Exhibit 10(c)


                        PAK MAIL CENTERS OF AMERICA, INC.

                            MASTER LICENSE AGREEMENT

                                       FOR








                                   Country:
                                            ------------------------------------

                                   Master Licensee:
                                                    ----------------------------
                                   Office:
                                          --------------------------------------


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                        PAK MAIL CENTERS OF AMERICA, INC.
                            MASTER LICENSE AGREEMENT
                                TABLE OF CONTENTS

                                                                    Page Number
                                                                    -----------

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

  2.       GRANT OF LICENSE; ASSIGNMENT................................  1
           2.1.     Grant..............................................  1
           2.2.     Franchise and Marketer Agreements..................  2
           2.3.     Rights Reserved to Licensor........................  2

  3.       FEES PAID TO LICENSOR.......................................  2
           3.1.     License Fee........................................  2
           3.2.     No Refundability...................................  3
           3.3.     Initial Franchise Fees and Marketer Fees...........  3
           3.4.     Royalties..........................................  3
           3.5.     Levies and Taxes...................................  3
           3.6.     Manner of Payment..................................  4

  4.       LICENSOR'S OBLIGATIONS......................................  4
           4.1.     Licensor's Duties..................................  4

  5.       MASTER LICENSEE'S COVENANTS.................................  5
           5.1.     Development of Licensed Territory..................  5
           5.2.     Development Schedule...............................  5
           5.3.     Master License Office..............................  5
           5.4.     Initial Training Program...........................  6
           5.5.     Compliance with Policy and Procedures Manual.......  6
           5.6.     Protection and Promotion of Marks and System.......  6
           5.7.     Compliance with Laws...............................  6
           5.8.     Payment of Taxes and Other Obligations.............  6
           5.9.     Control of Franchisees and Marketers...............  7
           5.10.    Attendance at Licensor Conferences.................  7
           5.11.    Written Materials..................................  7

  6.       TRADE AND INDUSTRIAL SECRETS................................  7
           6.1.     Trade and Industrial Secrets.......................  7
           6.2.     Use and Limitation on Use..........................  8
           6.3.     Licensor's Rights to New Ideas.....................  8
           6.4.     Updated Information................................  8


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  7.       REPRESENTATIONS OF MASTER LICENSEE..........................  8
           7.1.     Representations of Master Licensee.................  8

  8.       ADVERTISING................................................. 10
           8.1.     Standards.......................................... 10
           8.2.     Master Licensee's Advertising Account.............. 10

  9.       SYSTEM STANDARDS............................................ 10
           9.1.     System Standards................................... 10
           9.2.     Incorporation of System Standards.................. 10
           9.3.     Restriction on Services and Products............... 10

  10.      MARKS AND PROPRIETARY RIGHTS................................ 11
           10.1.    Ownership and Goodwill of Marks.................... 11
           10.2.    Trade Secrets...................................... 11
           10.3.    No Other Mark...................................... 11
           10.4.    Cessation of Use at Termination.................... 11
           10.5.    Protection of the Marks............................ 12
           10.6.    Master Licensee's Trade Name....................... 12
           10.7.    Change of Marks.................................... 12
           10.8.    Registration in Licensed Territory................. 12

  11.      REPORTS AND RECORDS......................................... 13
           11.1.    Periodic Reports................................... 13
           11.2.    Annual Reports..................................... 13
           11.3.    Maintenance of Records............................. 13
           11.4.    Inspection and Audit............................... 13

  12.      ASSIGNMENT OF RIGHTS........................................ 13
           12.1.    Assignment by Master Licensee...................... 13
           12.2.    Licensor's Approval of Transfer.................... 15
           12.3.    Right of First Refusal............................. 15
           12.4.    Types of Assignment................................ 15
           12.5.    Assignment by Licensor............................. 16
           12.6.    Master Licensee's Death or Incapacity.............. 16

  13.      TERM AND EXPIRATION......................................... 16
           13.1.    Term............................................... 16
           13.2.    Rights Upon Expiration............................. 16
           13.3.    Exercise of Option for Successor Franchise......... 17
           13.4.    Conditions of Refusal.............................. 17

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  14.      DEFAULT AND TERMINATION..................................... 17
           14.1.    Termination by Licensor - Prior Notice and Cure.... 17
           14.2.    Post-Termination Obligations of Master Licensee.... 17
           14.3.    Licensor's Assumption of Agreements................ 18

  15.      RELATIONSHIP OF THE PARTIES/INDEMNIFICATION................. 19
           15.1.    Independent Businesspersons........................ 19
           15.2.    Indemnification.................................... 19

  16.      RESTRICTIVE COVENANTS....................................... 20
           16.1.    Non-Competition During Term........................ 20
           16.2.    Post-Termination Covenant Not to Compete........... 20
           16.3.    No Interference.................................... 20
           16.4.    Nondisclosure and Noncompetition Agreement......... 20

  17.      INSURANCE................................................... 21
           17.1.    Insurance Coverage................................. 21
           17.2.    Proof of Insurance................................. 21

  18.      ENFORCEMENT................................................. 21
           18.1.    Arbitration........................................ 21

  19.      MISCELLANEOUS PROVISIONS.................................... 21
           19.1.    Modification....................................... 21
           19.2.    Delegation......................................... 22
           19.3.    Entire Agreement................................... 22
           19.4.    No Right to Set-Off................................ 22
           19.5.    Fees and Costs..................................... 22
           19.6.    Severability....................................... 22
           19.7.    Notices............................................ 22
           19.8.    Excuse of Performance.............................. 23
           19.9.    Approval Within Licensed Territory................. 23
           19.10.   Applicable Law..................................... 23
           19.11.   Translation of Agreement........................... 23


                                    EXHIBITS

A                 Addendum to Master License Agreement
B                 Nondisclosure and Noncompetition Agreement
C                 Mark Registrations in the Licensed Territory


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                        PAK MAIL CENTERS OF AMERICA, INC.
                        ---------------------------------
                            MASTER LICENSE AGREEMENT
                            ------------------------


     THIS AGREEMENT (the "Agreement") is made this_______ day of __________,
00___, by and between PAK MAIL CENTERS OF AMERICA, INC., a Colorado corporation,
with its principal place of business located at 7173 S. Havana Street, Suite
600, Englewood, Colorado 80112 (the "Licensor") and _________________ , with its
principal place of business located at _____________ (the "Master Licensee")
who, on the basis of the mutual covenants promises and agreements contained
herein, agree as follows:

1. PURPOSE
   -------

     1.1. The Licensor has developed a concept for stores offering a variety of
packaging, mailing and communication services known as "Pak Mail Centers" which
operate under distinctive business formats, systems, methods, procedures,
designs, layouts and specifications (the "System"), which the Licensor may
improve, further develop, or otherwise modify from time to time. The Licensor
owns, uses, promotes and licenses certain trade names, trademarks, service marks
and other commercial symbols, including the trade and service mark "PAK MAIL"
and associated logos, which have public acceptance and goodwill, and may
hereafter create, use and license additional trademarks, service marks and
commercial symbols (collectively referred to as the "Marks") in conjunction with
the operation of Pak Mail Centers.

     1.2. The Licensor grants franchises to use the Marks and System to: (1)
individuals and entities who develop and operate Pak Mail Centers
("Franchisees") and (2) individuals and entities who market franchises to others
to operate Pak Mail Centers within a certain geographic area ("Marketers").

     1.3. The Master Licensee desires to license others to act as Franchisees
and Marketers of Pak Mail Centers within the Countries referenced in Exhibit A
attached to this Agreement ("Licensed Territory"), under the terms and
conditions which are contained in this Agreement.

2. GRANT OF LICENSE; ASSIGNMENT
   ----------------------------

     2.1. Grant. The Licensor grants to the Master Licensee, and the Master
Licensee accepts from the Licensor, the right to use the Marks and the System in
connection with the licensing of Franchisees and Marketers of Pak Mail Centers
within the Licensed Territory. The rights that are hereby granted to the Master
Licensee are for the specific Licensed Territory and cannot be transferred from
or used outside of such Licensed Territory, nor can the boundaries thereof be
altered or modified, without the prior written approval of the Licensor. The
Master Licensee acknowledges that its continued exclusivity with respect to the
licensing of Pak Mail Centers in the Licensed Territory is dependent upon the
Master's continued compliance with all terms and conditions of this Agreement.
The license granted pursuant to this Agreement shall sometimes be referred to as
the "Master License".

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     2.2. Franchise and Marketer Agreements. For each Pak Mail Center and each
Area Marketer franchise developed in the Licensed Territory, a separate
franchise agreement ("Franchise Agreement") or area marketer agreement
("Marketer Agreement") will be executed between the Master Licensee and each
Franchisee or Marketer, as applicable. The separate Franchise Agreements and
Marketer Agreements to be executed hereunder shall include provisions which
shall obligate each Franchisee or Marketer, as applicable, to protect and defend
Licensor's rights in and to the Marks and the System and to protect and enhance
the quality of and goodwill associated with the Marks and the System by
including provisions reflecting the comparable obligations as those of the
Master Licensee hereunder, as are set forth in: Section 2.3 (reservation of
rights by the Licensor); Section 5.3 (Policy and Procedures Manual), Sections
5.4 and 5.5 (quality control compliance), Article 6 in its entirety (Trade and
Industrial Secrets), Article 9 in its entirety (System Standards), and Article
10 in its entirety (Marks and Proprietary Rights). In addition, each Franchise
Agreement and Marketer Agreement shall contain a provision to enable the
Licensor to exercise its rights to acquire the rights of the Master Licensee
under each Franchise Agreement and Marketer Agreement as set forth in Section
14.3 of this Agreement. The Master Licensee shall be responsible for revising
the provisions of Franchise Agreements and Marketer Agreements for Franchisees
and Marketers, as applicable, if necessary to comply and be consistent with the
laws and regulations applicable in the Licensed Territory.

     2.3. Rights Reserved to Licensor. Notwithstanding anything herein to the
contrary, the Licensor and its affiliates reserve the right to: (i) use and/or
license others to use the Marks and the System for the operation of Pak Mail
Centers at any location outside of the Licensed Territory; (ii) use the Marks
and the System in alternative channels of distribution other than Pak Mail
Centers at any location; and (iii) use, and/or license others to use proprietary
marks which are not confusingly similar to the Marks, in connection with the
operation of packaging, mailing and shipping businesses or services, at any
location, and on any terms as the Licensor deems advisable without granting the
Master Licensee any rights therein. Any right not expressly granted is to be
deemed expressly reserved.

3. FEES PAID TO LICENSOR
   ---------------------

     3.1. License Fee. The Master Licensee acknowledges and agrees that in
developing the System, the Licensor has made and continues to make substantial
investments of time, capital, and technical and commercial research. In
consideration of the license of the System, Marks, confidential information and
trade secrets to be provided by the Licensor, the Master Licensee agrees to pay
to the Licensor the initial fees ("License Fee") described in Exhibit A,
attached to this Agreement.

     3.2. No Refundability. The Master Licensee acknowledges and agrees that the
License Fee represents payment for the initial grant of the rights to use the
Marks and System, for the Licensor's foregone opportunity to use or license
those rights and benefits granted to the Master Licensee hereunder, that the
Licensor has earned the License Fee upon receipt thereof and that the License
Fee is under no circumstances refundable to the Master Licensee after it is paid

                                       2

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to the Licensor, regardless of whether the Master Licensee ever receives payment
of the full amount of any initial franchise fee from a Franchisee or Marketer or
whether the franchise agreement between a Franchisee and the Master Licensee is
terminated for any reason.

     3.3. Initial Franchise Fees and Marketer Fees. After Master Licensee has
paid the License Fee in accordance with Section 3.1, the Master Licensee shall
pay Licensor U.S.$2,000.00 for every new center developed during the term of
this Agreement.

     3.4. Royalties. The Master Licensee shall pay the Licensor a continuing
monthly royalty ("Royalty"), payable by the tenth day of the month, for every
operating Pak Mail Center located in the Licensed Territory during the term of
this Agreement. For the first two years of a Pak Mail Center's operation,
starting with the date of its opening for business, the Master Licensee shall
pay U.S.$100.00 per month in Royalties; for the third through fifth years of the
Center's operation, the Master Licensee shall pay U.S.$150.00 per month in
Royalties, and; for each year thereafter the Center is in operation, including
operation during any renewal terms of the individual Franchise Agreement, the
Master Licensee shall pay U.S.$200.00 per month in Royalties.

     3.5. Levies and Taxes. All levies or taxes imposed on imported services,
foreign currency purchase levies, and other levies imposed by quasi-governmental
authorities in Licensed Territory shall be borne exclusively by Master Licensee,
and payments of any fees, or other consideration which is paid by the Master
Licensee to the Licensor hereunder shall not, in any way, be reduced or affected
by any such levies or taxes.

     3.6. Manner of Payment. The fee payments made under this Agreement shall be
"net" of any withholding taxes or tariffs imposed by governmental or
quasigovernmental authorities in the Licensed Territory or the United States.
All payments made to the Licensor hereunder, unless otherwise noted, shall be
paid in United States Dollars. The Licensor may designate and change payment
instructions at any time upon prior written notice to the Master Licensee. The
Master Licensee shall be solely responsible for the payment of any costs and
charges incurred in connection with the transfer and exchange of currency over
and above any fees paid hereunder.

4. LICENSOR'S OBLIGATIONS
   ----------------------

     4.1. Licensor's Duties. The duties to be performed by the Licensor in
connection with the Master License Program will include the following:

          a. The Licensor will use reasonable and diligent efforts to register
     the service mark "PAK MAIL" in the Licensed Territory.

          b. The Licensor will provide newsletters, ad slicks and other
     advertising materials, as they may be available from time to time;
     provided, however, that they shall be in the English language and the
     Master Licensee will be required to have them accurately translated for use
     in the Licensed Territory at the Master Licensee's own expense.

                                       3

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          c. The Licensor will make available, in the English language, one or
     more manuals, technical bulletins, or other written materials, covering the
     proper operating and marketing techniques of the Pak Mail Center and
     standards and specifications for implementing the System, and manuals or
     other written materials covering the Master License operations, which may
     include advertising, marketing, franchise sales, franchisee selection,
     franchisee support, budgeting and forecasting, systems and controls,
     management of the advertising fund, development schedule issues, public
     relations, and related business systems and methods. The manuals and other
     written information described herein shall collectively be referred to as
     the "Policy and Procedures Manual." The Master Licensee understands that
     the Licensor shall accept no responsibility for insuring that the Policy
     and Procedures Manual, and any information contained therein apply or are
     consistent with the laws, regulations and customs prevailing within the
     Licensed Territory. The Licensor reserves the right to revise the Policy
     and Procedures Manual from time to time as it deems necessary to update
     operating and marketing techniques or standards and specifications.

          d. Licensor will provide the Master Licensee with two weeks of
     training at Licensor's National Support Center in Aurora CO.

          e. Licensor will plan three support mission(s) to territory in the
     first year of this agreement. These missions will address such issues as
     site selection, center build-out, carrier and vendor negotiations, and
     sales efforts. Every additional year, Licensor will visit said territory as
     long as the Master Licensee is in accordance with this agreement.

5. MASTER LICENSEE'S COVENANTS.
   ----------------------------

     5.1. Development of Licensed Territory The Master Licensee shall offer and
sell licenses in a manner consistent with the Licensor's standards and
specifications as may be established by the Licensor from time to time and in
compliance with any applicable laws and regulations directly or indirectly
affecting or relating to the offer and sale of licenses or franchises. The
Master Licensee shall uphold the Licensor's qualification standards in
soliciting, screening, offering and selling licenses or franchises to
Franchisees and Marketers. Each party shall be solely and fully responsible for
insuring compliance with all applicable laws and regulations by their own
employees, agents and/or other representatives under their control.

     5.2. Development Schedule. The Master Licensee agrees that during the term
of this Agreement, the Master Licensee will meet and maintain the sales and
opening goals ("Sales and Opening Goals") set forth in Exhibit A to this
Agreement. The Licensor and the Master Licensee must agree to the Sales and
Opening Goals for any renewal of the Master License as set forth in Article 13
of this Agreement.

                                       4

<PAGE>


     5.3. Master License Office. The Master Licensee agrees to obtain and at all
times during the term of this Agreement maintain office facilities in the
Licensed Territory for operation of the Master License ("Master Office"). The
Licensor shall approve the Master Office location by its designation in Exhibit
A to this Agreement or by later executing a Rider to Exhibit A if the Master
Office location is not chosen as of the date of execution of this Agreement. The
Master Office shall have a dedicated phone line which shall be answered in the
name of PAK MAIL and shall otherwise be equipped and furnished and have signage
in a manner consistent with the image and minimum standards of the Licensor.

     5.4. Initial Training Program. The Master Licensee agrees that its
responsibilities to Franchisees and Marketers in the Licensed Territory include
the provision of an initial Pak Mail training program for each Franchisee and
Marketer, to be conducted at the Master Office, for two individuals representing
each Pak Mail Franchisee and Marketer.

     5.5. Compliance with Policy and Procedures Manual. The Master Licensee
shall use the Marks and System only as specified in the Policy and Procedures
Manual. The Master Licensee agrees that it shall comply with the Policy and
Procedures Manual as an essential aspect of its obligations under this Agreement
and failure to substantially comply with the Policy and Procedures Manual may be
considered a breach of this Agreement. The Policy and Procedures Manual is the
sole property of the Licensor and shall be used by the Master Licensee only
during the term of this Agreement and in strict accordance with the terms and
conditions hereof, except as the same may be revised or waived to comply or be
consistent with law, regulation, or custom prevailing in the Licensed Territory.
The Master Licensee shall not duplicate the Policy and Procedures Manual or
disclose its contents to persons other than the Marketers or Franchisees in the
Licensed Territory, or employees or officers who have signed a Nondisclosure and
Noncompetition Agreement substantially similar to that attached as Exhibit B
hereto and only to the extent that the disclosure of said information is
required under this Agreement and the Policy and Procedures Manual for the
operation of the Master License business. The Master Licensee shall return the
Policy and Procedures Manual to the Licensor upon the expiration, termination or
assignment of this Agreement.

     5.6. Protection and Promotion of Marks and System. The Master Licensee
shall operate the Master License business in accordance with the System
standards set by the Licensor and in such a manner as not to detract from or
adversely reflect upon the name and reputation of the Licensor and the goodwill
associated with the PAK MAIL name and Marks. The Master Licensee shall make
every effort to protect, maintain and promote the Marks and the System, and to
prevent imitations and infringements upon the Marks and System, within the
Licensed Territory.

     5.7. Compliance with Laws. The Master Licensee shall conduct itself and
operate its Master License business in compliance with all applicable laws and
ordinances in the Licensed Territory. In connection therewith, the Master
Licensee shall be solely and fully responsible for obtaining and maintaining any
and all government permits, registrations, licenses or similar approvals to
carry on the Master License business.

                                       5

<PAGE>


     5.8. Payment of Taxes and Other Obligations. The Master Licensee shall
promptly pay when due all taxes and other obligations incurred with third
parties in the operation of the Master License business, including, without
limitation, value-added, import/export, national insurance contributions,
turnover taxes, sales and withholding taxes, and any and all accounts or other
indebtedness of every kind incurred by the Master Licensee in the conduct of the
Master License. In the event of a bona fide dispute as to the liability for
taxes assessed or other indebtedness, the Master Licensee shall follow the
procedures of the appropriate governmental authority in the Licensed Territory.
The Master Licensee shall comply with all agreements with third parties related
to the business including, in particular, all provisions of any Franchise
Agreements with Franchisees and any Marketer Agreements with Marketers.

     5.9. Control of Franchisees and Marketers. The Master Licensee shall assure
that the standards and specifications as set forth in any and all Franchise
Agreements, Marketer Agreements and the Policy and Procedures Manual and any and
all other standards and specifications which are part of the System established
by the Licensor are, in turn, established and maintained by the Master Licensee
and the Marketers and Franchisees with respect to all Pak Mail Centers in the
Licensed Territory.

     5.10. Attendance at Licensor Conferences. The Master Licensee shall attend
on-going conferences, conventions and seminars offered by the Licensor to PAK
MAIL Franchisees which are offered on a national basis in the United States, and
those offered on an international basis.

     5.11. Written Materials. The Master Licensee agrees to develop and use in
connection with its Master License business only such written materials,
training manuals and supplies which comply with the Licensor's standards and
specifications. Unless provided to the Master Licensee in the language in
dominant use in the Licensed Territory, the Master Licensee shall pay all costs
of translation for such written materials and training manuals as may be
necessary for use in the Licensed Territory.

6. TRADE AND INDUSTRIAL SECRETS
   ----------------------------

     6.1. Trade and Industrial Secrets. The Master Licensee warrants and
represents that the Licensor possesses certain trade and industrial secrets (the
"Trade and Industrial Secrets") relating to the operation of Pak Mail Centers,
which include: (1) site selection criteria; (2) methods, processes, formats,
specifications, systems, procedures, sales and marketing techniques and
knowledge of and experience in the development and operation of Pak Mail Centers
including any and all contents of the Policy and Procedures Manual; (3)
marketing programs; (4) research and development relating to new businesses and
services; (5) knowledge of specifications for and suppliers of certain products,
services, materials, supplies, equipment and fixtures; (6) the proprietary

                                       6

<PAGE>


computer software program and designated equipment; and (7) knowledge of
operating results and financial performance of Pak Mail Centers. The Licensor's
Trade and Industrial Secrets shall be disclosed by the Licensor to the Master
Licensee through documents, electronic or magnetic means, optical disks,
microfilm, film or other similar instruments. In view of the foregoing, any
unauthorized disclosure by the Master Licensee of the Trade and Industrial
Secrets provided by the Licensor pursuant to this Agreement, shall be construed
as disclosure of the Trade and Industrial Secrets of the Licensor and shall,
therefore, entitle the Licensor to exercise all of the legal actions derived
from any applicable law and/or regulations the Licensor may deem convenient.

     6.2. Use and Limitation on Use. The Master Licensee acknowledges and agrees
it will not acquire any interest in Trade and Industrial Secrets, other than the
right to utilize disclosed Trade and Industrial Secrets in operating the Master
License business during the term hereof and that use or duplication of any Trade
and Industrial Secrets in any other business would constitute an unfair method
of competition. The Master Licensee further acknowledges and agrees that the
Trade and Industrial Secrets are proprietary, include trade secrets of the
Licensor and are disclosed to the Master Licensee solely on the condition that
the Master Licensee agrees, and the Master Licensee does hereby agree, that the
Master Licensee: (1) will not use Trade and Industrial Secrets in any other
business or capacity; (2) will maintain the absolute confidentiality of Trade
and Industrial Secrets during and after the term of this Agreement; (3) will not
make unauthorized copies of any portion of Trade and Industrial Secrets
disclosed in written or other tangible forms; and (4) will adopt and implement
all reasonable procedures that Licensor prescribes to prevent unauthorized use
or disclosure of Trade and Industrial Secrets.

     6.3. Licensor's Rights to New Ideas. The Master Licensee acknowledges that
the Licensor owns all aspects of the System, whether now or hereafter developed
either by the Licensor or the Master Licensee, and all know-how, formulas,
concepts, methods of doing business, software and other technology related to
the System. All changes and improvements related to the System shall inure to
the benefit of and be owned by the Licensor. The Master Licensee shall fully and
promptly disclose to the Licensor, all ideas, concepts, methods and procedures
relating to the development and/or operations of a packaging and mailing
business conceived or developed by the Master Licensee and/or its employees and
subfranchisees during the term of this Agreement.

     6.4. Updated Information. The Master Licensee, within 30 days of receiving
any updated information regarding the Policy and Procedures Manual, shall in
turn update its copy of the Policy and Procedures Manual as instructed by the
Licensor and shall conform its operations with the updated provisions within a
reasonable time thereafter. The Master Licensee shall also be responsible for
ensuring that each of the Franchisees and Marketers in the Licensed Territory
shall, in turn, update their copy of the Policy and Procedures Manual as
instructed by the Licensor, and shall conform their operations with the updated
provisions within a reasonable period of time thereafter. The Master Licensee
acknowledges that a master copy of the Policy and Procedures Manual maintained
by the Licensor at its principal office shall be controlling in the event of a
dispute relative to the content of any Policy and Procedures Manual.

                                       7

<PAGE>


7. REPRESENTATIONS OF MASTER LICENSEE
   ----------------------------------

     7.1. Representations of Master Licensee. The Master Licensee represents and
warrants that it has induced the Licensor to enter into this Agreement based on
the following representations and warranties made to Licensor. The following
representations and warranties shall survive termination of this Agreement.

          a. The Master Licensee understands and acknowledges that the Licensor
     has made no promise or guarantee, express or implied, that the Master
     Licensee will be able to comply with any applicable laws and regulations
     concerning the sale of franchises in the Licensed Territory throughout the
     entire term hereof, but the Master Licensee agrees to use best efforts to
     comply with the same.

          b. The Master Licensee has no in no manner relied upon any
     representations or statements of actual, average, projected or forecasted
     sales, profits or earnings made by the Licensor with respect to the Master
     License business in the Master Licensee's decision to execute this
     Agreement. The Master Licensee understands and acknowledges that the
     Licensor has no experience in developing or operating PAK MAIL Centers in
     the Licensed Territory, so that the Master Licensee has conducted its own
     independent investigation of what operating results may be achieved by
     conducting the Master License business in the Licensed Territory.

          c. The Master Licensee understands and acknowledges that the Policy
     and Procedures Manual provided by the Licensor contains information which
     may not be applicable in the Licensed Territory and the Master Licensee
     will be required to revise those sections which are in turn provided to
     Franchisees and Marketers.

          d. The Master Licensee acknowledges that it has read this Agreement
     and understands and accepts the terms contained in this Agreement as being
     reasonably necessary to maintain the Licensor's high standards of quality
     and service and the uniformity of those standards and thereby to protect
     and preserve the goodwill of the Marks and the integrity of the System. The
     Master Licensee acknowledges that it has conducted an independent
     investigation of the business venture contemplated by this Agreement and
     recognizes that, like any other business, the nature of this business may
     evolve and change over time, that the investment involves business risks
     and that the success of the venture is largely dependent upon the Master
     Licensee's business abilities and efforts. The Master Licensee further
     represents to the Licensor, as an inducement to its entry into this
     Agreement, that the Master Licensee had made no misrepresentations in
     obtaining the license granted pursuant to this Agreement.

                                       8

<PAGE>


          e. The Master Licensee represents that it is familiar with and has the
     necessary managerial and financial ability to operate, develop and maintain
     the Master License business and that it has sufficient staff and offices to
     attempt to sell, train and support prospective and future Franchisees and
     Marketers pursuant to the Licensor's minimum standards of quality and in
     accordance with the Policy and Procedures Manual.

8. ADVERTISING
   -----------

     8.1. Standards. The Master Licensee acknowledges that the advertising and
promotion of the Master License business in accordance with the Licensor's
standards and specifications regarding advertising is an essential aspect of the
System, and the Master Licensee agrees to comply with all advertising standards
and specifications.

     8.2. Master Licensee's Advertising Account. Any advertising fees collected
by the Master Licensee from Franchisees pursuant to the Franchise Agreements, or
from Marketers pursuant to the Marketer Agreements, and retained by the Master
Licensee, shall be deposited by the Master Licensee in separate bank accounts,
commercial accounts or savings accounts ("Advertising Account"). The Master
Licensee will make available to the Licensor and to the Franchisees and
Marketers in the Licensed Territory, no later than 120 days after the end of
each calendar year, an annual financial statement for the Advertising Account
which indicates how deposits to the Advertising Account have been spent. The
Advertising Account will be administered by the Master Licensee, in its sole
discretion, and shall be used by the Master Licensee on behalf of Franchisees
and Marketers in the Licensed Territory for production and placement of media
advertising, direct response literature, direct mailings, brochures, collateral
material advertising, surveys of advertising effectiveness, or other advertising
or public relations expenditures relating to advertising.

9. SYSTEM STANDARDS
   ----------------

     9.1. System Standards. The Master Licensee acknowledges and agrees that the
development and operation of the Pak Mail Centers in accordance with the
specifications, standards, operating procedures and rules the Licensor
prescribes for the operation of Pak Mail Centers as periodically modified and
supplemented by Licensor in its discretion during the term (the "System
Standards") is the essence of this Agreement and essential to preserve the
goodwill of the Marks. Therefore, the Master Licensee agrees, at all times
during the term hereof, to maintain and operate, and to require Marketers and
Franchisees to maintain and operate, the Pak Mail Centers in accordance with
each and every System Standard. The Master Licensee will obtain PAK MAIL's
written approval prior to implementing any change to any System Standard.

     9.2. Incorporation of System Standards. The Master Licensee hereby agrees
that System Standards prescribed from time to time in the Policy and Procedures
Manual, or otherwise communicated to the Master Licensee in writing, shall
constitute provisions of this Agreement as if fully set forth herein. All
references to this Agreement shall include all System Standards as periodically
modified.

                                       9

<PAGE>


     9.3. Restriction on Services and Products. The Master Licensee is
prohibited from offering or selling any services or products not authorized by
the Licensor. However, if the Master Licensee proposes to offer, conduct or
utilize any services, products, materials, forms, items or supplies for use in
connection with or sale through the Master License business which are not
previously approved by the Licensor as meeting its specifications, the Master
Licensee shall first notify the Licensor in writing requesting approval. The
Licensor may, in its sole discretion for any reason whatsoever, elect to
withhold such approval; however, in order to make such determination, the
Licensor may require submission of specifications, information, or samples of
such services, products, materials, forms, items or supplies. The Licensor will
advise the Master Licensee within a reasonable time whether such services,
products or other items meet its specifications.

10. MARKS AND PROPRIETARY RIGHTS
    ----------------------------

     10.1. Ownership and Goodwill of Marks. The Master Licensee hereby
acknowledges that the Licensor is the sole owner of the Marks and any goodwill
established thereby and the Licensor has the sole right to license and control
the Master Licensee's use of the PAK MAIL service mark and other of the Marks,
and that the use of the Marks shall remain under the sole and exclusive control
of the Licensor. The Master Licensee acknowledges that it has not acquired any
right, title or interest in the Marks except for the right to use the Marks in
the operation of the Master License Franchise in the Licensed Territory pursuant
to this Agreement.

     10.2. Trade Secrets. The Master Licensee hereby acknowledges that the
Licensor owns and controls the distinctive plan for the establishment, operation
and promotion of Pak Mail Centers and all related licensed methods of doing
business, previously defined as the "System", which may include, but are not
limited to, distinctive layout, design and decoration for the Pak Mail Center
structure, other commercial symbols, written promotional materials, advertising,
and accounting systems, all of which constitute trade secrets of the Licensor,
and the Master Licensee acknowledges that the Licensor has valuable rights in
and to such trade secrets. The Master Licensee further acknowledges that it has
not acquired any right, title or interest in the System except for the right to
use the System in the operation of the Master License business as it relates to
this Agreement or as may be granted by separate agreement with the Licensor. If,
in the course of operating its Master License Franchise, the Master Licensee
develops or improves any aspect of the System, any and all plans, methods, ideas
and systems related to such development or improvement shall inure to the
benefit of the Licensor and shall be owned by the Licensor as a part of the
System.

     10.3. No Other Mark. The Master Licensee further agrees that no Mark other
than "PAK MAIL" or such other Marks as may be specified by the Licensor, shall
be used in the operation of the Master License business.

                                       10

<PAGE>


     10.4. Cessation of Use at Termination. In the event this Agreement is
terminated for any reason, the Master Licensee shall immediately cease using any
of the PAK MAIL System, Marks, trade names, trade dress, trade secrets,
copyrights or any other symbols used to identify the Master License business,
and all rights the Master Licensee had to the same shall automatically
terminate. The Master Licensee agrees to execute any documents of assignment as
may be necessary to transfer any rights the Master Licensee may possess in and
to the Marks to the Licensor. Nothing herein shall affect the Master Licensee's
rights as a franchisee under any existing franchise agreement.

     10.5. Protection of the Marks. The Licensor shall have the affirmative
obligation to protect and defend its use of the Marks and the Licensor's
proprietary interests therein, which affirmative obligations shall include,
without limitation, ascertaining on a periodic basis whether there is any
infringing or illegal use of the Marks by any unauthorized parties within the
Licensed Territory. The Master Licensee shall notify the Licensor in writing of
any possible infringement or illegal use by others of the Marks, or trademarks
the same as or substantially similar to the Marks which may come to its
attention. The Master Licensee acknowledges that the Licensor shall have the
right to determine whether action will be taken on account of any possible
infringement or illegal use. If such action is deemed to be necessary, the
Licensor will notify the Master Licensee who will be responsible for the
commencement or prosecution of such action if the Licensor determines it to be
reasonably necessary for the continued protection and quality control of the
Marks and System. The Licensor shall bear the cost of any such action, including
reasonable lawyer's fees. The Master Licensee agrees to cooperate with the
Licensor in any such litigation. The Master Licensee agrees not to institute any
action on account of any possible infringement or illegal use without first
obtaining the Licensor's prior written consent.

     10.6. Master Licensee's Trade Name. The Master Licensee acknowledges that
the Licensor has a prior and superior claim to the Marks and PAK MAIL trade
name. The Master Licensee shall not license or use any of the PAK MAIL Marks or
trade names in the legal name of its company, partnership or any other business
entity used in conducting the business provided for in this Agreement. The
Master Licensee also agrees not to register or attempt to register any trade
name using the word "PAK MAIL" in the Master Licensee's name or in any other
person or business entity name without the prior written consent of the
Licensor. When this Agreement is terminated, the Master Licensee shall execute
any assignment or other document the Licensor requires to transfer to the
Licensor any rights the Master Licensee may possess in a trade name utilizing
the mark PAK MAIL or any other Mark owned by the Licensor.

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

                                       11

<PAGE>


     10.8. Registration in Licensed Territory. The Licensor has either applied
for or received trademark registration in the countries comprising the Licensed
Territory for the service mark "PAK MAIL" as described in Exhibit C. attached
hereto and by this reference incorporated herein. If the trademark registration
has not been obtained as of the date of this Agreement, the Master Licensee
acknowledges and understands that the Licensor shall use best efforts to obtain
such registration, but there is no assurance that the Licensor will succeed in
obtaining such registration.

11. REPORTS AND RECORDS
    -------------------

     11.1. Periodic Reports. The Master Licensee shall supply to the Licensor
such reports in a manner and form as the Licensor may, from time to time,
reasonably require, including, but not limited to, monthly sales reports,
submitted to the Licensor no later than the tenth day of each month for all
sales information from the previous month, which sales reports will include
information on sales of franchises and revenues of each of the PAK MAIL Centers
in the Licensed Territory, identified by Franchisee and by location.

     11.2. Annual Reports. The Master Licensee shall, within 90 days after the
end of its fiscal year, provide to the Licensor, in English, annual audited
financial statements, tax returns relating to the Master License business, and a
certification from an independent certified public accountant that all sums due
and owing hereunder have been paid. If the certification shows an underpayment
of any amounts owed to the Licensor, these amounts shall be paid to the Licensor
concurrently with the submission of the statements. In addition, the Master
Licensee shall, within 45 days from the end of each calendar quarter, provide
the Licensor with copies of quarterly value added tax returns or other
assessments. In addition, the Master Licensee shall, by January 1st of each
calendar year, submit to the Licensor its business and marketing plan for the
Licensed Territory for the upcoming year, together with a copy of its current
Policy and Procedures Manual used in the Licensed Territory within the preceding
year, together with every Franchise Agreement and Marketer Agreement executed
within the preceding year.

     11.3. Maintenance of Records. The Master Licensee shall maintain all books
and records for the Master License business in accordance with generally
accepted accounting principles, consistently applied, and preserve these records
for at least six years after the fiscal year to which they relate.

     11.4. Inspection and Audit. The Master Licensee shall permit the Licensor
to inspect and audit the books and records of the Master License business at any
reasonable time, at the Licensor's expense.

                                       12

<PAGE>


12. ASSIGNMENT OF RIGHTS
    --------------------

     12.1. Assignment by Master Licensee. The Master License business granted
herein is personal to the Master Licensee and except as stated below, the
Licensor shall not allow or permit any transfer, assignment, sublicense or
conveyance of this Agreement or any interest hereunder. The Master Licensee
shall not sell, transfer or assign its rights under this Agreement or any
interest in it, or any part or portion of the entity that owns it, or a
substantial portion of the assets used in carrying out this Agreement
(including, without limitation, its right, title and interest to any Franchise
Agreement to which it is a party), unless the Master Licensee obtains the
Licensor's prior written consent and the Master Licensee and/or the proposed
transferee comply with the following requirements:

          a. Payment of all amounts due and owing pursuant to this Agreement by
     the Master Licensee to the Licensor or to third parties whose debts or
     obligations the Licensor has guaranteed on behalf of the Master Licensee,
     if any;

          b. Agreement by the proposed transferee to satisfactorily complete the
     initial training program conducted by the Licensor, which training may be
     completed by the transferee either prior to or immediately after assignment
     of this Agreement;

          c. An express written assumption by the proposed transferee of the
     Master Licensee's obligations pursuant to this Agreement and all Franchise
     Agreements executed with Franchisees and Marketer Agreements executed with
     Marketers in the Licensed Territory;

          d. Provision by the Master Licensee of 30 days' written notice prior
     to the proposed effective date of the transfer, such notice to contain the
     material terms and conditions of the transfer, including without
     limitation, the price and terms of payment;

          e. Execution by the Master Licensee of a general release of all claims
     against the Licensor and an acknowledgement of the termination of all of
     its rights in connection with this Agreement;
          f. Payment by the Master Licensee or the proposed transferee of a
     transfer fee in an amount 10% of the total purchase price to be paid by the
     transferee, whether to be paid in lump sum or financed; this amount,
     however, shall not exceed U.S.$25,000.00;

          g. The proposed transferee shall have provided information to the
     Licensor sufficient for the Licensor to assess the proposed transferee's
     business experience, aptitude, creditworthiness and financial resources to
     operate the Master License business and the Licensor shall have ascertained
     that the proposed transferee meets such qualifications; and

                                       13

<PAGE>


          h. The proposed transferee shall have visited the corporate
     headquarters of the Licensor and shall have been evaluated and approved by
     the Licensor.

     12.2. Licensor's Approval of Transfer. The Licensor has 30 days from the
date of notice from the Master Licensee to approve or disapprove of the Master
Licensee's proposed assignment. The Master Licensee acknowledges that the
Licensor may withhold approval of a proposed assignment or proposed transferee
for any justifiable business reason, including without limitation, the
transferee's financial capability or its suitability to act as the Licensor's
special agent in the Licensed Territory, irrespective of how such financial
capability or suitability compares to that of the Master Licensee. If the Master
Licensee and its proposed transferee comply with all conditions for assignment
set forth herein and the Licensor has not given the Master Licensee notice of
its approval or disapproval within such period, approval is deemed granted.

     12.3. Right of First Refusal. In the event the Master Licensee wishes to
sell, transfer or assign its rights under this Agreement or any interest in it,
or any substantial portion of the assets used in carrying out this Agreement to
a third party, the Master Licensee agrees to grant to the Licensor a 30 day
right of first refusal to purchase such rights or assets on the same terms and
conditions as are contained in the written offer to purchase submitted to the
Master Licensee by the proposed purchaser. The Master Licensee shall immediately
notify the Licensor of such offer by sending a written notice via courier,
telegram or telefax to the Licensor enclosing a copy of the written offer from
the proposed purchaser and receipt of such notice must be confirmed in writing
upon receipt by Licensor. Such right of first refusal is effective for each
proposed assignment. Absence of a reply to the Master Licensee's notice of a
proposed assignment within the 30 day period is deemed a waiver of such right of
first refusal. The right of first refusal period will run concurrently with the
period in which the Licensor has to approve or disapprove the proposed
transferee. If the Licensor chooses not to exercise its right of first refusal,
the Master Licensee shall be free to complete the sale, transfer or assignment,
subject to compliance with all other pre-conditions for assignment set forth
herein.

     12.4. Types of Assignment. The Master Licensee acknowledges that the
Licensor's right to approve or disapprove of a proposed sale or transfer
provided for herein shall apply (1) if the Master Licensee is a partnership or
other business association, to the addition or deletion of a partner or members
of the association or the transfer of any partnership or membership among
existing partners or members; (2) if the Master Licensee is a company, to any
proposed transfer or assignment of 25% or more of the stock or other ownership
interest in the Master Licensee, whether such transfer occurs in a single
transaction or several transactions; and (3) if the Master Licensee is an
individual, to the transfer from such individual or individuals to a company
controlled by them, in which case the Licensor's approval will be conditioned
upon the continuing personal guarantee of the individual (or individuals) for
the performance of obligations under this Agreement, and other reasonable
conditions.

                                       14

<PAGE>


     With respect to a proposed transfer as described in subsection (3) of this
paragraph, the Licensor's right of first refusal to purchase, as set forth
above, shall not apply and the Licensor will waive any transfer fee chargeable
to the Master Licensee for a transfer under these circumstances.

     12.5. Assignment by Licensor. This Agreement is fully assignable by the
Licensor and shall inure to the benefit of any assignee or other legal successor
in interest. The Licensor shall also have the right to delegate the performance
of any portion or all of its obligations hereunder to third parties, whether the
same are agents of the Licensor or independent contractors with whom the
Licensor has contracted to provide such services. The Master Licensee agrees in
advance to any such delegation by the Licensor of any part or portion of its
obligations and duties hereunder.

     12.6. Master Licensee's Death or Incapacity. Upon the death or permanent
disability of the Master Licensee (or the individual controlling the Master
Licensee entity), the executor, administrator, conservator, guardian or other
personal representative of such person shall transfer the Master Licensee's
interest in this Agreement or such interest in the Master Licensee entity to an
approved third party. Such disposition of this Agreement or such interest
(including, without limitation, transfer by bequest or inheritance) shall be
completed within a reasonable time, not to exceed 120 days from the date of
death or permanent disability, and shall be subject to all terms and conditions
applicable to transfers contained in this Article 12, including the granting of
a right of first refusal to the Licensor. Provided, however, that for the
purposes of this Article 12, there shall be no fee charged by the Licensor for
the initial training program offered to the transferee. Failure to transfer the
interest in this Agreement or such interest in the Master Licensee entity within
said period of time shall constitute a breach of this Agreement. For the
purposes hereof, the term "permanent disability" shall mean a mental or physical
disability, impairment or condition that is reasonably expected to prevent or
actually does prevent the Master Licensee or the owner of a controlling interest
in the Master Licensee entity from supervising the management and operation of
the Master License business for a period of 120 days from the onset of such
disability, impairment or condition.

13. TERM AND EXPIRATION
    -------------------

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

     13.2. Rights Upon Expiration. At the end of the initial term hereof the
Master Licensee may renew the franchise rights granted hereunder for consecutive
terms of 10 years each if the Master Licensee:

          a. At least 30 days prior to expiration of the term, executes the then
     current form of Master License Agreement;

                                       15

<PAGE>


          b. Has complied with all provisions of this Agreement during the
     initial term. "Compliance" shall mean, at a minimum, that the Master
     Licensee has not received written notification from the Licensor of a
     material breach hereunder more than five times during the term hereof; and

          c. Executes a general release covering all claims the Master Licensee
     may have against the Licensor in connection with the completion of the
     initial term of this Agreement.

     13.3. Exercise of Option for Successor Franchise. The Master Licensee may
exercise its renewal option by giving notice of such exercise to the Licensor at
least 120 days prior to the scheduled expiration of this Agreement and
thereafter comply with other conditions of renewal within 90 days after such
notice.

     13.4. Conditions of Refusal. The Licensor shall not be obligated to renew
this Agreement if the Master Licensee fails to comply with any of the above
conditions of renewal. In such event, the Licensor shall give notice of
nonrenewal at least 180 days prior to the expiration of the term (unless
nonrenewal is due to a default of Section 13.2 (a) above), and such notice shall
set forth the reasons for such refusal to renew.

14. DEFAULT AND TERMINATION
    -----------------------

     14.1. Termination by Licensor - Prior Notice and Cure. The Licensor shall
have the right to terminate this Agreement, upon 30 days prior written notice,
if the Master Licensee breaches any provision of this Agreement. Under
circumstances where the breach is of the nature that it may be remedied through
the actions of the Master Licensee, the Licensor shall permit the Master
Licensee the same 30 day period to remedy any such breach or default, after
which time, if the breach or default has not been remedied, the Licensor may
terminate this Agreement immediately. Notwithstanding the foregoing, if the
breach is remediable, but is of a nature which cannot be reasonably remedied
within such 30 day period and the Master Licensee has commenced and is
continuing to make good faith efforts to remedy the breach during such 30 day
period, then the Master Licensee shall be given an additional reasonable period
of time to remedy the same and this Agreement shall not terminate. Under no
circumstances will the Licensor terminate the Agreement without good cause.

     14.2. Post-Termination Obligations of Master Licensee. The Master Licensee
is obligated upon termination or nonrenewal of this Agreement to:

          a. Pay to the Licensor all fees, and any and all amounts or accounts
     payable then owed the Licensor or its affiliates pursuant to this
     Agreement, or pursuant to any other agreement, whether written or oral,
     between the parties, within 15 days of the effective date of such
     termination;

                                       16

<PAGE>


          b. Immediately cease to identify the Master License business as being,
     or having been, associated with the Licensor, and immediately cease using
     any of the Marks, or any mark in any way associated with the System for any
     purpose, except pursuant to any other effective agreement with the
     Licensor;

          c. Deliver to the Licensor all signs, sign-faces, advertising
     materials, stationery, videotapes, forms and other materials bearing any of
     the Marks or otherwise identified with the Licensor;

          d. Immediately deliver to the Licensor the Policy and Procedures
     Manuals in its possession and all other information, documents and copies
     thereof which are proprietary to the Licensor;

          e. Promptly take such action as may be required to cancel all trade
     names or equivalent registrations relating to its use of any Marks of the
     Licensor or, at the option of the Licensor, assign the same to the
     Licensor;

          f. Abide by the provisions related to transfer of any and all of the
     Master Licensee's interest under any Franchise Agreements and Marketer
     Agreements, as set forth below and offer to the Licensor the option to take
     assignment of the Franchise Agreements then in effect with Franchisees, and
     all Marketer Agreements then in effect with Marketers in the Licensed
     Territory;

          g. Deliver to the Licensor the names, addresses, telephone numbers and
     any other information in the Master Licensee's possession, regarding all
     sales leads of prospective Franchisees and Marketers within the Licensed
     Territory; and

          h. Abide by all restrictive covenants as set forth in Article 16
     below.

     14.3. Licensor's Assumption of Agreements. If this Agreement expires
according to its terms, or is terminated or not renewed by the Licensor due to
any material breach in this Agreement by the Master Licensee, or is terminated
by the Master Licensee contrary to the terms of this Agreement, then the
Licensor shall have the option, but not the obligation, to take assignment of
any and all of the Master Licensee's interest as Master Licensee (but not as
Franchisee or Marketer) under any Franchise Agreements or Marketer Agreements
then in effect with Franchisees or Marketers in the Licensed Territory, on its
own or its designee's behalf. In the event the Licensor assumes the Master
Licensee's interest in such agreements, the Master Licensee shall have no
further entitlement to any fees accruing after the effective date of the
assignment, and the Master Licensee shall also transfer all funds in the
Advertising Account to the Licensor or its designee.

                                       17

<PAGE>


15. RELATIONSHIP OF THE PARTIES/INDEMNIFICATION
    -------------------------------------------

     15.1. Independent Businesspersons. During the term of this Agreement, the
Master Licensee shall be an independent businessperson and shall in no way be
considered as a general agent, partner or employee of the Licensor. It is
understood and agreed that no general agency or partnership is created by this
Agreement. As such, the Master Licensee has no authority of any nature
whatsoever to bind the Licensor or incur any liability for or on behalf of the
Licensor or to represent itself as anything other than an independent
contractor.

         15.2.  Indemnification.  The Master  Licensee shall  indemnify and hold
harmless  the  Licensor  and its  officers,  directors,  employees,  agents  and
representatives from all fines, suits,  proceedings,  claims, demands or actions
("Claims") of any kind or nature,  including  reasonable lawyers' fees, from any
third party whomsoever,  arising or growing out of, or otherwise  connected with
the Master Licensee's operation of the Master License business, or the Franchise
Agreements  or Marketer  Agreements  as may now or  hereafter  be executed  with
Franchisees or Marketers in the Licensed  Territory,  except and unless any such
Claim  arises out of the  authorized  use of, or defense or  protection  of, the
Marks in the Licensed Territory.


                                       18
<PAGE>


          a. If the Licensor seeks indemnification hereunder with respect to the
     assertion of a Claim, it shall give notice to the Master Licensee within 30
     days of the Licensor's becoming aware of any such Claim. The notice shall
     set forth such information with respect to the Claim as is then reasonably
     available to the Licensor. The Master Licensee will thereafter be entitled,
     at any time during the defense of the Claim, if it so elects, by written
     notice delivered to the Licensor within 30 days after receiving the
     Licensor's notice, to assume the defense of the Claim with counsel
     satisfactory to the Licensor. Notwithstanding the foregoing, (i) the
     Licensor shall have the right to employ its own counsel in any such case
     (but the fees and expenses of such counsel shall be at the expense of the
     Licensor as long as the Master Licensee continues to defend such matter),
     to defend such Claim, or to compromise or settle such Claim insofar as such
     compromise or settlement does not involve monetary damage or payment of
     money; (ii) the Licensor shall not have any obligation to give any notice
     of a Claim by a third party unless such Claim is in writing; and (iii) the
     rights of the Licensor to be indemnified herein shall not be deemed
     forfeited by its failure to give notice unless the Master Licensee is
     prejudiced by such failure.

     After receipt of the aforesaid notice of a Claim, if the Master Licensee
fails to assume the defense of the Licensor against such Claim, the Licensor
shall have the right to undertake the defense and to compromise or settle such
Claim on behalf of and for the account and risk of the Master Licensee, and at
the Master Licensee's expense, payable to the Licensor upon written demand.


                                       19
<PAGE>


16. RESTRICTIVE COVENANTS
    ---------------------

     16.1. Non-Competition During Term. While this Agreement is in effect, the
Master Licensee and its officers, partners, directors, agents or employees who
have completed the Licensor's initial training program or had access to the
Policy and Procedures Manual, including without limitation, the beneficial
owners of a 5% or greater interest in the Master Licensee, where the Master
Licensee is a company, shall not, directly or indirectly, engage in or
participate, as an owner, officer, partner, director, agent, franchise sales
agent, employee or otherwise in any other business which engages in, or licenses
or franchises others to engage in, a business which is the same or substantially
similar to a Pak Mail Center including, without limitation, any packaging,
mailing or shipping business without having first obtained the Licensor's
written consent.

     16.2. Post-Termination Covenant Not to Compete. The Master Licensee has
acquired from the Licensor confidential information regarding Licensor's trade
secrets and System which, in the event of a termination of this Agreement, could
be used by the Master Licensee to injure the Licensor. As a result, the Master
Licensee and its officers, partners, directors, agents or employees who have
completed the Licensor's initial training program or had access to the Policy
and Procedures Manual, including without limitation, the beneficial owners of 5%
or more of the ownership interest in a Master Licensee which is a company, shall
not for a period of two years from the date of termination, transfer, or
expiration of this Agreement, or for a period of two years after termination or
cessation of such person's relationship with the Master Licensee in such
capacity, whichever first occurs, without first having obtained the Licensor's
consent, engage in, or participate as, an owner, officer, partner, director,
franchise sales agent, agent or employee in any other business which engages in,
or licenses or franchises others to engage in, a business which is the same or
substantially similar to a Pak Mail Center including, without limitation, any
mailing, packaging or shipping business, and which is operating, as of the date
of such termination, transfer or expiration, anywhere within 50 kilometers of
any Pak Mail Center which is operating as of the date of such termination,
transfer or expiration, unless such right is granted pursuant to a separate
agreement with the Licensor.

     16.3. No Interference. The Master Licensee agrees that during the term of
this Agreement and for a period of one year thereafter, it shall in no way
solicit or attempt to solicit the employees of or the business or customers of,
or interfere with the business relationship established with employees or
customers of, the Licensor or other Pak Mail Centers.

     16.4. Nondisclosure and Noncompetition Agreement. The Master Licensee shall
require that any officer, partner, director, employee, or agent of the Master
Licensee, execute a Nondisclosure and Noncompetition Agreement (in the form
substantially similar to Exhibit B) containing the provisions as set forth
herein, and further, the Master Licensee shall notify the Licensor of the
identity of each and every above-described person and provide the Licensor with
an originally executed copy of each such Nondisclosure and Noncompetition
Agreement.

                                       20

<PAGE>


17. INSURANCE
    ---------

     17.1. Insurance Coverage. The Master Licensee shall procure, maintain and
provide evidence of insurance coverage in the amount and types which are deemed
necessary by the Licensor for the Master License business operations. All of the
required policies of insurance shall name the Licensor as an additional named
insured and shall provide for a 30 day advance written notice to the Licensor of
cancellation.

     17.2. Proof of Insurance. The Master Licensee will provide proof of
insurance to the Licensor prior to commencement of the Master License business
operations. This proof will show that the insurer has been authorized to inform
the Licensor in the event any policies lapse or are canceled. The Licensor has
the right to change the minimum amount of insurance the Master Licensee is
required to maintain by giving the Master Licensee prior reasonable notice,
giving due consideration to what is reasonable and customary in a similar
business in the Licensed Territory. Noncompliance with the insurance provisions
set forth herein shall be deemed a material breach of this Agreement. In the
event of any lapse in insurance coverage, in addition to all other remedies, the
Licensor shall have the right to demand that the Master Licensee cease
operations until coverage is reinstated, or, in the alternative, pay any
delinquencies in premium payments and charge the same back to the Master
Licensee.

18. ENFORCEMENT
    -----------

     18.1. Arbitration. If any dispute shall arise between the parties hereto
concerning the construction, interpretation or application of any of the
provisions of this Agreement whether during the continuance of this Agreement or
after the termination hereof by whatever cause, such dispute shall be determined
in accordance with rules of the American Arbitration Association referred to a
single arbitrator to be appointed by the American Arbitration Association,
provided that this Section shall have no application to terms of this Agreement
concerning restrictions against competition and nondisclosure, and the parties
hereto agree to be bound by the terms of such arbitration and to bear the costs
of such arbitration in equal shares. In the discretion of the Licensor, the
arbitration shall be conducted in the city in which the Licensor's United States
headquarters are then located.

19. MISCELLANEOUS PROVISIONS
    ------------------------

     19.1. Modification. The parties may modify this Agreement only upon
execution of a written agreement between the parties; provided, however, that
the Master Licensee acknowledges that this Agreement may be amended by the
Licensor in its sole discretion, after it has been reviewed by legal counsel in
the Licensed Territory in order to bring the Agreement into conformity with
applicable laws and regulations. The Master Licensee acknowledges that the
Licensor may modify its standards and specifications and operating and marketing
techniques set forth in the Policy and Procedures Manual unilaterally under any
conditions and to the extent to which the Licensor, in its sole discretion,
deems necessary to protect, promote, or improve the Marks and the quality of the
System, but under no circumstances will such modifications be made arbitrarily
without such determination.

                                       21

<PAGE>


     19.2. Delegation. The Master Licensee may not delegate any of its duties
under this Agreement, unless it has received the prior written consent of the
Licensor.

     19.3. Entire Agreement. This Agreement contains the entire agreement
between the parties and supersedes any and all prior agreements concerning the
subject matter hereof. The Master Licensee agrees and understands that the
Licensor shall not be liable or obligated for any oral representations or
commitments made prior to the execution hereof and that no modifications of this
Agreement shall be effective except those in writing and signed by both parties.
The Licensor does not authorize and will not be bound by any representation of
any nature other than those expressed in this Agreement. The Master Licensee
further acknowledges and agrees that no representations have been made to it by
the Licensor regarding projected sales volumes, market potential, revenues,
profits, or operational assistance other than as stated in this Agreement or in
any disclosure document provided in connection herewith. This Agreement shall
not be effective until it is signed by an officer of the Licensor.

     19.4. No Right to Set-Off. The Master Licensee shall not be allowed to set
off amounts owed to the Licensor in respect of any amounts due hereunder,
against any monies owed to the Master Licensee, which right of set off is hereby
expressly waived by the Master Licensee.

     19.5. Fees and Costs. 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 and translation costs, incurred
by the aggrieved party in any legal action, arbitration or other proceeding as a
result of such default, plus interest at the lesser of 20% annually or the
highest rate allowable by law, accruing from the date of such default.

     19.6. Severability. If any provision of this Agreement is held invalid 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.

     19.7. Notices. All notices required to be given under this Agreement shall
be given in writing, by certified air mail, or by hand, or by an overnight
delivery service providing documentation of receipt, at the addresses set forth
in the first paragraph of this Agreement or at such other addresses as the
Licensor or the Master Licensee may designate from time to time, and shall be
deemed to be received seven days from the date of mailing registered air mail,
or when received via overnight delivery, or immediately if delivered by hand, as
may be applicable.

                                       22

<PAGE>


     19.8. Excuse of Performance. Notwithstanding anything contained in this
Agreement to the contrary, the obligations of the parties hereto shall be
subject to all the laws, both present and future, of any requests of any such
government or any department, agency or corporation thereof, and to war, acts of
God, or any cause of like or different kind beyond the control of the parties,
and the parties shall be excused from performance of any obligation hereunder to
the extent such failure is caused by any law, order, regulation, direction,
request or contingency; provided, however, that such excuse of performance shall
be limited to the period during which such excuse of performance exists and
shall not affect the running of the term of this Agreement.

     19.9. Approval Within Licensed Territory. Any approval of this Agreement by
the appropriate authorities in the Licensed Territory which is required to
enable the Master Licensee to enter into this Agreement, perform under the terms
of this Agreement, do business with the Licensor, or to make payments to the
Licensor hereunder in United States dollars in the United States of America
shall be the sole responsibility of the Master Licensee, except as otherwise set
forth herein.

     19.10. Applicable Law. This Agreement shall be interpreted in accordance
with the laws of the State of Colorado.

     19.11. Translation of Agreement. The English language shall be regarded as
the authoritative and official text of this Agreement. However, the Agreement
will be translated into the language in dominant use in the Licensed Territory,
at the Master Licensee's expense, in the event that translation is necessary for
the purpose of registration of the Agreement with the applicable government
authorities. Nevertheless, in the event that discrepancies exist between the
English text and the texts in an alternative language, the English text shall be
considered the official text of the Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the day and year first above written.

                                      PAK MAIL CENTERS OF AMERICA, INC:

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

                                      MASTER LICENSEE:

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

                                       23
<PAGE>

                                                                       EXHIBIT A
                                                     TO MASTER LICENSE AGREEMENT

                                   ADDENDUM TO
                        PAK MAIL CENTERS OF AMERICA, INC.
                            MASTER LICENSE AGREEMENT


     THIS ADDENDUM to the Pak Mail Centers of America, Inc. Master License
Agreement dated __________ , 19____ ("Agreement"), is made and entered into as
of the same date by and between Pak Mail Centers of America, Inc. ("Licensor")
and ___________ ("Master Licensee"). This Addendum modifies certain terms and
conditions of the Agreement and, in the event of a conflict in terms between the
Agreement and this Addendum, the terms of this Addendum shall be controlling. To
the extent not otherwise defined in this Addendum, all initial-capitalized
references shall have the same definition as set forth in the Agreement.

     a. Licensed Territory. The Licensed Territory, referenced in Section 1.3 of
the Agreement, is described as:________________________________________________.

     b. License Fee. The Master Licensee shall pay the Licensor a License Fee,
as referenced in Section 3.1 of the Agreement, in the amount of
U.S.$______________. which it is acknowledged that U.S.$___________ is payable
upon execution of a letter of intent between the parties and U.S.$__________ is
payable upon execution of the Agreement.

     c. Development and Pay Schedule. The Development Schedule ("Development and
Pay Schedule"), as referenced in Section 5.2 of the Agreement, is set forth in
the following table:
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------
Development Period - based on number of      Center Opening Goals during           Cumulative (Total)
          months from date                      Development Period                    Centers Open
            of Agreement)
----------------------------------------- -------------------------------- --------------------------------
<S>           <C>
             #1 - Months
----------------------------------------- -------------------------------- --------------------------------
             #2 - Months
----------------------------------------- -------------------------------- --------------------------------
             #3 - Months
----------------------------------------- -------------------------------- --------------------------------
             #4 - Months
----------------------------------------- -------------------------------- --------------------------------
             #5 - Months
----------------------------------------- -------------------------------- --------------------------------
             #6 - Months                                __                               ___
----------------------------------------- -------------------------------- --------------------------------
             #7 - Months
----------------------------------------- -------------------------------- --------------------------------
                Total
----------------------------------------- -------------------------------- --------------------------------
</TABLE>


<PAGE>

For Centers developed in the Licensed Territory, the Master Licensee shall pay
to the Licensor a License Fee of U.S.$ due and payable upon a Franchisee's
execution of a Franchise Agreement for such Center.

     d. Master License Office. The Master Office, as referenced in Section 5.3
of the Agreement, shall be located at: _____________ ; telephone number:
_____________ ; facsimile number ___________ ; e-mail ___________________ .

     e. Effectiveness of Agreement. To the extent not amended herein, all other
terms and conditions of the Agreement shall remain in full force and effect.

                                      PAK MAIL CENTERS OF AMERICA, INC.

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

                                      MASTER LICENSEE:

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

                                       2
<PAGE>


                                                                       EXHIBIT B
                                                     TO MASTER LICENSE AGREEMENT


                   NONDISCLOSURE AND NONCOMPETITION AGREEMENT


     AGREEMENT, dated , 19___, by and between Pak Mail Centers of America, Inc.
("Licensor") and , a(n) [directors, officer, partner, principal, employee, agent
or stockholder of (the "Master Licensee").

     The Licensor has granted to the Master Licensee, pursuant to that certain
Master License Agreement dated , 19___, (the "Master License Agreement"), the
right to subfranchise PAK MAIL Center franchises and Area Marketer franchises in
the countries of . The undersigned, in consideration of the receipt and/or use
of the Policy and Procedures Manual and other information proprietary to the
Licensor, including but not limited to methods, strategies and techniques
developed by the Licensor relating to operations, marketing, training,
advertising, trade secrets, and other confidential data (collectively referred
to as "Proprietary Information"), agrees with the Licensor as follows:

         (1) The undersigned  acknowledges that the Policy and Procedures Manual
and other Proprietary  Information now or hereafter  provided to Master Licensee
by the  Licensor is  proprietary  to the Licensor and must be held in the utmost
and strictest confidence.

     (2) The undersigned represents and agrees that the undersigned will not,
without the prior written consent of the Licensor either:

          (i) Duplicate or otherwise reproduce the Policy and Procedures Manual
     or other Proprietary Information;

          (ii) Deliver or make available the Policy and Procedures Manual or
     other Proprietary Information to any person other than an authorized
     representative of the Licensor;

          (iii) Discuss or otherwise disclose the contents of the Policy and
     Procedures Manual or other Proprietary Information to any person other than
     an authorized representative of the Licensor; or

          (iv) Use the Policy and Procedures Manual or other Proprietary
     Information to his, her or its commercial advantage other than in
     connection with the operation of the franchise created and granted by the
     Master License Agreement.



<PAGE>


     (3) While the Master License Agreement is in effect, neither the
undersigned, nor any member of his or her immediate family, shall directly or
indirectly engage in, participate as an owner, officer, partner, director,
agent, franchise sales agent, employee, shareholder or otherwise in any other
business which engages in or licenses or franchises others to engage in, a
business which is the same or substantially similar to a Pak Mail Center,
including, but not limited to, any packaging, mailing, or shipping business
("Competitive Business") without having first obtained the Licensor's written
consent.

     (4) The undersigned has acquired from the Licensor confidential information
regarding Licensor's trade secrets and franchised methods which, in the event of
a termination of the Master License Agreement, could be used to injure the
Licensor. As a result, neither the undersigned, nor any member of his or her
immediate family, shall, for a period of two years from the date of termination,
transfer or expiration of the Master License Agreement, without having first
obtained the Licensor's written consent, engage in or participate as an owner,
officer, partner, director, franchise sales agent, agent, employee, shareholder
or otherwise in any Competitive Business which is operating, as of the date of
such termination, transfer or expiration, anywhere within 50 kilometers of any
Pak Mail Center which is operating as of the date of such termination, transfer
or expiration, unless such right is granted pursuant to a separate agreement
with the Licensor.

     (5) The undersigned agrees that during the term of the Master License
Agreement, and for a period of two years thereafter, it shall in no way divert
or attempt to divert the business of actual packaging or mailing customers, or
interfere with the business relationship established with customers of the
Master Licensee's business or of any other Pak Mail Center.

     IN WITNESS WHEREOF, this Agreement has been executed by the undersigned as
of the date set forth above.

                                    AGREED TO BY:


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


                                    PAK MAIL CENTERS OF AMERICA, INC.


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

                                       2

<PAGE>


                                                                       EXHIBIT C
                                                     TO MASTER LICENSE AGREEMENT


                  MARK REGISTRATIONS IN THE LICENSED TERRITORY