  law,  this
Agreement  shall be interpreted  under the laws of the state of Colorado and any
dispute  between the parties  shall be governed by and  determined in accordance
with the substantive laws of the state of Colorado,  which laws shall prevail in
the  event of any  conflict  of law.  The  Franchisee  and the  Franchisor  have
negotiated  regarding a forum in which to resolve any  disputes  which may arise
between them and have agreed to select a forum in order to promote  stability in
their  relationship.  Therefore,  if a claim is asserted in any legal proceeding
involving the Franchisee,  its officers or directors (collectively,  "Franchisee
Affiliates")  and the  Franchisor,  its officers,  directors or sales  employees
(collectively,  "Franchisor  Affiliates")  both parties agree that the exclusive
venue for  disputes  between  them shall be in the state and  federal  courts of
Colorado  and  each  waive  any  objection  either  may  have  to  the  personal
jurisdiction  of or venue in the  state and  federal  courts  of  Colorado.  The
Franchisor,  the  Franchisor  Affiliates,  the  Franchisee  and  the  Franchisee
Affiliates each waive their rights to a trial by jury.




                                       28
<PAGE>


     22.2. Modification.

     The  Franchisor  and/or the  Franchisee may modify this Agreement only upon
execution  of a  written  agreement  between  the two  parties.  The  Franchisee
acknowledges that the Franchisor may modify its standards and specifications and
operating  and  marketing   techniques  set  forth  in  the  Operations   Manual
unilaterally under any conditions and to the extent in which the Franchisor,  in
its sole discretion,  deems necessary to protect,  promote, or improve the Marks
and  the  quality  of  the  System,   but  under  no  circumstances   will  such
modifications be made arbitrarily without such determination.

     22.3. Entire Agreement.

     This  Agreement,  including  all exhibits and addenda,  contains the entire
agreement  between  the  parties  and  supersedes  any and all prior  agreements
concerning the subject matter hereof. The Franchisee agrees and understands that
the Franchisor shall not be liable or obligated for any oral  representations or
commitments  made prior to the  execution  hereof or for claims of  negligent or
fraudulent  misrepresentation  and that no modifications of this Agreement shall
be effective except those in writing and signed by both parties.  The Franchisor
does not  authorize  and will not be bound by any  representation  of any nature
other  than  those   expressed  in  this  Agreement.   The  Franchisee   further
acknowledges  and  agrees  that no  representations  have been made to it by the
Franchisor  regarding  projected  sales  volumes,  market  potential,  revenues,
profits of the  Franchisee's  PAK MAIL Center,  or operational  assistance other
than as stated in this Agreement or in any disclosure  document  provided by the
Franchisor or its representatives.

     22.4. Delegation by the Franchisor.

     From time to time,  the  Franchisor  shall have the right to  delegate  the
performance  of any portion or all of its  obligations  and duties  hereunder to
third  parties,  whether the same are agents of the  Franchisor  or  independent
contractors  which the Franchisor has contracted  with to provide such services.
The Franchisee agrees in advance to any such delegation by the Franchisor of any
portion or all of its obligations and duties hereunder.

     22.5. Effective Date.

     This Agreement  shall not be effective  until accepted by the Franchisor as
evidenced  by the  signing  and  dating of this  Agreement  by an officer of the
Franchisor.

     22.6. Review of Agreement.

     The  Franchisee  acknowledges  that it had a copy of this  Agreement in its
possession  for a period of time not less than ten full  business  days,  during
which  time  the  Franchisee  has  had  the   opportunity  to  submit  same  for
professional  review and  advice of the  Franchisee's  choosing  prior to freely
executing this Agreement.

     22.7. Attorneys' Fees.

     In the event of any default on the part of either party to this  Agreement,
in addition to all other  remedies,  the party in default will pay the aggrieved
party all amounts due and all damages, costs and expenses,  including reasonable
attorneys'  fees,   incurred  by  the  aggrieved  party  in  any  legal  action,
arbitration  or other  proceeding as a result of such default,  plus interest at
the highest rate allowable by law, accruing from the date of such default.




                                       29
<PAGE>


     22.8. Injunctive Relief.

     Nothing herein shall prevent the Franchisor or the Franchisee  from seeking
injunctive  relief  to  prevent  irreparable  harm,  in  addition  to all  other
remedies.  If the  Franchisor  seeks an injunction,  the Franchisor  will not be
required to post a bond or bonds in excess of $500.

     22.9. Payment of Taxes.

     The  Franchisee  shall  reimburse the  Franchisor,  or its  affiliates  and
designees,  promptly  and when due,  the amount of all sales  taxes,  use taxes,
personal property taxes and similar taxes imposed upon, required to be collected
or paid by the  Franchisor,  or its  affiliates  or  designees,  on  account  of
services or goods furnished by the Franchisor,  its affiliates or designees,  to
the Franchisee through sale, lease or otherwise,  or on account of collection by
the   Franchisor  of  the  initial   franchise   fee,   Royalties,   Advertising
Contributions  or any other  payments made by the  Franchisee to the  Franchisor
required under the terms of this Agreement.

     22.10. No Waiver.

     No waiver of any  condition  or covenant  contained  in this  Agreement  or
failure to exercise a right or remedy by the Franchisor or the Franchisee  shall
be considered to imply or constitute a further  waiver by the  Franchisor or the
Franchisee of the same or any other condition, covenant, right, or remedy.

     22.11. No Right to Set Off.

     The  Franchisee  shall  not be  allowed  to set  off  amounts  owed  to the
Franchisor  for  Royalties,  fees or other  amounts due  hereunder,  against any
monies owed to  Franchisee,  nor shall the Franchisee in any event withhold such
amounts due to any alleged  nonperformance  by the Franchisor  hereunder,  which
right of set off is hereby expressly waived by the Franchisee.

     22.12. Invalidity.

     If any  provision  of this  Agreement  is held invalid by any tribunal in a
final decision from which no appeal is or can be taken,  such provision shall be
deemed  modified to eliminate  the invalid  element  and, as so  modified,  such
provision  shall  be  deemed  a part  of this  Agreement  as  though  originally
included.  The remaining  provisions of this Agreement  shall not be affected by
such modification.

     22.13. Notices.

     All notices  required to be given  under this  Agreement  shall be given in
writing,  by  certified  mail,  return  receipt  requested,  or by an  overnight
delivery service providing documentation of receipt, at the address set forth in
the first Section of this Agreement or at such other addresses as the Franchisor
or the  Franchisee  may designate  from time to time,  and shall be  effectively
given when  deposited  in the United  States  mails,  postage  prepaid,  or when
received via overnight delivery, as may be applicable.

     22.14. Acknowledgement.

     BEFORE SIGNING THIS AGREEMENT, THE FRANCHISEE SHOULD READ IT CAREFULLY WITH
THE ASSISTANCE OF LEGAL COUNSEL. THE FRANCHISEE ACKNOWLEDGES THAT:


                                       30
<PAGE>


          (A) THE SUCCESS OF THE BUSINESS VENTURE  CONTEMPLATED  HEREIN INVOLVES
     SUBSTANTIAL  RISKS  AND  DEPENDS  UPON  THE  FRANCHISEE'S   ABILITY  AS  AN
     INDEPENDENT  BUSINESS  PERSON  AND ITS  ACTIVE  PARTICIPATION  IN THE DAILY
     AFFAIRS OF THE BUSINESS, AND

          (B) NO ASSURANCE OR WARRANTY, EXPRESS OR IMPLIED, HAS BEEN GIVEN AS TO
     THE POTENTIAL SUCCESS OF SUCH BUSINESS VENTURE OR THE EARNINGS LIKELY TO BE
     ACHIEVED, AND

          (C) NO STATEMENT, REPRESENTATION OR OTHER ACT, EVENT OR COMMUNICATION,
     EXCEPT  AS SET  FORTH  IN  THIS  AGREEMENT,  AND IN ANY  OFFERING  CIRCULAR
     SUPPLIED TO THE FRANCHISEE IS BINDING ON THE FRANCHISOR IN CONNECTION  WITH
     THE SUBJECT MATTER OF THIS AGREEMENT.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.

PAK MAIL CENTERS OF AMERICA, INC.,  FRANCHISEE
a Colorado corporation
                                    ------------------------------------------
                                    (Print Name)

By:
   ------------------------------   ------------------------------------------
Name:                               Individually
     ----------------------------
Title:                              Title:
      ---------------------------         -----------------------------------
                                    Address:
                                            ---------------------------------
                                    City:
                                         -----------------------------------
                                    State:                 Zip:
                                          --------------       -------------
                                    OR:

                                    (if a corporation or partnership)

                                    --------------------------------------------
                                    Company Name

                                    By:
                                       --------------------------------------
                                    Name:
                                          -----------------------------------
                                    Title:
                                          -----------------------------------
                                    Address:
                                            ---------------------------------
                                    City:
                                         -----------------------------------
                                    State:                 Zip:
                                          --------------       -------------

                                       31
<PAGE>
                                                                    EXHIBIT I TO
                                                             FRANCHISE AGREEMENT


                  ADDENDUM TO PAK MAIL CENTERS OF AMERICA, INC.
                               FRANCHISE AGREEMENT

     1. Franchised Location and Protected  Territory.  The Franchised  Location,
set    forth    in    Section    3.1    of    the     Agreement     shall    be:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
The Protected Territory described in Section 3.2 of the Agreement, shall be:
-------------------------------------------------------------------------------
--------------------------------------------------------------------------------
OR

     Designated  Area. The Franchisor  and the Franchisee  acknowledge  that the
Franchised  Location  cannot be  designated  in  Section  1 above as a  specific
address  because the location has not been  selected  and  approved;  therefore,
within 90 days  following the date of the Agreement,  the Franchisee  shall take
steps to choose  and  acquire a  location  for its PAK MAIL  Center  within  the
following geographic area ("Designated Area"):
                                              ----------------------------------
-------------------------------------------------------------------------------
--------------------------------------------------------------------------------

     2. Acknowledgement.  By executing this Exhibit and/or the Rider hereto, the
Franchisee  acknowledges  that  the  Franchisor's  approval  of a site  does not
constitute a representation or warranty of any kind,  express or implied,  as to
the  suitability  of the site for a PAK MAIL Center or for any other purpose and
that the Franchisee's  acceptance of a franchise for the operation of a PAK MAIL
Center  at the  site  is  based  on its  own  independent  investigation  of the
suitability of the site.

     Fully  executed  this      day of         , 20  .
                           ----       ---------    --

PAK MAIL CENTERS OF AMERICA, INC.,  FRANCHISEE
a Colorado corporation
                                    ------------------------------------------
                                    (Print Name)
By:
   ------------------------------   ------------------------------------------
Name:                               Individually
     ----------------------------
Title:                              Title:
      ---------------------------         -----------------------------------
                                    Address:
                                            ---------------------------------
                                    City:
                                         -----------------------------------
                                    State:                 Zip:
                                          --------------       -------------
                                    OR:

                                    (if a corporation or partnership)

                                    --------------------------------------------
                                    Company Name

                                    By:
                                       --------------------------------------
                                    Name:
                                          -----------------------------------
                                    Title:
                                          -----------------------------------
                                    Address:
                                            ---------------------------------
                                    City:
                                         -----------------------------------
                                    State:                 Zip:
                                          --------------       -------------

<PAGE>
                                                                     EXHIBIT I-1
                                                          TO FRANCHISE AGREEMENT


                      RIDER TO ADDENDUM - LOCATION APPROVAL

     1. Franchised Location.  The Franchised Location,  set forth in Section 3.1
of the Agreement shall be:
                          ------------------------------------------------------
--------------------------------------------------------------------------------

     2. Legal Address.  The business  address for any notices mailed pursuant to
Section 22.12 of the Agreement shall be changed to read as follows:
--------------------------------------------------------------------------------

     3. Protected Territory. The Protected Territory described in Section 3.2 of
the Agreement, shall be:
                         -------------------------------------------------------
--------------------------------------------------------------------------------

     Fully  executed  this      day of         , 20  .
                           ----       ---------    --

PAK MAIL CENTERS OF AMERICA, INC.,  FRANCHISEE
a Colorado corporation
                                    ------------------------------------------
                                    (Print Name)

By:
   ------------------------------   ------------------------------------------
Name:                               Individually
     ----------------------------
Title:                              Title:
      ---------------------------         -----------------------------------
                                    Address:
                                            ---------------------------------
                                    City:
                                         -----------------------------------
                                    State:                 Zip:
                                          --------------       -------------
                                    OR:

                                    (if a corporation or partnership)

                                    --------------------------------------------
                                    Company Name

                                    By:
                                       --------------------------------------
                                    Name:
                                          -----------------------------------
                                    Title:
                                          -----------------------------------
                                    Address:
                                            ---------------------------------
                                    City:
                                         -----------------------------------
                                    State:                 Zip:
                                          --------------       -------------

<PAGE>
                                                                      EXHIBIT II
                                                          TO FRANCHISE AGREEMENT

               GUARANTY AND ASSUMPTION OF FRANCHISEE'S OBLIGATIONS

     In  consideration  of, and as an inducement  to, the execution of the above
Franchise Agreement (the "Agreement") by Pak Mail Centers of America,  Inc. (the
"Franchisor"), each of the undersigned hereby personally and unconditionally:

          Guarantees to the Franchisor  and its successors and assigns,  for the
     term of this Agreement,  including renewals thereof, that the franchisee as
     that term is defined in the Agreement  ("Franchisee")  shall punctually pay
     and perform each and every undertaking, agreement and covenant set forth in
     the Agreement; and

          Agrees to be personally bound by, and personally liable for the breach
     of, each and every provision in the Agreement.

Each of the undersigned waives the following:

          1.  Acceptance  and  notice of  acceptance  by the  Franchisor  of the
     foregoing undertaking;

          2. Notice of demand for payment of any indebtedness or  nonperformance
     of any obligations hereby guaranteed;

          3.  Protest  and notice of  default  to any party with  respect to the
     indebtedness or nonperformance of any obligations hereby guaranteed;

          4. Any right he or she may have to require  that any action be brought
     against Franchisee or any other person as a condition of liability; and

          5. Any and all other notices and legal or equitable  defenses to which
     he or she may be entitled.

Each of the undersigned consents and agrees that:

          1. His or her direct and immediate liability under this guaranty shall
     be joint and several;

          2. He or she shall render any payment or  performance  required  under
     the Agreement upon demand if Franchisee  fails or refuses  punctually to do
     so;

          3. Such liability shall not be contingent or conditioned  upon pursuit
     by the Franchisor of any remedies  against  Franchisee or any other person;
     and

          4. Such  liability  shall not be  diminished,  relieved  or  otherwise
     affected by any  extension of time,  credit or other  indulgence  which the
     Franchisor  may from  time to time  grant  to  Franchisee  or to any  other
     person,  including without limitation the acceptance of any partial payment
     or performance,  or the compromise or release of any claims,  none of which
     shall in any way modify or amend this  guaranty,  which shall be continuing
     and  irrevocable  during  the  term of the  Agreement,  including  renewals
     thereof.

     IN  WITNESS  WHEREOF,  each  of  the  undersigned  has  affixed  his or her
signature effective on the same day and year as the Agreement was executed.

WITNESS                                    GUARANTOR(S)

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


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


-------------------------------            -------------------------------------
-------------------------------
<PAGE>

                                                                     EXHIBIT III
                                                          TO FRANCHISE AGREEMENT

                             STATEMENT OF OWNERSHIP

Franchisee:
           ---------------------------------------------------------------------

Trade Name (if different from above):
                                     -------------------------------------------
--------------------------------------------------------------------------------

                                Form of Ownership
                                   (Check One)
                                                                 Limited
                                                                 Liability
     Individual          Partnership         Corporation         Company
-----              ------               -----              ------

     If a  Partnership,  provide  name  and  address  of  each  partner  showing
percentage owned, whether active in management,  and indicate the state in which
the partnership was formed.

     If a Limited Liability Company, provide name and address of each member and
each  manager  showing  percentage  owned  and  indicate  the state in which the
Limited Liability Company was formed.

     If a Corporation,  give the state and date of incorporation,  the names and
addresses  of each  officer and  director,  and list the names and  addresses of
every shareholder showing what percentage of stock is owned by each.

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

     Franchisee acknowledges that this Statement of Ownership applies to the PAK
MAIL Center authorized under the Franchise Agreement.

     Use  additional  sheets  if  necessary.  Any and all  changes  to the above
information must be reported to the Franchisor in writing.


------------------------------     ---------------------------------------------
Date                               Name


<PAGE>

                                                                      EXHIBIT IV
                                                          TO FRANCHISE AGREEMENT

                AUTHORIZATION AGREEMENT FOR PREARRANGED PAYMENTS
                                 (DIRECT DEBITS)

The undersigned  depositor  ("Depositor") hereby (1) authorizes Pak Mail Centers
of America,  Inc. ("Company") to initiate debit entries and/or credit correction
entries to the undersigned's checking and/or savings account indicated below and
(2) authorizes  the depository  designated  below  ("Depository")  to debit such
account pursuant to Company's instructions.


-------------------------------         ----------------------------------------
Depository                              Branch


-------------------------------         ----------------------------------------
City                                    State                           Zip Code

-------------------------------         ----------------------------------------
Bank Transit/ABA Number                 Account Number

This  authority  is to remain in full  force and  effect  until  Depository  has
received  joint  written   notification   from  Company  and  Depositor  of  the
Depositor's  termination of such authority in such time and in such manner as to
afford  Depository a reasonable  opportunity to act on it.  Notwithstanding  the
foregoing,  Depository  shall provide  Company and Depositor with 30 days' prior
written notice of the termination of this authority. If an erroneous debit entry
is initiated to Depositor's account,  Depositor shall have the right to have the
amount of such entry  credited to such account by  Depository,  if (a) within 15
calendar  days  following  the  date on which  Depository  sent to  Depositor  a
statement of account or a written notice pertaining to such entry or (b) 45 days
after posting, whichever occurs first, Depositor shall have sent to Depository a
written notice identifying such entry,  stating that such entry was in error and
requesting Depository to credit the amount thereof to such account. These rights
are in addition to any rights Depositor may have under federal and state banking
laws.


-------------------------------            -------------------------------------
-------------------------------
DEPOSITOR (Print Name)                     DEPOSITORY (Print Name)


By:                                        By:
   ----------------------------               ----------------------------------
-------------------------------
Its:                                       Its:
    ---------------------------                ---------------------------------
-------------------------------
Date:                                      Date:
     --------------------------                 --------------------------------
-------------------------------

<PAGE>

                                                                       EXHIBIT V
                                                          TO FRANCHISE AGREEMENT


                       ADDENDUM TO FRANCHISE AGREEMENT --
                                BUILD-OUT PROGRAM

     THIS   ADDENDUM    ("Addendum")   to   the   Franchise    Agreement   dated
__________________, 20____ is made effective as of the same date, by and between
PAK     MAIL     CENTERS     OF     AMERICA,     INC.     ("Franchisor")     and
________________________________________________________________ ("Franchisee"),
to  supplement  and amend  certain  terms of the  Agreement.  To the  extent not
defined herein, all initial-capitalized  references in this Agreement shall have
the same meaning as defined in the Agreement.

                                     PURPOSE

     A. The Agreement  grants the  Franchisee a franchise for the  establishment
and operation of a PAK MAIL Center in a retail location ("Center").

     B. The Franchisor provides or makes available construction, development and
build-out  services  ("Build-Out  Services") to assist qualified  franchisees in
constructing, developing and equipping a Center.

     C.  The  Franchisee  desires  to  obtain  the  Build-Out  Services  and the
Franchisor  desires to provide or make  available the Build-Out  Services to the
Franchisee under the terms and conditions which are contained in this Addendum.

     The Franchisor and the Franchisee therefore agree as follows:

     1.  Build-Out  Services.  The Franchisor  shall provide or make  available,
itself or through  arrangements  with  independent  contractors,  the  following
Build-Out  Services to the Franchisee,  for the development and  construction of
the Center:

          a. Procurement of suitable plans and specifications  conforming to the
     Franchisor's  requirements  for  dimensions,  exterior  design,  materials,
     interior design, layout, signs, counters,  equipment and decorating for the
     Center, in compliance with applicable  ordinances,  building codes,  permit
     requirements and lease requirements and restrictions.

          b. Obtaining of required construction-related permits and licenses.

          c. Procurement of fixtures,  materials,  equipment, modular furniture,
     counters  and other such  materials  required for the  construction  of the
     Center.

          d.  Securing of all  contractors  and/or  subcontractors  to construct
     improvements and install equipment and fixtures in the Center.

          e.  Completion of the  construction  of required  improvements  to the
     Center  premises and decorate the premises in compliance with the plans and
     specifications, and delivery of the completed Center.


                                        1

<PAGE>


          f. Furnishing and installing the required  signage for the Center,  if
     mutually agreed to by the parties.

          g. Furnishing and installing certain optional  equipment,  if mutually
     agreed to by the parties.

     2.  Commencement  of  Build-Out  Services.  The  Franchisor  shall  not  be
obligated to commence the Build-Out  Services  until the  Franchisee  submits an
executed  lease or other  authority  ("Lease")  to occupy the  location  for the
Center, which Lease has been previously approved by the Franchisor, and pays the
first installment of the costs for build-out, as prescribed in Section 4.a below
("Start Date").

     3. Completion of Build-Out Obligations. Conditional upon the timely payment
of the costs for  build-out,  an  estimate of which have been  acknowledged  and
agreed to by the parties in writing  ("Build-Out  Costs"),  and submission of an
executed Lease for the location of the Center,  the Franchisor agrees to use its
best  efforts to complete  development  of and have the Center ready to open and
commence the operation of business within a reasonable time after the Franchisor
obtains  possession  of the  premises,  as may be  necessary,  and to obtain all
required construction permits.

     4. Build-Out  Costs and Additional  Expenses.  The Build-Out Costs shall be
calculated  in the  Build-Out  Schedule and executed by the  Franchisor  and the
Franchisee no later than the Start Date.  The Franchisee  acknowledges  that the
Build-Out  Costs do not include other charges,  costs and expenses for which the
Franchisee is responsible  and liable,  such as  construction  extras,  landlord
chargebacks  and  additional  costs and  expenses as may be incurred  due to the
Franchisee's  failure  to  tender  the  Build-Out  Costs  as  required  by  this
Agreement. The Franchisee acknowledges that the Build-Out Costs include a fee to
the Franchisor, denoted herein as the "Development Fee". In addition:

          a. The  Build-Out  Costs shall be paid in two  installments,  one-half
     prior to the  commencement  of the  Build-Out  Services and  one-half  upon
     completion of the  Build-Out  Services.  The  Franchisee  acknowledges  and
     understands  that  construction  of the Center by the  Franchisor  will not
     begin  until  one-half  of  the  Build-Out  Costs  have  been  paid  to the
     Franchisor;  provided,  however, upon receipt by the Franchisor of evidence
     of a binding finance  commitment from a third party to the Franchisee,  the
     Franchisor may elect, in its sole discretion,  to commence  construction of
     the Center  without  receiving  one-half of the  Build-Out  Costs and/or to
     otherwise vary the payment schedule for the Build-Out Costs.

          b. The Franchisee is solely and exclusively responsible and liable for
     and shall pay when due all sales,  use,  property or other taxes (including
     any penalties and interest) owed due to the construction of the Center, the
     improvement of the premises where the Center is located and the purchase of
     all  materials,  equipment,  fixtures,  furniture,  labor,  or other  items
     utilized in the development and/or construction of the Center.

          c. To the extent not covered by the Build-Out  Costs,  the  Franchisee
     shall  be  responsible  for and  shall  pay when due all  other  costs  and
     expenses incurred in the development of the Center.


                                        2

<PAGE>


          d.  Franchisee  grants  to  Franchisor  a  Security  Interest  in  all
     equipment,  supplies,  furniture and inventory  located at the Center until
     such time as full payment is received by  Franchisor  and all third parties
     for the Build-Out Services provided.

          e. The Franchisee  acknowledges and agrees that the actual cost of the
     build-out shall be computed upon  completion of the Build-Out  Services and
     the  Development  Fee and the second  installment of the Build-Out Costs as
     estimated  in writing  shall be  adjusted to reflect the actual cost of the
     build-out of the Center.

     5. Control of Build-Out.  The Franchisee  acknowledges that the development
of the Center,  all design  changes,  modifications  to the Center  design,  all
construction  issues, trade fixture and equipment changes, and all other matters
related to the development of the Center and the construction thereof,  shall be
within the sole discretion of the Franchisor. The Center shall be turned over to
Franchisee  ready to open for  business,  subject to a punch list of items to be
corrected within 60 days of the turnover to the Franchisee.  Franchisee shall be
responsible and liable for obtaining all business licenses, permits and the like
not  related to  construction,  required by state or local  authorities  for the
operation of the Center.

     6.  Conversion  and Design,  Signs,  Equipment  and  Permits and  Licenses.
Sections  5.3,  5.4,  5.5 and 5.6 of the  Agreement  are  amended  by adding the
following to the end of each section:

          Notwithstanding  the  foregoing,   the  Franchisor   acknowledges  the
     necessary  conversion  and  design  of the  location,  if  any,  meets  the
     Franchisor's  plans and  specifications;  any signs meet the  standards and
     specifications   of  the  Franchisor  and  comply  with   applicable   mall
     regulations,  local ordinances,  building codes and zoning regulations; the
     equipment   and  POS   System   meet   the   Franchisor's   standards   and
     specifications;  and the  necessary  permits and  licenses  relating to the
     construction  of the Center have been obtained.  To the extent  applicable,
     however, all of the Franchisee's  covenants set forth in this Section apply
     to the Franchisee's operation of the Center.

     7.  Improvements  and  Warranties.  Within 30 days after  completion of the
Center,  the  Franchisor  shall  provide the  Franchisee a schedule  listing all
leasehold  improvements,  equipment,  furniture  and  fixtures  installed in the
Center, and any and all equipment  warranties  provided by third parties, if not
already forwarded to the Franchisee.

     8. Excuse of Performance.  Notwithstanding anything in this Addendum to the
contrary, the obligations of the Franchisor to pursue and complete the Build-Out
Services shall be excused from such delay of performance as may be caused by any
legal directive;  intervention of any governmental order, regulation, direction,
request or contingency;  acts of God; or any cause beyond the reasonable control
of the Franchisor;  provided,  however, that such excuse of performance shall be
limited to the period of delay directly related to such cause.

     9. Conflict.  In the event of a conflict between the terms of the Agreement
and the terms of this Addendum, the terms of this Addendum shall control.

     10. Effective Date. This Addendum shall not become effective until accepted
by the  Franchisor as evidenced by the signing and dating of this Addendum by an
officer of the Franchisor.

                                        3

<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have executed this Addendum on the
date first set forth above.

PAK MAIL CENTERS OF AMERICA, INC.,  FRANCHISEE
a Colorado corporation
                                    ------------------------------------------
                                    (Print Name)

By:
   ------------------------------   ------------------------------------------
Name:                               Individually
     ----------------------------
Title:                              Title:
      ---------------------------         -----------------------------------
                                    Address:
                                            ---------------------------------
                                    City:
                                         -----------------------------------
                                    State:                 Zip:
                                          --------------       -------------
                                    OR:

                                    (if a corporation or partnership)

                                    --------------------------------------------
                                    Company Name

                                    By:
                                       --------------------------------------
                                    Name:
                                          -----------------------------------
                                    Title:
                                          -----------------------------------
                                    Address:
                                            ---------------------------------
                                    City:
                                         -----------------------------------
                                    State:                 Zip:
                                          --------------       -------------




(2/29/00)



                                        4