PAK MAIL CENTERS OF AMERICA, INC.
                            AREA MARKETING AGREEMENT

                                TABLE OF CONTENTS

Section   Number                                                     Page Number
-------   -----                                                      -----------

1.    BACKGROUND AND PURPOSE ................................................. 1

2.    DEFINITIONS ............................................................ 1
         2.1.    Territory. .................................................. 1
         2.2.    Sales Year. ................................................. 1
         2.3.    Franchise Agreement. ........................................ 1
         2.4.    A.M. P.M. MOVERS Program. ................................... 2
         2.5.    Franchisee. ................................................. 2
         2.6.    System Manual. .............................................. 2

3.    SCOPE OF APPOINTMENT ................................................... 2
         3.1.    Appointment of Marketer/Scope of Operations. ................ 2
         3.2.    Rights and Limitations to Territory. ........................ 2
         3.3.    Franchisor's Reservation of Rights. ......................... 3

4.    FRANCHISE SALES PROCEDURES ............................................. 3
         4.1.    Sales Goals. ................................................ 3
         4.2.    Franchise Registration and Disclosure. ...................... 3
         4.3.    Advertising, Recruiting and Screening. ...................... 4
         4.4.    Franchisor's Approval of Prospective Franchisees. ........... 4

5.    PAYMENTS TO THE FRANCHISOR ............................................. 5
         5.1.    Initial Area Marketing Fee. ................................. 5

6.    PAYMENTS TO THE AREA MARKETER .......................................... 5
         6.1.    Commissions on Sales Services. .............................. 5
         6.2.    Commissions on Transfers of Franchises. ..................... 5
         6.3.    Service Fees. ............................................... 6
         6.4.    Application of Payments. .................................... 6
         6.5.    Setoffs. .................................................... 6

7.    TRAINING ASSISTANCE .................................................... 7
         7.1.    Area Marketer Training. ..................................... 7
         7.2.    Length of Training. ......................................... 7
         7.3.    Additional Training. ........................................ 7
         7.4.    Seminars and Ongoing Training. .............................. 7

8.    FRANCHISOR'S OPERATING ASSISTANCE ...................................... 8
         8.1.    System Manual. .............................................. 8
         8.2.    Operating Assistance. ....................................... 8

9.    AREA MARKETER'S OBLIGATIONS ............................................ 8
         9.1.    Hiring and Training of Employees of Area Marketer. .......... 8
         9.2.    Commencement of Business. ................................... 8
         9.3.    Sales Services. ............................................. 9
         9.4.    Pre-Opening Support Services. ............................... 9
         9.5.    Ongoing Support Services. ................................... 9

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         9.6.    Compliance with Franchise Agreement........................  10
         9.7.    Area Marketer's Inspections................................  10

10.    MARKS ...............................................................  11
         10.1.    Ownership and Goodwill of Marks...........................  11
         10.2.    Limitations on Use........................................  11
         10.3.    Discontinuance of Use of Marks............................  11
         10.4.    Notification of Infringements and Claims..................  11
         10.5.    Indemnification...........................................  12

11.    CONFIDENTIAL INFORMATION ............................................  12
         11.1.    Confidential Information..................................  12
         11.2.    Confidentiality and Noncompetition Agreement..............  12

12.    EXCLUSIVE RELATIONSHIP ..............................................  13
         12.1.    Exclusive Relationship....................................  13

13.    OPERATING STANDARDS .................................................  13
         13.1.    Standards of Service......................................  13
         13.2.    Compliance with Laws and Good Business Practices..........  13
         13.3.    Accuracy of Information...................................  14
         13.4.    Notification of Litigation................................  14
         13.5.    Ownership and Management of Business......................  14
         13.6.    Conflicting Interests.....................................  14
         13.7.    Insurance.................................................  15
         13.8.    Proof of Insurance Coverage...............................  15
         13.9.    Advertising in Territory..................................  15
         13.10.   Approval of Advertising...................................  15
         13.11.   Accounting, Bookkeeping and Records.......................  16
         13.12.   Reports...................................................  16
         13.13.   Late Charges..............................................  16
         13.14.   Compliance with Third Party Agreements....................  16

14.    INSPECTIONS AND AUDITS ..............................................  17
         14.1.    Inspections and Audits....................................  17

15.    TRANSFERS  ..........................................................  17
         15.1.    Transfers by the Franchisor...............................  17
         15.2.    Transfers by the Marketer.................................  17
         15.3.    Conditions for Approval of Transfer.......................  17
         15.4.    Transfer to an Entity.....................................  18
         15.5.    Franchisor's Approval of Transfer.........................  19
         15.6.    Death or Disability of Area Marketer......................  19

16.    TERM AND EXPIRATION .................................................  19
         16.1.    Term......................................................  19
         16.2.    Continuation..............................................  19
         16.3.    Rights Upon Expiration....................................  19
         16.4.    Exercise of Option for Successor Area Marketer Rights.....  20
         16.5.    Conditions of Refusal.....................................  20

17.    TERMINATION .........................................................  20
         17.1.    By the Marketer...........................................  20
         17.2.    By the Franchisor.........................................  20
         17.3.    Rights and Obligations of the Area Marketer Upon
                   Termination or Expiration................................  21

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         17.4.    Confidential Information..................................  22
         17.5.    Covenant Not to Compete...................................  23
         17.6.    No Further Right to Payment...............................  23
         17.7.    Continuing Obligations....................................  23
         17.8.    State and Federal Law.....................................  23

18.    RELATIONSHIP OF THE PARTIES .........................................  24
         18.1.    Relationship of the Parties...............................  24
         18.2.    Payment of Third Party Obligations........................  24
         18.3.    Independent Contractors...................................  24
         18.4.    Indemnification...........................................  24

19.    MISCELLANEOUS PROVISIONS ............................................  25
         19.1.    Governing Law/Consent to Venue and Jurisdiction...........  25
         19.2.    Severability..............................................  25
         19.3.    Modification..............................................  25
         19.4.    Attorneys' Fees...........................................  25
         19.5.    Injunctive Relief.........................................  25
         19.6.    Payment of Taxes..........................................  26
         19.7.    No Waiver.................................................  26
         19.8.    No Right to Set Off.......................................  26
         19.9.    Effective Date............................................  26
         19.10.   Review of Agreement.......................................  26
         19.11.   Entire Agreement..........................................  26
         19.12.   Notices...................................................  27
         19.13.   Acknowledgment............................................  27

EXHIBITS

         Exhibit I   Rider to Area Marketing Agreement
         Exhibit II  Franchise Agreement
         Exhibit III Amendment to Franchise Agreement (A.M. P.M. MOVERS Program)
         Exhibit IV  Guaranty and Assumption of Area Marketer's Obligations
         Exhibit V   Statement of Ownership

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                        PAK MAIL CENTERS OF AMERICA, INC.

                            AREA MARKETING AGREEMENT


     THIS AGREEMENT is made this ___ day of  ________________,  20____,  between
PAK MAIL CENTERS OF AMERICA,  INC., a Colorado  corporation,  with its principal
offices at 7173  South  Havana  Street,  Suite 600,  Englewood,  Colorado  80112
("Franchisor")   and   ___________________   ___________________________   whose
principal   address  is  ____________   ________________________________________
("Marketer"),   who  on  the  basis  of  the  following  understandings  and  in
consideration of the following promises, agree as follows:


                            1. BACKGROUND AND 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").  These  methods  feature the use and license of the service mark
"PAK MAIL" and related  service  marks and  trademarks  (all referred to in this
Agreement  as the  "Marks")  and  the  Franchisor's  distinctive  plans  for the
establishment,  operation and promotion of PAK MAIL Centers and related licensed
methods of doing business (the "Licensed Methods").

     1.2. The Franchisor  grants to qualified  individuals,  or to entities with
which such  individuals  are  affiliated,  the right and  license to develop and
operate Centers using the Marks and Licensed Methods.

     1.3. The Marketer  desires to sell franchises for PAK MAIL Centers within a
certain  geographic  area, and to develop,  support and provide  services to PAK
MAIL Centers within such geographic  area,  under the terms and conditions which
are contained in this Agreement ("Marketer Business" or "Business").

     1.4.  The  Franchisor  is  willing to grant the right to  Marketer  to sell
franchises  for PAK MAIL  Centers  and to provide  site  selection  and  support
services to PAK MAIL Centers within a certain  geographic  area, under the terms
and conditions which are contained in this Agreement.

                                 2 .DEFINITIONS

     2.1. Territory.

     "Territory"  shall  mean the  geographical  area  described  in  Exhibit  I
attached hereto and incorporated herein by reference.

     2.2. Sales Year.

     "Sales  Year"  shall  mean each  12-month  period  during  the term of this
Agreement, as defined in Exhibit I attached.


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     2.3. Franchise Agreement.

     "Franchise  Agreement"  shall  mean  the  forms of  agreements  (including,
without  limitation,  franchise agreement and any exhibits,  riders,  collateral
assignments  of lease or sublease,  and personal  guarantees  used in connection
therewith)  used  by the  Franchisor  from  time  to  time  in the  granting  of
franchises for the ownership and operation of PAK MAIL Centers. Attached to this
Agreement  as  Exhibit  II  and  incorporated   herein  by  reference,   is  the
Franchisor's current form of Franchise Agreement. The Marketer acknowledges that
the Marketer will use the Franchisor's then current form of franchise  agreement
and that the Franchisor, in its sole discretion, may from time to time modify or
amend in any respect the form of  franchise  agreement  and related  agreements,
including but not limited to, modifying fees customarily charged in granting PAK
MAIL Center franchises.

     2.4. A.M. P.M. MOVERS Program.

     "A.M.  P.M.  MOVERS Program" shall mean the program that the Franchisor may
offer to  Franchisees  of the  Franchisor  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. Those Franchisees  approved to participate in the A.M. P.M. MOVERS Program
must execute the Amendment to Franchise  Agreement (A.M.  P.M. MOVERS  Program),
the  current  form of which is  attached  to this  Agreement  as Exhibit III and
incorporated  herein by reference ("A.M. P.M. MOVERS  Amendment").  The Marketer
acknowledges  that the Marketer will use the  Franchisor's  then current form of
A.M. P.M. MOVERS Amendment and that the Franchisor, in its sole discretion,  may
from time to time,  modify or amend in any respect the form of A.M. P.M.  MOVERS
Amendment.

     2.5. Franchisee.

     "Franchisee"  shall  mean any  person,  corporation,  partnership  or other
entity that has entered into a Franchise Agreement with the Franchisor.

     2.6. System Manual.

     "System  Manual"  means the manuals,  technical  bulletins or other written
materials  covering the proper operating and marketing  techniques of a Marketer
Business and standards and specifications for implementing the Licensed Methods.

                             3. SCOPE OF APPOINTMENT

     3.1. Appointment of Marketer/Scope of Operations.

     The  Franchisor  appoints  the  Marketer  as an  "Area  Marketer,"  and the
Marketer  agrees to perform its  obligations  in  accordance  with the terms and
conditions of this Agreement,  only within the Territory, to solicit prospective
Franchisees  for  PAK  MAIL  Centers  to be  located  in the  Territory  ("Sales
Services")  as  described  in  Section  9.3  below,   to  perform  certain  site
acquisition  services  and  to  render  support  and  other  services  ("Support
Services")  to  Centers  located  within the  Territory  as those  services  are
described in Sections 9.4 and 9.5 below.


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     3.2. Rights and Limitations to Territory.

     The  Franchisor  will not establish and license any other area marketers to
perform Sales Services or Support Services to Franchisees  within the Territory;
provided, however, that the Franchisor shall retain such rights in the Territory
as described in Section 3.3 below.

     3.3. Franchisor's Reservation of Rights.

     The Marketer  acknowledges  that its franchise rights granted hereunder are
nonexclusive  and the  Franchisor  (on  behalf of  itself,  its  affiliates  and
designees), retains the rights, among others:

          a. to use,  and to  license  others to use,  the  Marks  and  Licensed
     Methods for the operation of other area marketer businesses at any location
     outside of the Territory;

          b. to solicit prospective Franchisees and sell franchises for PAK MAIL
     Centers at locations  within and outside of the Territory and on such terms
     and conditions as the Franchisor  deems  appropriate  and to itself own and
     operate PAK MAIL Centers within the Territory;

          c. 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
     Franchisees  who  operate PAK MAIL  Centers  sell,  whether in  alternative
     channels of  distribution  or in connection with the operation of packaging
     and mailing  businesses  which are the same as, or similar to, or different
     from  PAK  MAIL  Centers,  at  any  location,  within  and  outside  of the
     Territory,  on any terms and conditions as the Franchisor  deems advisable;
     and

          d. to use the Marks to identify services and products other than those
     sold by Franchisees who operate PAK MAIL Centers,  to identify  promotional
     and  marketing  efforts and related  items,  and to identify  services  and
     products  similar to those  offered by  Franchisees  who  operate  PAK MAIL
     Centers,  made available through alternative  channels of distribution,  at
     any location, within and outside of the Territory.


                          4. FRANCHISE SALES PROCEDURES

     4.1. Sales Goals.

     The Marketer  agrees that during the term of this  Agreement,  the Marketer
will meet and maintain the franchise  sales goals  ("Sales  Goals") set forth in
Exhibit I to this Agreement.


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     4.2. Franchise Registration and Disclosure.

     Neither the  Marketer nor any  employee or  representative  of the Marketer
shall solicit  prospective  Franchisees of PAK MAIL Centers until the Franchisor
has  registered  to  sell  franchises  in the  applicable  jurisdiction  and has
provided the Marketer with the requisite documents,  nor shall the Marketer, its
employees  or  representatives,   solicit  Franchisees  at  any  time  when  the
Franchisor  notifies the Marketer that its registration is not then in effect or
its documents are not then in compliance  with applicable law. If the Marketer's
activities  pursuant  to this  Agreement  require  the  preparation,  amendment,
registration or filing of information or any disclosure or other documents,  all
requisite offering circulars,  ancillary documents and registration applications
shall be prepared and filed by the Franchisor or its designee,  and registration
secured  before the Marketer  may solicit  prospective  Franchisees  of PAK MAIL
Centers. Costs of such registration applicable to the Marketer shall be borne by
the Marketer. In particular, the Marketer shall:

          a. prepare and forward to the Franchisor verified financial statements
     of the Marketer in such form and for such periods as shall be designated by
     the Franchisor,  including  audited  financial  statements if necessary and
     appropriate to comply with  applicable  legal  disclosure,  filing or other
     legal requirements;

          b.  promptly  provide  all  information  reasonably  required  by  the
     Franchisor  to prepare  all  requisite  offering  circulars  and  ancillary
     documents for the offering of franchises throughout the Territory;

          c. execute all documents required by the Franchisor for the purpose of
     registering the Marketer and the Franchisor to offer franchises  throughout
     the Territory; and

          d. pay to the Franchisor,  or its designee,  upon demand, the costs of
     registering and preparing those portions of all such offering circulars and
     ancillary documents which are applicable to the Marketer.

The  Marketer  agrees to  review  all  information  pertaining  to the  Marketer
prepared  to comply  with  legal  requirements  for  selling  franchises  in the
Territory  and  verify its  accuracy  if so  requested  by the  Franchisor.  The
Marketer  acknowledges  that the  Franchisor,  its  affiliates or its designees,
shall not be liable to the  Marketer  for any errors,  omissions or delays which
may occur in the preparation of such materials.

     4.3. Advertising, Recruiting and Screening.

     The  Marketer  shall  be  responsible  for  advertising  for,   recruiting,
screening and interviewing  prospects for PAK MAIL Centers franchises within the
Territory.  The Marketer  shall  provide  prospective  Franchisees  with written
information regarding a PAK MAIL Center franchise approved by the Franchisor, or
via the telephone,  face-to-face  meetings or by visiting other PAK MAIL Centers
within the  Territory.  The  Marketer  shall  submit  each  qualified  applicant
("Applicant")  for a PAK MAIL Center  franchise to the  Franchisor for approval.
The Marketer  further agrees that all Applicants  submitted to the Franchisor by
the Marketer, if an individual,  or the Principal Owner of the Applicant, if the
Applicant is not an individual,  shall be individuals who are of good character,
have  adequate  financial  resources  and meet  the  Franchisor's  criteria  for
Franchisees or Principal Owners of Franchisees.  A "Principal  Owner" is defined
in Section 7.1 below. Each application for a franchise  received by the Marketer
shall be  submitted  to the  Franchisor  with  all  information  respecting  the
Applicant, the Principal Owner of the Applicant, if applicable,  the Applicant's


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proposed  franchise   location,   if  known,  and  all  other  information  then
customarily  required by the Franchisor  concerning  Applicants,  including such
financial  statements  and other  information  as the  Franchisor may reasonably
require. The Marketer shall assist the Applicant in the preparation of financial
and other required information.

     4.4. Franchisor's Approval of Prospective Franchisees.

     By delivery of written notice to the Marketer, the Franchisor shall approve
or disapprove  Applicants to become PAK MAIL Center Franchisees.  The Franchisor
agrees to exert its best  efforts to deliver such  notification  to the Marketer
within 30 days after the later of: (a) receipt by the  Franchisor  of a complete
application,  financial  statement and other  materials  regarding the Applicant
requested by the Franchisor;  or (b) the personal  interview of Applicant by the
Franchisor, if any. If the Franchisor,  in its sole discretion,  determines that
the Applicant possesses sufficient financial and managerial capability and meets
the other  criteria then utilized by the  Franchisor in the grant of franchises,
the  Franchisor  shall offer to the Applicant a franchise for the operation of a
PAK MAIL  Center.  The grant of the  franchise  shall be effected  only upon and
after  the  full  execution  of the  then  current  Franchise  Agreement  by the
Franchisor and the Applicant.

                          5. PAYMENTS TO THE FRANCHISOR

     5.1. Initial Area Marketing Fee.

     The initial area marketing fee ("Marketing  Fee") payable to the Franchisor
by the Marketer in  consideration  for the  Marketer's  appointment as exclusive
Marketer  within the Territory shall be calculated and set forth in the attached
Exhibit I. Unless  otherwise  agreed,  the Marketing Fee is payable in full upon
execution of this Agreement. The Marketing Fee is fully earned by the Franchisor
upon receipt and is nonrefundable once paid. The Marketer  acknowledges that the
Marketing  Fee  does not  include  payment  of any  initial  franchise  fees for
individual PAK MAIL Centers.

                        6. PAYMENTS TO THE AREA MARKETER

     6.1. Commissions on Sales Services.

     During the term of this Agreement,  the Marketer shall be paid a commission
based on a percentage  of initial  franchise  fees paid by  Franchisees  for the
purchase  of a  franchise  for a  PAK  MAIL  Center  to be  located  within  the
Territory,  upon  fulfillment  of the  following  conditions  ("Franchise  Sales
Conditions"):

          a. The Franchisee  shall have executed a Franchise  Agreement with the
     Franchisor  and an initial  franchise fee shall have been paid and actually
     received  by the  Franchisor  (the  Franchisor  shall not be deemed to have
     received any fees paid into  escrow,  if  applicable,  until such fees have
     actually  been  remitted to the  Franchisor).  If the  Franchisee  pays its
     initial  franchise fee in whole or in part with a promissory note, then the
     Marketer  shall  be paid a  commission  on each  payment  after it has been
     received by the Franchisor;

          b. The sale for which the  initial  franchise  fee has been paid shall
     not be a resale of any existing PAK MAIL Center, or any interest therein;

          c. The Franchisee shall have  successfully  completed the Franchisor's
     initial training program; and



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          d. The Marketer shall have complied with all other of its  obligations
     under this Agreement with respect to such sale and verified the same to the
     Franchisor, in writing in a form prescribed by the Franchisor. 0

     Commissions  on Sales  Services shall be paid to the Marketer in the amount
of 40% of the total initial  franchise fees paid to the  Franchisor,  payable to
the  Marketer  within 45 days  after the  Franchise  Sale  Conditions  have been
fulfilled.  The Marketer  shall not receive any commission on Sales Services for
PAK MAIL  Centers  owned and  operated  by the  Franchisor,  its  affiliates  or
designees ("Company Owned Centers") in the Territory.

     6.2. Commissions on Transfers of Franchises.

     If, during the term of this Agreement, a PAK MAIL Center located within the
Territory  or an interest  therein is resold to a different  Franchisee  and the
sale  results in the  execution  of a Franchise  Agreement  and the payment of a
transfer  fee,  then the Marketer  will not be paid a commission on any transfer
fee  paid to the  Franchisor,  but the  Marketer  will be paid  Service  Fees in
accordance with Section 6.3 below.

     6.3. Service Fees.

     The Franchisor  shall pay to the Marketer,  within 45 days after the end of
each month, a service fee ("Service Fee")  consisting of 50% of the royalty fees
("Royalty  Fees")  that each  Franchisee  located in the  Territory  paid to the
Franchisor  during the applicable  month pursuant to their Franchise  Agreement.
Royalty Fees do not include advertising fees. Notwithstanding the foregoing:

          a. If the  Marketer  has failed to conduct the  quarterly  inspections
     described in Section 9.5 below or failed to file a written report or failed
     to perform in any  material  respect  the other  services to be provided to
     Franchisees  located in the  Territory  described in Article 9 below during
     any applicable month with respect to one or more Franchisees located in the
     Territory,  the Marketer shall not be entitled to receive Service Fees with
     respect to such Franchisees for the period during which reports or services
     were not provided.

          b. The Marketer  shall not be entitled to share or receive any Service
     Fees from any fees paid to the  Franchisor by  Franchisees in the Territory
     prior to the time the  Marketer  completes  the initial  Marketer  training
     program and commences full performance of the services set forth in Article
     9 of this Agreement.

          c. If there are franchised  Centers  operating in the Territory at the
     time the Marketer  signs this  Agreement,  then the Marketer  shall receive
     Service Fees from those Centers during the term of this Agreement.

          d. The Marketer shall not receive any Service Fees with respect to any
     PAK MAIL Centers in the Territory  owned and operated by the  Franchisor or
     its  affiliates,   unless  those  Centers  are  operating  under  Franchise
     Agreements and pay Royalty Fees to the Franchisor.



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     6.4. Application of Payments.

     The  Franchisor's  payments  to the  Marketer  shall be  based  on  amounts
actually collected from Franchisees,  not on payments accrued,  due or owing. In
the event of termination  of a Franchise  Agreement for a PAK MAIL Center within
the Territory under circumstances  entitling the Franchisee to the return of all
or part of the initial  franchise  fee or Royalty Fees (or in the event that the
Franchisor  becomes  legally  obligated  or decides in its sole  discretion,  to
return part or all of the initial franchise fee or Royalty Fees), the Franchisor
may deduct the portion of the amount to be returned  to  Franchisee  in the same
proportion as the Marketer  shared in the initial  franchise fee or Royalty Fees
from any future  amounts  owed the  Marketer.  The  Franchisor  shall  apply any
payments  received  from a  Franchisee  to any  past  due  indebtedness  of that
Franchisee  for Royalty  Fees,  advertising  contributions,  purchases  from the
Franchisor  or its  affiliates,  interest  or any  other  indebtedness  of  that
Franchisee to the Franchisor or its affiliates. To the extent that such payments
are applied to a Franchisee's  overdue Royalty Fee payments,  the Marketer shall
be entitled to its pro rata share of such  payments,  less its pro rata share of
the costs of collection paid to third parties.

     6.5. Setoffs.

     The Marketer shall not be allowed to set off amounts owed to the Franchisor
for fees or other amounts due hereunder, against any monies owed to the Marketer
by the  Franchisor,  which  right of set off is hereby  expressly  waived by the
Marketer.  The  Franchisor  shall  be  allowed  to set off  amounts  owed to the
Marketer for commissions,  Service Fees or other amounts due hereunder,  against
any monies  owed to the  Franchisor  by the  Marketer,  including,  setting  off
amounts owed to the Marketer for commissions or Service Fees against monies owed
to the  Franchisor  for  commissions  on Sales  Services  which were paid to the
Marketer before the Franchisee failed to successfully  complete the Franchisor's
initial training program.

                             7. TRAINING ASSISTANCE

     7.1. Area Marketer Training.

     Within  90  days  after  the  date of  execution  of  this  Agreement,  the
Franchisor shall furnish, and the Marketer (or if the Marketer is a partnership,
corporation,  or other entity, an individual designated by the Marketer who owns
at least 25% of the ownership interest in the Marketer and who has been approved
by the  Franchisor,  who shall be  designated  as the  "Principal  Owner") shall
attend, at the Marketer's sole cost and expense, an initial training program, to
consist of the training program  applicable to the Franchisor's  Franchisees and
such further  training  which may include  topics such as  marketing,  franchise
sales, franchise law compliance, site selection and store opening procedures, as
the Franchisor in its sole discretion deems  advisable,  furnished at such place
and time as the Franchisor may designate.

     7.2. Length of Training.

     The first portion of the initial Marketer  training program will last up to
twelve days and will consist of the initial training  program  applicable to the
Franchisor's  Franchisees.  The second portion of the initial Marketer  training
consists of up to 3 days of on the job  instruction at the  Marketer's  Business
location.  Other than the Marketing  Fee, no tuition or fee shall be charged for
the initial training.  However, the Marketer shall be responsible for all travel
and living  expenses  which are incurred in  connection  with  attendance at the
initial training program.


                                       7
<PAGE>


     7.3. Additional Training.

     The initial  training  program  will be made  available to  replacement  or
additional  Principal Owners and other  management  personnel during the term of
this Agreement.  The Franchisor reserves the right to charge a tuition or fee in
an amount  payable in  advance,  commensurate  with the then  current  published
prices of the Franchisor for such training. The Marketer will be responsible for
all travel and living  expenses  incurred by its  personnel in  connection  with
attendance at the training  program.  Further,  the availability of the training
programs will be subject to space  considerations  and prior  commitments to new
PAK MAIL Franchisees and Marketers.

     7.4. Seminars and Ongoing Training.

     From time to time,  the  Franchisor  may present  seminars,  conventions or
continuing development programs for the benefit of the Marketer. The Marketer or
its Principal Owner shall be required to attend any ongoing mandatory  seminars,
industry  conventions  or  programs  as may be  offered by the  Franchisor.  The
Franchisor  shall give the Marketer at least 30 days prior written notice of any
seminar,  convention or program which is deemed  mandatory.  The Franchisor will
not require  that the  Marketer  attend any ongoing  training  more often than a
total of five working days each calendar  year. The Marketer will be responsible
for all travel and living  expenses which are associated  with attendance at any
ongoing training program.

                      8. FRANCHISOR'S OPERATING ASSISTANCE

     8.1. System Manual.

     The Franchisor shall, in addition to the Marketer training program, loan to
the Marketer  during the term hereof one copy of its System Manual to assist the
Marketer and its employees in the conduct of the Business  contemplated  by this
Agreement.  The Franchisor may prescribe  mandatory and suggested  standards and
operating  procedures  for the  Marketer  in the  System  Manual,  which  may be
modified from time to time by the  Franchisor.  The Marketer shall keep its copy
of the System Manual current.  In the event of a dispute  relating to the System
Manual,  the master copy that the Franchisor  maintains at its principal  office
shall be  controlling.  The  Marketer  may not at any time  copy any part of the
System Manual,  unless approved in writing by the  Franchisor.  In the event the
Marketer's copy of the System Manual is lost, destroyed or damaged, the Marketer
shall be  obligated  to obtain from the  Franchisor,  at the  Franchisor's  then
applicable  charge, a replacement  copy of the System Manual.  The System Manual
and other  writings  communicated  to the  Marketer  shall  constitute  material
provisions of this Agreement as if fully set forth herein.

     8.2. Operating Assistance.

     The Franchisor  will make available the following  services during the term
of this Agreement:

          a.  Upon the  reasonable  request  of the  Marketer,  consultation  by
     telephone  regarding advice related to franchise sales,  Franchisee support
     and assistance; and

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

                                       8
<PAGE>

                         9. AREA MARKETER'S OBLIGATIONS

     9.1. Hiring and Training of Employees of Area Marketer.

     The  Marketer  shall  hire  all  of  the  Marketer's  employees,  shall  be
exclusively  responsible for the terms of their  employment and compensation and
shall implement a training program for employees to ensure their compliance with
the Franchisor's  requirements;  provided that the Marketer shall not employ any
person whom the Franchisor,  in its sole discretion,  has determined to be unfit
to represent the Franchisor in the marketing of PAK MAIL Center franchises or in
furnishing services to Franchisees.

     9.2. Commencement of Business.

     Unless  otherwise  agreed to in writing by the Franchisor and the Marketer,
the  Marketer  has 120  days  from the date of this  Agreement  within  which to
complete its initial  training and commence  operation of its PAK MAIL  Marketer
Business.  The Franchisor  will extend the time within which the Marketer has to
commence  operations for a reasonable  period of time, in the event that factors
beyond the Marketer's  reasonable control prevent the Marketer from meeting this
development schedule, so long as the Marketer has made reasonable and continuing
efforts to comply and the Marketer requests in writing,  an extension of time in
which to have its Business established before the development period lapses. The
obligations of the Marketer,  including  Sales  Services,  shall commence at the
earlier  of the date the  Marketer  or its  Principal  Owner has  satisfactorily
completed the Franchisor's initial training program or 120 days from the date of
this Agreement.

     9.3. Sales Services.

     The Marketer  shall solicit and identify  prospective  franchisees  for PAK
MAIL Centers to be located within the Territory.

     9.4. Pre-Opening Support Services.

     The Marketer shall perform the following  pre-opening  Support  Services on
behalf of the Franchisor with respect to Franchisees of PAK MAIL Centers located
in the Territory:

          a. Assist with Center location  selection for each  Franchisee,  which
     shall consist of providing each Franchisee with criteria for a satisfactory
     site and assisting each Franchisee in completing a site report  (containing
     such  demographic,  commercial and other information and photographs as the
     Franchisor  may  reasonably   require)  for  each  location  at  which  the
     Franchisee  proposes to  establish  and operate a PAK MAIL Center and which
     Marketer  reasonably  believes conform to the  Franchisor's  site selection
     criteria;

          b. At the Franchisor's  request,  travel to the Franchisee's  proposed
     site(s) for its PAK MAIL Center,  evaluate  each proposed site and submit a
     report to the Franchisor on the condition of each proposed site;

          c. Provide information about required, recommended or acceptable terms
     and  conditions  to be  included in the  Franchisee's  lease for the Center
     premises;

                                       9
<PAGE>

          d. To the extent  required by the  Franchisor,  assist a Franchisee in
     securing financing;

          e. Provide  standards and  specifications  for the build out, interior
     design,  layout, floor plan, signs, designs,  color and decor of the Center
     as prescribed from time to time by the Franchisor;

          f. Travel to each PAK MAIL Center located in the Territory  during its
     first  week of  operation  and  provide  not fewer than 24 hours of on-site
     assistance to the Franchisee; and

          g.  Provide   guidance  in  implementing   advertising  and  marketing
     programs,  operating and sales  procedures and  bookkeeping  and accounting
     programs.

     9.5. Ongoing Support Services.

     With respect to Franchisees  of PAK MAIL Centers  located in the Territory,
the Marketer shall perform the following  ongoing Support  Services on behalf of
the Franchisor:

          a. Initiate not fewer than two  consultations  by telephone  with each
     Franchisee each month regarding the continuing  operation and management of
     the Center and advise the Franchisee regarding services offered and related
     issues;

          b. Conduct  seminars for  Franchisees to provide  on-going  updates of
     information  regarding new services and products,  the shipping business in
     general,  marketing and business  techniques and updated Licensed  Methods,
     including  without  limitation,  information  about new services or special
     programs of the Franchisor, such as the A.M. P.M. MOVERS Program;

          c. Provide advice and assistance to the Franchisee in connection  with
     the development of and improvements to the Franchisee's Center;

          d. Conduct at least one on-site  inspection of each PAK MAIL Center in
     the  Territory  every  calendar  quarter in the manner as  required  by the
     Franchisor  from time to time,  said  inspections to be verified by written
     reports;

          e. Provide access to advertising and  promotional  materials as may be
     developed by the  Franchisor  from time to time and assist  Franchisees  in
     implementing advertising and promotional campaigns;

          f.  At  the  Franchisor's  written  request,   establish  a  toll-free
     telephone  number  for all PAK MAIL  Centers  located in the  Territory  to
     consult with Franchisees during regular business hours;

          g. Submit  monthly  reports to the  Franchisor  on  activities  in the
     Territory,  using  procedures  and forms  prescribed  and  supplied  by the
     Franchisor; and

          h. Use best efforts to cause  Franchisees  in the  Territory to timely
     pay all amounts due to the  Franchisor  and collect  past due amounts  from
     Franchisees.

                                       10
<PAGE>

     9.6. Compliance with Franchise Agreement.

     The Marketer  acknowledges that the Franchisor is delegating certain of its
responsibilities   to  Franchisees  in  the  Territory  to  the  Marketer.   The
responsibilities to Franchisees are to be performed by the Marketer as described
herein  or as may in the  future  be set  forth in the  System  Manual  or other
reasonable  standards and  specifications  as may be provided by the  Franchisor
from time to time, and the Marketer's  responsibilities  to Franchisees will not
materially  change  during the term of this  Agreement.  In the  performance  of
services to Franchisees operating PAK MAIL Centers located in the Territory, the
Marketer  shall in all  respects  comply  with the terms and  conditions  of any
Franchise  Agreement or other agreement in effect between the Franchisee and the
Franchisor.  The  Marketer  understands,  however,  that its  rights  as an area
marketer are only by virtue of this Agreement and that it is not in any manner a
party,  third party beneficiary or holder of any other right,  title or interest
in or to any Franchise  Agreement,  unless it is a Franchise  Agreement in which
the Marketer is the Franchisee.

     9.7. Area Marketer's Inspections.

     The Marketer shall ascertain through field audits, reviews and inspections,
that each  Franchisee in the Territory has complied  satisfactorily  with all of
the terms and conditions of the Franchise Agreement, specifications,  standards,
operating  procedures,  and the Franchisee Operations Manual, and shall promptly
notify the  Franchisee  in  writing,  with a copy and  evaluation  report to the
Franchisor, of any deficiencies; provided, however, the Marketer understands and
acknowledges  that its  inspections  and reports are advisory  only and that the
Franchisor shall have: (a) all of the rights to inspect and ascertain compliance
of all  Franchisees as if this Agreement were not in effect;  (b) the sole right
to send notices of default to the Franchisee;  (c) the sole right to terminate a
Franchise Agreement for failure to cure such defaults (if an opportunity to cure
is granted); and (d) the sole right to take any legal action with respect to any
default or any violation of a Franchise Agreement. If the Marketer believes that
any  Franchisee  in the Territory  has breached a Franchise  Agreement  with the
Franchisor,  the  Marketer  shall  document in writing all facts  related to the
alleged breach and shall request in writing that the Franchisor investigate such
alleged  breach.  If,  as  a  result  of  the  Franchisor's  investigation,  the
Franchisor  determines that there is a breach by the Franchisee of its Franchise
Agreement with the Franchisor,  the Franchisor  shall,  in its sole  discretion,
take such action as it deems appropriate.

                                    10. MARKS

     10.1. Ownership and Goodwill of Marks.

     The  Marketer  acknowledges  that its  rights to use the Marks are  derived
solely from this  Agreement,  unless  such  rights are granted  under a separate
written  agreement  with the  Franchisor,  and are  limited  to  operating  as a
Marketer pursuant to and in compliance with this Agreement. Any unauthorized use
of  the  Marks  by  the  Marketer  shall  constitute  a  breach  hereof  and  an
infringement  of the  Franchisor's  rights  in and to the  Marks.  The  Marketer
acknowledges and agrees that its usage of the Marks and any goodwill established
thereby  shall  inure  to the  Franchisor's  exclusive  benefit  and  that  this
Agreement  does not confer any goodwill or other  interest in the Marks upon the
Marketer.

                                       11
<PAGE>

     10.2. Limitations on Use.

     The Marketer  shall not use any Mark as part of any corporate or trade name
or with any prefix,  suffix or other modifying words, terms,  designs or symbols
(other than logos licensed to the Marketer hereunder),  or in any modified form,
nor may the Marketer use any Mark in connection  with  unauthorized  services or
products  or in any other  manner  not  expressly  authorized  in writing by the
Franchisor.  The Marketer  agrees to give such notices of trademark  and service
mark  registration  as the  Franchisor  specifies  and to use  and  obtain  such
fictitious or assumed name registrations as may be required by the Franchisor or
under  applicable  law. The Marketer  further  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  marketing,  promotion or operation of the  Marketer's  Business.
Except as may be permitted in the System Manual,  the Marketer agrees not to use
any of the Marks as part of an  electronic  mail  address or on any sites on the
Internet or on the World Wide Web and the Marketer agrees not to use or register
any of the Marks as a domain name on the Internet.

     10.3. Discontinuance of Use of Marks.

     If it becomes  advisable at any time, in the Franchisor's  sole discretion,
for the Franchisor  and/or the Marketer to modify or discontinue use of any Mark
and/or use one or more  additional or  substitute  trade or service  marks,  the
Marketer agrees, at its own expense, to comply with the Franchisor's  directions
to do so within a reasonable time after notice thereof.

     10.4. Notification of Infringements and Claims.

     The  Marketer  shall  immediately  notify the  Franchisor  of any  possible
infringement  of or challenge to the  Marketer's  use of any Mark or copyrighted
work, or claim by any person of any rights in any Mark or copyrighted  work, and
the Marketer shall not communicate  with any person other than the Franchisor or
its counsel in connection with any such matter.  The Marketer may not settle any
claim without the Franchisor's  written consent.  The Franchisor shall have sole
discretion to take such action as it deems  appropriate and the right to control
exclusively any litigation,  U.S. Patent and Trademark Office  proceeding or any
other administrative proceeding arising out of any such infringement,  challenge
or claim or otherwise  relating to any Mark or  copyrighted  work.  The Marketer
agrees to execute any and all instruments and documents,  render such assistance
and perform  such acts as, in the opinion of the  Franchisor's  counsel,  may be
necessary or advisable to protect and maintain the Franchisor's  interest in the
Marks and in its copyrighted works.

     10.5. Indemnification.

     The  Franchisor  agrees to indemnify the Marketer  against and to reimburse
the  Marketer  for all  damages  for which the  Marketer  is held  liable in any
proceeding  arising out of its authorized  use of any Mark or  copyrighted  work
pursuant to and in compliance  with this Agreement and for all costs  reasonably
incurred by the Marketer in defending any such claim or any  proceeding in which
the Marketer is named as a party, provided that the Marketer has timely notified
the Franchisor of such claim or proceeding and has otherwise  complied with this
Agreement.  The  Franchisor,  at its  option,  shall be  entitled  to defend and
control the defense of any  proceeding  arising out of the Marketer's use of any
Mark or copyrighted work pursuant to and in compliance with this Agreement.

                                       12
<PAGE>


                          11. CONFIDENTIAL INFORMATION

     11.1. Confidential Information.

     The  Franchisor  possesses  certain  proprietary  confidential  information
consisting  of the methods,  techniques,  formats,  specifications,  procedures,
information,  systems,  methods  of  business  management,  sales and  promotion
techniques and knowledge of and  experience in the operation and  franchising of
PAK MAIL Centers (the "Confidential Information"). The Franchisor shall disclose
the Confidential Information to the Marketer in the training program, the System
Manual and in guidance  furnished  to the Marketer  during the term hereof.  The
Marketer will not acquire any interest in the  Confidential  Information,  other
than the right to utilize it in the Territory in the execution of the Marketer's
duties  hereunder   during  the  term  of  this  Agreement,   and  the  Marketer
acknowledges that the use or duplication of the Confidential  Information in any
other business  venture would  constitute an unfair method of  competition.  The
Marketer   acknowledges  and  agrees  that  the   Confidential   Information  is
proprietary,  includes  trade secrets of the  Franchisor and is disclosed to the
Marketer solely on the condition that the Marketer agrees, and the Marketer (and
its  shareholders,   officers,   directors,   partners,  members,  managers  and
equivalents  if the Marketer is an entity) does hereby agree that the  Marketer:
(a)  shall  not  use the  Confidential  Information  in any  other  business  or
capacity;  (b) shall maintain the absolute  confidentiality  of the Confidential
Information during and for two years after the term of this Agreement; (c) shall
not make  unauthorized  copies of any  portion of the  Confidential  Information
disclosed in written or other  tangible  form; and (d) shall adopt and implement
all  reasonable  procedures  prescribed  from time to time by the  Franchisor to
prevent  unauthorized  use or disclosure of the  Confidential  Information.  The
Marketer  agrees that the Franchisor  shall have the perpetual  right to use and
authorize  other PAK MAIL Center  Franchisees and area marketers to use, and the
Marketer  shall  fully and  promptly  disclose  to the  Franchisor,  all  ideas,
concepts, methods and techniques relating to the development and/or operation of
a PAK MAIL Center or the Marketer's  activities howsoever conceived or developed
by the Marketer  and/or its  employees  and/or the  franchised  PAK MAIL Centers
serviced  by the  Marketer  during  the  term of this  Agreement.  The  Marketer
acknowledges that any such ideas, concepts,  methods and techniques shall be the
property of the  Franchisor  and the  Franchisor  may  utilize or disclose  such
information to Franchisees or other persons as it determines to be appropriate.

     11.2. Confidentiality and Noncompetition Agreement.

     The  Franchisor  reserves the right to require that the Marketer cause each
of its shareholders, officers, directors, partners, employees, members, managers
and equivalents,  or if the Marketer is an individual, the Marketer's spouse, to
execute a Confidentiality and Noncompetition Agreement in a form approved by the
Franchisor.




                                       13
<PAGE>

                           12. EXCLUSIVE RELATIONSHIP

     12.1. Exclusive Relationship.

     The  Franchisor  is entering into this  Agreement  with the Marketer on the
condition  that the Marketer  will deal  exclusively  with the  Franchisor.  The
Marketer  acknowledges and agrees that the Franchisor would be unable to protect
its Confidential Information and would be unable to encourage a free exchange of
ideas and information  among area marketers and the Franchisor if area marketers
were permitted to hold interests in any Competitive  Business, as defined below.
The  Marketer  therefore  agrees  that,  during  the term  hereof,  neither  the
Marketer, the Marketer's officers, directors,  shareholders,  members, managers,
partners or equivalents who  participate in the management of the Marketer,  nor
the Marketer's spouse or Principal Owner, if applicable, shall:

          a. have any direct or indirect  interest as a disclosed or  beneficial
     owner in a  "Competitive  Business,"  which  shall be defined as a business
     operating  or granting  franchises  or  licenses  to others to  operate,  a
     packaging,  crating,  freight  forwarding  and/or  mailing  business or any
     similar  business  deriving more than 10% of its gross receipts  (excluding
     PAK MAIL Centers  operated under Franchise  Agreements with the Franchisor)
     from the sale of packaging and mailing products or services;

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

          c.  perform  services  as  a  director,  officer,  manager,  employee,
     consultant,  representative,  agent  or the  equivalent  for a  Competitive
     Business; or

          d.  divert  or  attempt  to divert  any  business  related  to, or any
     customer or account of, the Marketer's Business,  the Franchisor's business
     or any other PAK MAIL area marketer's or Franchisee's  business,  by direct
     inducement or otherwise,  or divert or attempt to divert the  employment of
     any  employee of the  Franchisor  or another  area  marketer or  Franchisee
     licensed  by the  Franchisor,  to any  Competitive  Business  by any direct
     inducement or otherwise.

Notwithstanding the foregoing,  the Marketer 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 2% or less of
that class of securities issued and outstanding.


                             13. OPERATING STANDARDS

     13.1. Standards of Service.

     The  Marketer  shall at all times  give  prompt,  courteous  and  efficient
service to PAK MAIL Center Franchisees in the Territory.  The Marketer shall, in
all dealings with Franchisees, prospective franchisees and the public, adhere to
the highest standards of honesty, integrity, fair dealing and ethical conduct.


                                       14
<PAGE>

     13.2. Compliance with Laws and Good Business Practices.

     The Marketer  shall  secure and  maintain in force all  required  licenses,
permits and  certificates  relating to the Marketer's  activities  hereunder and
shall  operate in full  compliance  with all  applicable  laws,  ordinances  and
regulations.  The Marketer  acknowledges  being advised that many  jurisdictions
have enacted laws concerning the  advertising,  sale,  renewal,  termination and
continuing  relationship  between  parties to a franchise  agreement,  including
without limitation, laws concerning disclosure requirements. The Marketer agrees
promptly  to  become  aware  of,  and to  comply  with,  all such laws and legal
requirements  in force in the Territory  and to utilize only offering  circulars
that the Franchisor has approved for use in the applicable jurisdiction.

     13.3. Accuracy of Information.

     Before it offers or sells any franchise,  the Marketer shall each time take
reasonable  steps to  confirm  that the  information  contained  in any  written
materials,  agreements  and  other  documents  related  to the  offer or sale of
franchises  is true,  correct  and not  misleading  at the time of such offer or
sale,  and the offer or sale of such franchise will not at that time be contrary
to or in violation of any applicable  state law related to the  registration  of
the  franchise  offering.  The  Franchisor  shall  provide the Marketer with any
changes to its disclosure  documents and other agreements on a timely basis, and
shall, upon request, provide the Marketer with confirmation that the information
contained in any written  materials,  agreements or documents  being used by the
Marketer  is  true,   correct  and  not   misleading,   except  for  information
specifically  relating to  disclosures  regarding the Marketer.  If the Marketer
notifies  the  Franchisor  of an error in any  information  in the  Franchisor's
documents,  the Franchisor shall have a reasonable  period of time to attempt to
correct any deficiencies, misrepresentations or omissions in such information.

     13.4. Notification of Litigation.

     The Marketer  shall notify the Franchisor in writing within five days after
(i) the commencement of any action, suit, proceeding or investigation;  and (ii)
the  issuance of any order,  writ,  injunction,  award or decree,  by any court,
agency or other  governmental  body,  which  concerns the operation or financial
condition of the  Marketer,  the  Marketer's  Business or any  Franchisee in the
Territory.

     13.5. Ownership and Management of Business.

     The Marketer's Business shall at all times be under the direct, day-to-day,
full-time  supervision  of the Marketer  (or, if the Marketer is a  partnership,
corporation,  limited liability company or other entity, the Principal Owner who
shall have been  approved by the  Franchisor  and who shall have  satisfactorily
completed the Franchisor's  training  program).  The Marketer shall at all times
during  the term of this  Agreement  own and  control  the  Business  authorized
hereunder.  Upon the request of the  Franchisor,  the  Marketer  shall  promptly
provide  satisfactory proof of such ownership.  The Marketer represents that the
Statement of Ownership, attached to this Agreement as Exhibit V and incorporated
herein  by  reference,  is true,  complete,  accurate  and not  misleading.  The
Marketer shall promptly provide the Franchisor with 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
provision  contained in Article 15 of this Agreement.  If the Marketer is not an
individual,  an individual or  individuals  designated by the  Franchisor  shall
execute the Guaranty and  Assumption  of Area  Marketer's  Obligations  attached
hereto as Exhibit IV and incorporated herein by reference.

                                       15
<PAGE>


     13.6. Conflicting Interests.

     The Marketer shall at all times faithfully, honestly and diligently perform
its obligations  hereunder and  continuously  exert its best efforts to promote,
enhance and service PAK MAIL Centers in the  Territory.  The Marketer  shall not
engage in any other business or other  activity,  directly or  indirectly,  that
requires  any  significant  management  responsibility,   time  commitments,  or
otherwise may conflict with the Marketer's  obligations  hereunder,  without the
prior written approval of the Franchisor.

     13.7. Insurance.

     The Marketer shall at all times during the term of this Agreement  maintain
in force,  at the  Marketer's  sole  expense,  comprehensive,  public  and motor
vehicle liability insurance against claims for bodily and personal injury, death
and property damage caused by or occurring in conjunction  with the operation of
the Marketer's  Business under this Agreement.  Such insurance coverage shall be
maintained under one or more policies of insurance  containing minimum liability
protection of $1,000,000 per occurrence for bodily and personal injury and death
and $500,000 per occurrence  for property  damage.  All such insurance  policies
shall be issued by insurance carriers  acceptable to the Franchisor.  All of the
required insurance policies shall name the Franchisor as an additional  insured,
contain a waiver of the insurance  company's  right of  subrogation  against the
Franchisor and provide that the  Franchisor  will receive 30 days' prior written
notice of  termination,  expiration  or  cancellation  of any such  policy.  The
Franchisor  has the right to change the minimum amount of insurance the Marketer
is required to maintain by giving the Marketer prior reasonable  notice,  giving
due consideration to what is reasonable and customary in similar businesses.

     13.8. Proof of Insurance Coverage.

     The Marketer  will provide  proof of insurance to the  Franchisor  prior to
commencement of operations of its Marketer  Business.  This proof will show that
the  insurer  has been  authorized  to inform  the  Franchisor  in the event any
policies  lapse or are  cancelled.  The Marketer  shall submit to the Franchisor
annually  a copy  of the  certificates  or  other  evidence  of the  renewal  or
extension of each required  insurance policy.  Noncompliance  with the insurance
provisions set forth herein shall be deemed a material breach of this Agreement;
and 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 Marketer cease
operations of the Marketer  Business until  coverage is  reinstated,  or, in the
alternative,  pay any delinquencies in premium payments and charge the same back
to the  Marketer.  The  Marketer's  obligation  to obtain and maintain  required
insurance  policies  shall not be limited in any way by reason of any  insurance
maintained  by the  Franchisor,  nor shall the  Marketer's  compliance  with the
insurance  provisions in this Agreement  relieve the Marketer of its obligations
under Section 18.4 of this Agreement.




                                       16
<PAGE>


     13.9. Advertising in Territory.

     The  Marketer is required to spend during each  calendar  quarter a certain
specified amount ("Advertising  Expenditure") to advertise and promote the offer
and sale of franchises for PAK MAIL Centers in the Territory.  The amount of the
Advertising  Expenditure  shall be designated in Exhibit I attached hereto.  The
Marketer  shall  submit  to the  Franchisor  an  accounting  of its  Advertising
Expenditures  within 20 days  following the end of each calendar  quarter during
the term of this  Agreement.  The Franchisor  reserves the right to withhold the
payment of Service Fees due to the Marketer for any calendar  quarter until such
time as the Franchisor  receives the Marketer's  Advertising  Expenditure report
for all previous  quarters.  All advertising and promotion by the Marketer shall
be  completely   factual  and  conform  to  the  highest  standards  of  ethical
advertising.  The Marketer  agrees to refrain  from any business or  advertising
practice that may be injurious to the Franchisor,  the goodwill  associated with
the Marks or PAK MAIL Centers.

     13.10. Approval of Advertising.

     Prior  to  their  use by the  Marketer,  samples  of  all  advertising  and
promotional  materials  not prepared or previously  approved by the  Franchisor,
including,  without  limitation,  Internet  advertising on the World Wide Web or
other similar network, shall be submitted to the Franchisor for approval,  which
approval  shall not be  unreasonably  withheld.  If written  disapproval  is not
received by the Marketer within 15 business days from the  Franchisor's  receipt
of proposed advertising materials,  the Franchisor shall be deemed to have given
its  approval.  The  Marketer  shall  not use  any  advertising  or  promotional
materials that the Franchisor has  disapproved.  The Marketer  acknowledges  and
understands   that  certain  states  require  the  filing  of  franchise   sales
advertising  materials with the appropriate state agency prior to dissemination.
The Marketer agrees to fully and timely comply with such filing  requirements at
the Marketer's own expense unless such  advertising  has been  previously  filed
with the state by the Franchisor.

     13.11. Accounting, Bookkeeping and Records.

     The Marketer shall  maintain at its Business  premises in the Territory all
original invoices,  receipts,  checks, contracts,  licenses,  acknowledgement of
receipt forms and bookkeeping and business records as the Franchisor may require
from time to time. The Marketer shall furnish to the Franchisor,  within 90 days
after the end of the Marketer's fiscal year, a balance sheet and profit and loss
statement  for the  Marketer's  Business  for such year (or monthly or quarterly
statements if required by the Franchisor,  in which case such  statements  shall
also  reflect  year-to-date  information).  In  addition,  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 regarding
the Marketer's Business shall be furnished to the Franchisor. The Marketer shall
maintain  all  records and reports of the  Business  conducted  pursuant to this
Agreement for at least two years after the date of  termination or expiration of
this Agreement.




                                       17
<PAGE>


     13.12. Reports.

     The Marketer shall, as often as required by the Franchisor,  deliver to the
Franchisor a written  report of its Business  activities  during such periods as
required in Sections 9.4, 9.5 and 9.7 above,  in such form and in such detail as
the  Franchisor  may from  time to time  specify,  including  information  about
efforts to solicit  prospective  Franchisees,  the status of pending real estate
transactions and the status of the Centers in the Territory. The Marketer shall,
as often as  required  by the  Franchisor,  during  the term of this  Agreement,
deliver to the Franchisor the field  inspection  reports required in Section 9.5
above, for each  Franchisee-owned  Center in the Territory,  in such form and in
such detail as the Franchisor may from time to time specify.

     13.13. Late Charges.

     The Franchisor reserves the right to automatically assess a $50 late charge
for any report or financial statement required under the terms of this Agreement
which is not timely filed by the  Marketer.  Such late charge shall  continue to
accrue each month that the late report or financial  statement  remains  unfiled
and shall be due and payable in full upon demand by the Franchisor. In the event
any late charge is not paid upon demand,  the Franchisor may elect to pursue all
of its available remedies.

     13.14. Compliance with Third Party Agreements.

     The Marketer shall comply with all agreements with third parties related to
the Marketer Business including,  in particular,  all provisions of any premises
lease.

                           14. INSPECTIONS AND AUDITS

     14.1. Inspections and Audits.

     To determine  whether the Marketer is complying  with this  Agreement,  the
Franchisor  or its  designee  shall  have the  right at any time  during  normal
business  hours,  and without  prior notice to the  Marketer,  to enter onto the
premises in which the Marketer is then keeping its business records and inspect,
and  conduct an audit of,  the  business  records,  bookkeeping  and  accounting
records,  invoices,  payroll records,  time cards,  check stubs,  bank deposits,
receipts, sales tax records and returns and other business records and documents
of the Marketer's Business. The Marketer and its employees shall fully cooperate
with  representatives  of the  Franchisor  making,  conducting,  supervising  or
observing any such  inspection or audit.  Marketer must purchase  certain office
equipment that meets the Franchisor's standards and specifications,  including a
facsimile machine,  a separate phone line dedicated to the Business,  and pay an
annual fee for access to the Franchisor's  electronic mail network to facilitate
the  Franchisor's  communication  with the Marketer and among all  Marketers and
Franchisees.  At the Franchisor's  request,  the Marketer will purchase computer
equipment   and  software   according   to  the   Franchisor's   standards   and
specifications,  to allow  the  Franchisor  unlimited  electronic  access to the
Marketer's  Business  records.  The Marketer must have access to the internet in
order  to  receive  and  send  electronic  mail  messages  on  the  Franchisor's
electronic mail network.




                                       18
<PAGE>


                                  15. TRANSFERS

     15.1. Transfers by the Franchisor.

     This Agreement is fully  transferable  by the Franchisor and shall inure to
the benefit of any  transferee  or other  legal  successor  to the  Franchisor's
interests herein.

     15.2. Transfers by the Marketer.

     The Marketer  agrees that the rights and duties  created by this  Agreement
are  personal  to  the  Marketer  (or  its  officers,  directors,  shareholders,
managers,  members,  partners or  equivalents  if the Marketer is an entity) and
that the  Franchisor  has  entered  into this  Agreement  in  reliance  upon the
Franchisor's  perceptions  of the  individual  or collective  character,  skill,
aptitude,  attitude, business ability and financial capacity of the Marketer (or
its  officers,   directors,   shareholders,   members,  managers  or  partners).
Accordingly,  without the prior written consent of the Franchisor, which consent
will not be  unreasonably  withheld,  neither  this  Agreement  (or any interest
therein),  nor any of the  assets  of the  Business,  nor any part or all of the
ownership of the Marketer may be transferred.  Any  unauthorized  transfer shall
constitute  a  breach  hereof  and be  void  and of no  effect.  As used in this
Agreement,   the  term   "transfer"   shall  mean  and  include  the  voluntary,
involuntary,  direct or indirect assignment,  sale, subfranchise,  gift or other
disposition  by the Marketer (or any of its owners) of any interest in: (1) this
Agreement;  (2) 30% or more of the ownership  interests in the Marketer;  or (3)
the assets of the Business.

     15.3. Conditions for Approval of Transfer.

     If  the  Marketer  (and  its  officers,  directors,  managers,  owners  and
equivalents  if the  Marketer  is an  entity)  is in full  compliance  with this
Agreement,  the  Franchisor  shall not  unreasonably  withhold its approval of a
transfer  that  meets  all the  applicable  requirements  of this  Section.  The
proposed  transferee  and its officers,  directors,  managers and owners must be
individuals  of good moral  character and otherwise meet the  Franchisor's  then
applicable standards for area marketers. If the transfer is of this Agreement, a
30% or more  ("Controlling  Interest")  interest  in the  Marketer,  or all or a
substantial  portion  of the  assets of the  Business,  or is one of a series of
transfers which in the aggregate  constitute the transfer of this  Agreement,  a
Controlling  Interest  in the  Marketer or all or a  substantial  portion of the
assets of the Business,  all of the following conditions must be met prior to or
concurrently with the effective date of the transfer:

          a. The transferee shall have sufficient business experience,  aptitude
     and financial  resources to act as a Marketer,  agree to be bound by all of
     the terms and conditions of this  Agreement and the  transferee  and/or its
     Principal Owner must have completed the  Franchisor's  training  program to
     the Franchisor's satisfaction;

          b. The Marketer  shall have paid all fees due  hereunder,  all amounts
     owed for purchases  from the  Franchisor  and all other amounts owed to the
     Franchisor or its  affiliates  and third party  creditors and submit to the
     Franchisor all required reports and statements;

          c. The  Marketer or the  transferee  shall have paid the  Franchisor a
     transfer  fee in the  amount of $2,500 to defray  expenses  the  Franchisor
     incurs in connection with the transfer;

          d. The Marketer (and/or its transferring owners) shall have executed a
     general  release,  in form  satisfactory to the Franchisor,  of any and all
     claims  against the  Franchisor  and its  affiliates  and their  respective
     officers, directors, employees and agents;



                                       19
<PAGE>


          e. The transferee  shall have executed an Area Marketing  Agreement in
     the form then currently  offered by the Franchisor,  the term of which will
     end on the expiration  date of this  Agreement,  and which shall  supersede
     this Agreement in all respects. The Marketer acknowledges that the terms of
     a new Area Marketing Agreement may differ from the terms of this Agreement;

          f.  The  Franchisor   shall  have  approved  the  material  terms  and
     conditions of such transfer,  including, without limitation, that the price
     and terms of  payment  are not so  burdensome  as to affect  adversely  the
     transferee's business as a Marketer of the Franchisor;

          g. If the Marketer (and/or the transferring  owners) finances any part
     of the sale price of the  transferred  interest,  the  Marketer  and/or its
     owners shall have agreed that all  obligations of the transferee  under any
     promissory notes,  agreements or security interests shall be subordinate to
     the  transferee's  obligations  to pay fees,  and other  amounts due to the
     Franchisor,  its affiliates and designees and otherwise to comply with this
     Agreement; and

          h. The Marketer (and/or its transferring owners) shall have executed a
     noncompetition  covenant in favor of the Franchisor and the transferee with
     terms the same as those set forth in Section 17.5 below.

     15.4. Transfer to an Entity.

     If the Marketer is in full compliance with this Agreement, the Marketer may
transfer this  Agreement to a corporation  or other entity in which the Marketer
owns  all of  the  ownership  interest,  with  the  Franchisor's  prior  written
approval,  which approval shall not be unreasonably  withheld.  The transfer fee
described  in Section  15.3(c)  above will be waived by the  Franchisor  and all
owners  of  such  entity  shall  sign a  Guaranty  and  Assumption  of the  Area
Marketer's Obligations, attached hereto as Exhibit IV.

     15.5. Franchisor's Approval of Transfer.

     The  Franchisor  has 30 days from the date of the written notice to approve
or disapprove in writing,  of the Marketer's  proposed transfer.  Written notice
shall mean and include all  documentation  necessary to evaluate the transferee.
The Marketer  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 marketers of the Franchisor and that the proposed transferee shall
be provided,  if appropriate,  with such disclosures as may be required by state
or federal law.

     15.6. Death or Disability of Area Marketer.

     Upon the death or  permanent  disability  of the  Marketer  (or a Principal
Owner of or the owner of a Controlling Interest in the Marketer),  the executor,
administrator,  conservator,  guardian or other personal  representative of such
person shall  transfer his or her interest in this Agreement or such interest in
the Marketer 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 six
months from the date of death or permanent  disability,  and shall be subject to
all the terms and conditions  applicable to transfers contained in this Article.
Failure to transfer  the  interest  in this  Agreement  or such  interest in the
Marketer within said period of time shall constitute a breach of this Agreement.
For purposes  hereof,  the term  "permanent  disability"  shall mean a mental or
physical  disability,  impairment or condition  that  prevents the  Marketer,  a
Principal  Owner or an owner of a  Controlling  Interest  in the  Marketer  from
performing the essential functions of the Marketer.

                                       20
<PAGE>


                             16. TERM AND EXPIRATION

     16.1. Term.

     The term of this Agreement is for a period of 5 years from the date of this
Agreement, unless sooner terminated as provided herein.

     16.2. Continuation.

     If, for any reason,  the Marketer  continues to operate the Business beyond
the term of this Agreement or any subsequent  renewal period, it shall be deemed
to be on a month-to-month basis under the terms of this Agreement and subject to
termination  upon 30 days notice or as required by law. If said holdover  period
exceed 90 days,  this  Agreement  is subject  to  immediate  termination  unless
applicable law requires a longer  period.  Upon  termination  after any holdover
period,  the Marketer and those in active  concert with the Marketer,  including
family members, officers,  directors,  partners and managing agents, are subject
to the terms of  Articles  11 and 12 and  Sections  17.3,  17.4 and 17.5 of this
Agreement and all other  applicable  post-termination  obligations  contained in
this Agreement.

     16.3. Rights Upon Expiration.

     At the end of the initial term, the Marketer shall have the option to renew
its area marketer rights for an additional term as set forth in the then current
form of Area Marketing  Agreement,  by acquiring successor area marketer rights,
if the Franchisor  authorizes a successor area marketer  franchise in accordance
with Section 16.3 below, and if the Marketer:

          a. At least 60 days prior to expiration of the term, executes the form
     of Area  Marketing  Agreement then in use by the  Franchisor.  The Marketer
     acknowledges  that such  agreement may contain  terms which are  materially
     different from those in this Agreement,  including  commission  percentages
     and territories;

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

          c.  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,
     successors,  assigns  and  agents  arising  out  of  or  relating  to  this
     Agreement; and

          d.  Has  agreed  with  the  Franchisor  on new  Sales  Goals  for  the
     additional term at least 60 days prior to expiration of the term.




                                       21
<PAGE>


     16.4. Exercise of Option for Successor Area Marketer Rights.

     The Marketer may exercise its option for successor area marketer  rights by
giving  written notice of such exercise to the Franchisor not less than 120 days
nor more 180 days  prior to the  scheduled  expiration  of this  Agreement.  The
Marketer's  successor area marketer rights shall become effective by signing the
Area  Marketing  Agreement  then  currently  being  offered  by the  Franchisor;
however,  if the  Marketer  fails  to sign  the  general  release  and the  Area
Marketing  Agreement within 60 days after delivery thereof to the Marketer,  the
Marketer  shall be deemed  to have  elected  not to  acquire  a  successor  area
marketing franchise.

     16.5. Conditions of Refusal.

     The Franchisor shall not be obligated to offer the Marketer  successor area
marketer  rights upon the  expiration of this Agreement if the Marketer fails to
comply with any of the above  conditions of renewal.  In such event,  except for
failure to execute the then current Area  Marketing  Agreement,  the  Franchisor
shall give the  Marketer  notice of  expiration  not more than 90 days after the
Franchisor  receives the Marketer's  notice, and such notice shall set forth the
reasons for such  refusal to offer  successor  area  marketer  rights.  Upon the
expiration of this  Agreement,  the Marketer shall comply with the provisions of
Section 17.3 below.

                                 17. TERMINATION

     17.1. By the Marketer.

     The  Marketer  may  terminate  this  Agreement  at any time during the term
hereof with 90 days advance written notice to the Franchisor.

     17.2. By the Franchisor.

     The Franchisor  shall have the right to terminate this Agreement  effective
upon delivery of written notice of termination to the Marketer, unless otherwise
noted below  (subject to any state laws to the  contrary,  where state law shall
prevail) if the Marketer  (and/or any of its  shareholders,  members,  managers,
Principal Owners, partners or the equivalent):

          a. Fails to  satisfactorily  complete the training program as provided
     in Section 7.1 of this Agreement;

          b.  Has  made  any  material  misrepresentation  or  omission  in  its
     application to be a Marketer;

          c. Fails to meet the Sales Goals set forth in Exhibit I;

          d. Fails to comply with any other  provision of this  Agreement or any
     mandatory specification,  standard or operating procedure prescribed by the
     Franchisor  and does not correct such failure  within 30 days after written
     notice of such failure to comply is delivered to the Marketer;

          e. Surrenders,  transfers control of or makes an unauthorized transfer
     of this Agreement or an ownership interest in the Marketer;

          f. Is  convicted by a trial court of or pleads no contest to a felony,
     or to any other crime or offense that is, in the opinion of the Franchisor,
     likely to  adversely  affect the  goodwill  associated  with the Marks,  or


                                       22
<PAGE>


     engages in any conduct  which may  adversely  affect the  reputation of PAK
     MAIL Centers or the goodwill associated with the Marks;

          g. Is declared  bankrupt or  insolvent  or  voluntarily  institutes  a
     bankruptcy  proceeding under the Bankruptcy Code or is adjudicated bankrupt
     as a result of an  involuntary  petition in bankruptcy  being filed against
     it. (This provision may not be enforceable under federal bankruptcy law, 11
     U.S.C. ss.ss. 101 et seq.);

          h. Abandons or ceases to operate the Marketer Business for a period of
     15  consecutive  days or any shorter period that indicates an intent by the
     Marketer to discontinue operation of the Marketer Business unless precluded
     from doing so by an event beyond the Marketer's  reasonable control,  other
     than for financial reasons;

          i. Has received three notices of default from the Franchisor  within a
     12 month  period,  regardless  of whether  the  defaults  were cured by the
     Marketer;

          j.  Makes any  unauthorized  use of the Marks or  unauthorized  use or
     disclosure  of  the  Confidential  Information,   or  uses,  duplicates  or
     discloses any part of the System Manual; or

          k. Has terminated a Franchise Agreement between the Franchisor and the
     Marketer, or if the Franchisor has terminated such a Franchise Agreement.

     17.3.  Rights and  Obligations  of the Area  Marketer Upon  Termination  or
Expiration.  Upon  termination of this  Agreement,  whether  pursuant to Section
17.1,  17.2 or upon  expiration of this Agreement  pursuant to Article 16 above,
the Marketer agrees:

          a. To pay the  Franchisor  within 15 days after the effective  date of
     termination  or expiration of this  Agreement,  or such later date that the
     amounts due to the Franchisor are determined,  such fees,  amounts owed for
     purchases by the Marketer from the Franchisor, its affiliates or designees,
     interest  due on any of the  foregoing  and all other  amounts  owed to the
     Franchisor, its affiliates or designees which are then unpaid;

          b. To  refrain  from,  directly  or  indirectly  at any time or in any
     manner  (except  with  respect  to PAK MAIL  Center  franchises  owned  and
     operated by the Marketer)  identifying  itself or any business as a current
     or former PAK MAIL Marketer,  use any Mark, any colorable imitation thereof
     or other  indicia of a PAK MAIL  Center in any manner or for any purpose or
     utilize for any purpose any trade name,  trademark or service mark or other
     commercial  symbol that suggests or indicates a connection  or  association
     with the Franchisor or its affiliates;

          c. To  immediately  deliver  to the  Franchisor  all past and  present
     franchise  sales leads and records and all contracts,  acknowledgements  of
     receipt,  and other  information  and records related to Franchisees of the
     Franchisor in the Territory;

          d. To immediately deliver to the Franchisor all advertising materials,
     the System Manual, all other manuals, forms, offering circulars,  franchise
     sales  brochures  and  other  materials  containing  any Mark or  otherwise
     identifying or relating to the sale or service of PAK MAIL Centers;

          e. To refrain from  communicating,  in any manner,  with  Franchisees,
     except as expressly authorized by the Franchisor;


                                       23
<PAGE>


          f. To take such action as may be required to cancel all  fictitious or
     assumed names or equivalent registrations relating to the Marketer's use of
     any Mark;

          g.  To  notify  the  telephone  company  and all  telephone  directory
     publishers of the termination or expiration of the Marketer'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 Marketer acknowledges that,
     as between it 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 Marketer  authorizes the
     Franchisor,  and hereby  appoints the Franchisor and any of its officers as
     the Marketer'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 Marketer's
     Business to the  Franchisor at its  direction,  should the Marketer fail or
     refuse to do so, and the  telephone  company  and all  telephone  directory
     publishers  may accept  such  direction  or this  Agreement  as  conclusive
     evidence 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 Marketer's  former  Business,  PAK
     MAIL Centers 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  Marketer's  former  Business,  PAK
     MAIL Centers or any of the Marks;

          i. Abide by all restrictive covenants set forth in this Agreement; and

          j. Furnish the Franchisor,  within 30 days after the effective date of
     termination or expiration,  with evidence satisfactory to the Franchisor of
     the Marketer's compliance with the foregoing obligations.

     17.4. Confidential Information.

     Marketer agrees that, upon termination or expiration of this Agreement, the
Marketer  shall  immediately  cease to use any  Confidential  Information of the
Franchisor  pursuant to this  Agreement in any business or otherwise  (except in
connection  with the  operation  of a PAK MAIL  Center  pursuant  to a Franchise
Agreement  with the  Franchisor)  and return to the Franchisor all copies of the
System Manual and any other confidential materials which have been loaned to the
Marketer by the Franchisor.




                                       24
<PAGE>


     17.5. Covenant Not to Compete.

     Upon  termination  or  expiration  of this  Agreement  for any reason,  the
Marketer (and its shareholders,  officers,  directors,  members, managers and/or
partners if the Marketer is a  corporation,  partnership,  or limited  liability
company) agrees that for a period of two years  commencing on the effective date
of  termination  or  expiration,  or the date on which  the  Marketer  ceases to
conduct  business,  whichever  is later,  the  Marketer  (and its  shareholders,
officers,  directors,  members,  managers,  partners  and/or  equivalents if the
Marketer is an entity) shall not have any direct or indirect interest (through a
member of any immediate family of the Marketer or its affiliates,  shareholders,
officers, directors, partners, members, managers, equivalents 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  located or operating  within the Territory.  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  2% or less of the number of shares of that class of  securities
issued and outstanding. The Marketer (and its shareholders, officers, directors,
members,  managers,  partners and/or equivalents) expressly acknowledges that it
possesses  skills and abilities of a general nature and has other  opportunities
for exploiting such skills.  Consequently,  enforcement of the covenants made in
this Section  will not deprive it of its personal  goodwill or ability to earn a
living.

     17.6. No Further Right to Payment.

     Upon termination or expiration of this Agreement, the Marketer forfeits all
fees paid to the Franchisor and remains liable to the Franchisor for all amounts
due to the Franchisor on the date of  termination  or  expiration.  The Marketer
shall have no further right to receive  payment of  commissions  or Service Fees
from the  Franchisor,  except for those  commissions  or Service Fees which have
been fully  earned by the  Marketer up through the date of such  termination  or
expiration.  For purposes of this Agreement,  "fully earned"  commissions  shall
mean commissions due on franchise sales for which all Franchise Sales Conditions
described  in Section 6.1 of this  Agreement  have been met or  fulfilled by the
Marketer. "Fully earned" Service Fees shall mean those Service Fees which accrue
up through the date of termination which are otherwise owed to the Marketer. The
Franchisor shall have the right to immediately  assume control of and manage all
franchise  sales  in  the  Territory  and  to  receive  all  Service  Fees  from
Franchisees in the Territory. Any fully earned commissions or Service Fees which
are due to the Marketer will be paid by the  Franchisor  in accordance  with the
provisions of Article 6 of this Agreement.

     17.7. Continuing Obligations.

     All  obligations of the  Franchisor and the Marketer which  expressly or by
their nature  survive the  expiration or  termination  of this  Agreement  shall
continue  in  full  force  and  effect  subsequent  to and  notwithstanding  its
expiration  or  termination  and until  they are  satisfied  or by their  nature
expire.

     17.8. 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 MARKETER'S  RIGHTS REGARDING  TERMINATION
OR EXPIRATION OF THIS AGREEMENT.


                                       25
<PAGE>

                         18. RELATIONSHIP OF THE PARTIES

     18.1. Relationship of the Parties.

     It is understood  and agreed by the parties hereto that this Agreement does
not  create  a  fiduciary  relationship  between  them,  that  the  parties  are
independent  contractors  and that nothing in this Agreement is intended to make
either party an agent, subsidiary,  joint venturer, partner, employee or servant
of the other for any purpose.  The Marketer shall conspicuously  identify itself
in all dealings with Franchisees, prospective Franchisees, lessors, contractors,
suppliers, public officials and others as the owner of its own Business under an
Area Marketing Agreement with the Franchisor, and shall place such other notices
of independent  ownership on signs,  forms,  stationery,  advertising  and other
materials as the Franchisor may require from time to time.

     18.2. Payment of Third Party Obligations.

     Neither the  Franchisor  nor the Marketer shall make any express or implied
agreements, guaranties or representations,  or incur any debt, in the name of or
on  behalf of the other or  represent  that  their  relationship  is other  than
franchisor and franchisee,  and neither the Franchisor nor the Marketer shall be
obligated by or have any liability under any agreements or representations  made
by the  other  that  are not  expressly  authorized  hereunder,  nor  shall  the
Franchisor  be obligated  for any damages to any person or property  directly or
indirectly arising out of the operation of the Marketer's  Business,  whether or
not caused by the Marketer's negligent or willful action or failure to act.

     18.3. Independent Contractors.

     The Marketer may delegate its duties  hereunder to independent  contractors
provided that the Marketer  receives  written approval from the Franchisor prior
to any such  delegation of duties and complies with all state laws which require
broker  registration  for such  persons.  The  Franchisor  reserves the right to
withdraw the approval of any independent  contractor  engaged by the Marketer to
fulfill its duties and obligations under this Agreement, at any time.

     18.4. Indemnification.

     The  Marketer   agrees  to  indemnify  and  hold  the  Franchisor  and  its
subsidiaries,  affiliates, stockholders,  directors, officers, employees, agents
and assignees harmless against, and to reimburse them for, any loss,  liability,
taxes or damages (actual or consequential) and all reasonable costs and expenses
of defending any claim brought against any of them or any action in which any of
them  is  named  as  a  party   (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)  which any of them may suffer,  sustain or incur by reason of, arising
from or in connection with any acts,  omissions or activities of the Marketer or
any employee of or independent  contractor  engaged by the Marketer whether such
acts,  omissions or activities are  authorized by or are not in accordance  with
this  Agreement.  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.


                                       26
<PAGE>


                          19. MISCELLANEOUS PROVISIONS

     19.1. 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  Marketer  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  Marketer,   its  officers,   partners,   managers  or  directors
(collectively,   "Marketer  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  Marketer and the
Marketer Affiliates each waive their rights to a trial by jury.

     19.2. Severability.

     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.

     19.3. Modification.

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

     19.4. 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 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.

     19.5. Injunctive Relief.

     Nothing  herein shall  prevent the  Franchisor or the Marketer 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 in excess of $500.


                                       27
<PAGE>


     19.6. Payment of Taxes.

     The  Marketer  shall  reimburse  the  Franchisor,  and 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 Marketer  through sale,  lease or  otherwise,  or on account of any payments
made  by the  Marketer  to the  Franchisor  required  under  the  terms  of this
Agreement.

     19.7. No Waiver.

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

     19.8. No Right to Set Off.

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

     19.9. Effective Date.

     Regardless of the date first written  above,  this  Agreement  shall not be
effective  until  accepted  by the  Franchisor  as  evidenced  by the dating and
signing of this Agreement by an officer of the Franchisor.

     19.10. Review of Agreement.

     The Marketer  acknowledges  that it had a copy of the Franchisor's  Uniform
Franchise Offering Circular in its possession for a period of time not less than
10 full business days, and this Agreement in its possession for a period of time
not less than 5 full business  days,  during which time the Marketer has had the
opportunity  to submit the same for review and advice by a  professional  of the
Marketer's choosing prior to freely executing this Agreement.

     19.11. 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 Marketer 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 Marketer 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
Marketer's  Business,  or  operational  assistance  other than as stated in this
Agreement  or in any  disclosure  document  provided  by the  Franchisor  or its
representatives.




                                       28
<PAGE>


     19.12. 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, to the addresses set forth
in the first  paragraph  of this  Agreement,  or, with respect to notices to the
Marketer, to the address of the Marketer Business, or at such other addresses as
the  Franchisor  or the Marketer 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.

     19.13. Acknowledgment.

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

          (A) THE SUCCESS OF THE BUSINESS VENTURE  CONTEMPLATED  HEREIN INVOLVES
     SUBSTANTIAL RISKS AND DEPENDS UPON THE MARKETER'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 DOCUMENT, AND IN ANY OFFERING CIRCULAR SUPPLIED
     TO THE MARKETER IS BINDING ON THE FRANCHISOR IN CONNECTION WITH THE SUBJECT
     MATTER OF THIS AGREEMENT.




                                       29
<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have  signed and  delivered  this
Agreement in counterparts on the last date written below.


PAK MAIL CENTERS OF AMERICA, INC.,  AREA MARKETER
a Colorado corporation
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:
                                          --------------       -------------



                                       30
<PAGE>

                                    EXHIBIT I

                                      RIDER
                           TO AREA MARKETING AGREEMENT
                    BETWEEN PAK MAIL CENTERS OF AMERICA, INC.
                                       AND
                 -----------------------------------------------
                         DATED _______________, 20 ____

     1.  Territory.  The  Territory  referred to in Section 2.1 of the Agreement
shall         be         the         following          geographic         area:
--------------------------------------------------------------------------------
-------------------------------------------------------------------------------.

     2.  Marketing  Fee.  The  Marketing  Fee payable to the  Franchisor  by the
Marketer  under  Section 5.1 of the  Agreement  shall be an amount  equal to the
product  of the  estimated  population  within the  Territory  and the price per
person within the Territory,  which shall be no less than $0.06, and adjusted as
follows:
---------------------------------------------------------------------------- and
calculated as follows:

A.  1990 Bureau of Census Population Estimate =            _________


B.  Adjustment to Population Estimate =                    _________
C.  Current Population Within Territory (A+B =)            _________
                                          -                =========
D.  Adjusted Price Per Person =                            _________
MARKETING FEE (DxC =)                                                  _________
                                                                       =========

Unless otherwise agreed,  the Marketing Fee is payable in cash,  certified funds
or by wire  transfer.  The  Franchisor and the Marketer agree that the Marketing
Fee will not be subject to change for any reason, including subsequent revisions
of the Bureau of Census population estimates.

     3.  Advertising  Expenditure.  During the term of the  Agreement,  Marketer
shall be required during each calendar  quarter to spend a minimum of $_________
("Advertising  Expenditure")  to  advertise  and  promote  the offer and sale of
franchises  for PAK MAIL Centers in the  Territory,  in accordance  with Section
13.9 of the Agreement, based on the following calculation:



A.  1990 Bureau of Census Population Estimate =            _________


B.  Adjustment to Population Estimate =                    _________
C.  Current Population Within Territory (A+B =)            _________
D.  Price Per Person = $.001                               _________
                                                           =========

ADVERTISING EXPENDITURE (D x C =)                                      _________
                                                                       =========

     The Franchisor and the Marketer agree that the Advertising Expenditure will
not be subject to change for any reason,  including  subsequent revisions of the
Bureau of Census population estimates.

     4. Sales Goals.  The Marketer  shall meet the  following  cumulative  Sales
Goals by the last day of each twelve-month period ("Sales Year") during the term
of the Agreement:

                                        1

<PAGE>


                              Cumulative Minimum
                            Number of New Pak Mail             Last Day of Sales
Sales Year               Centers Sold in the Territory                Year
First                                                                       ,
                         -------------------------------        ------------
Second                                                                      ,
                         -------------------------------        ------------
Third                                                                       ,
                         -------------------------------        ------------
Fourth                                                                      ,
                         -------------------------------        ------------
Fifth                                                                       ,
                         -------------------------------        ------------
TOTAL SALES GOALS

The first Sales Year  commences on the date of the  Agreement and expires on the
date shown above.  Each  subsequent  Sales Year commences on the date succeeding
the last day of the  preceding  Sales Year and  expires on the  respective  date
shown above.  The sales made during the term of the  Agreement  are  cumulative.
Therefore,  if the Marketer  meets its total Sales Goals prior to the end of the
fifth Sales Year, the Marketer's Sales Goals will be satisfied.

PAK MAIL Centers  located in the  Territory  and owned by the  Franchisor do not
count toward fulfillment of the Marketer's cumulative Sales Goals.

PAK MAIL CENTERS OF AMERICA, INC.,  AREA MARKETER
a Colorado corporation

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

<PAGE>


                                   EXHIBIT II

                       CURRENT FORM OF FRANCHISE AGREEMENT





<PAGE>



                                   EXHIBIT III

                CURRENT FORM OF AMENDMENT TO FRANCHISE AGREEMENT
                           (A.M. P.M. MOVERS PROGRAM)



<PAGE>



                                   EXHIBIT IV

                           GUARANTY AND ASSUMPTION OF
                           AREA MARKETER'S OBLIGATIONS

     In  consideration  of, and as an inducement  to, the execution of the above
Area Marketing Agreement (the "Agreement") by PAK MAIL CENTERS OF AMERICA,  INC.
("Franchisor"),   each  of  the   undersigned   ("Guarantors")   personally  and
unconditionally  (1)  guarantees to the  Franchisor and its affiliates and their
successors and assigns, for the term of the Agreement and thereafter as provided
in  the  Agreement,  that  the  Area  Marketer  defined  in the  Agreement  (the
"Marketer")  shall  punctually  pay and  perform  each  and  every  undertaking,
agreement and covenant set forth in the  Agreement and (2) agrees  personally to
be bound by, and personally  liable for the breach of, each and every  provision
in the Agreement.

     1. Waiver. Each of the undersigned waives:

          a.  acceptance  and notice of  acceptance  by the  Franchisor  and its
     affiliates of the foregoing undertakings;

          b. notice of demand for payment of any indebtedness or  nonperformance
     of any obligations hereby guaranteed;

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

          d. any right he or she may have to  require  that an action be brought
     against the Marketer or any other person as a condition of liability; and

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

     2. Consents. Each of the undersigned consents and agrees that:

          a. his or her direct and immediate liability under this guaranty shall
     be joint and several;

          b. he or she shall render any payment or  performance  required  under
     the Agreement upon demand if the Marketer fails or refuses punctually to do
     so;

          c. such liability shall not be contingent or conditioned  upon pursuit
     by the Franchisor or its affiliates of any remedies against the Marketer or
     any other person;

          d. such  liability  shall not be  diminished,  relieved  or  otherwise
     affected by any  extension of time,  credit or other  indulgence  which the
     Franchisor or its affiliates may from time to time grant to the Marketer 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; and


                                        1

<PAGE>

          e.  he or  she  shall  be  bound  by  the  restrictive  covenants  and
     confidentiality  provisions  contained  in Articles 11 and 12 and  Sections
     17.4  and  17.5  of  the  Agreement,  and  the  indemnification  provisions
     contained in Section 18.4 of the Agreement; and

          f. the governing law, consent to jurisdiction  and related  provisions
     contained  in  Article  19 and  the  costs  and  attorneys  fees  provision
     contained in Section 19.4 of the  Agreement  shall govern this Guaranty and
     such provisions are incorporated into this Guaranty by this reference.


     IN  WITNESS  WHEREOF,  each  of  the  undersigned  has  affixed  his or her
signature, effective as of the ____ day of ____________________, 20___.

PERCENTAGE OF OWNERSHIP                GUARANTOR(S)
INTEREST IN AREA MARKETER


---------------------------------      -----------------------------------------
                                       (Print Name)


                                       -----------------------------------------
                                       Signature

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

                                       -----------------------------------------
                                       Telephone Number

---------------------------------      -----------------------------------------
                                       (Print Name)


                                       -----------------------------------------
                                       Signature

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

                                       -----------------------------------------
                                       Telephone Number

                                        2

<PAGE>



---------------------------------      -----------------------------------------
                                       (Print Name)


                                       -----------------------------------------
                                       Signature

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

                                       -----------------------------------------
                                       Telephone Number







                                        3

<PAGE>

                                    EXHIBIT V

                             STATEMENT OF OWNERSHIP

Area Marketer:
               -----------------------------------------------------------------
--------------------------------------------------------------------------------

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 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.

     If a Limited Liability Company,  give the state and date of formation,  the
names and  addresses of every  manager,  the names and addresses of every member
and the percentage of membership interest held by each member.

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

     Marketer  acknowledges  that this Statement of Ownership applies to the PAK
MAIL  Marketer  Business  authorized  under the Area  Marketing  Agreement.  Use
additional  sheets if  necessary.  Any and all changes to the above  information
must be reported to the Franchisor in writing.


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