EXHIBIT 2(b)


                               FIRST AMENDMENT TO
                          AGREEMENT AND PLAN OF MERGER

     This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment"),
dated as of October 28, 2002, is made by and between Pak Mail Centers of
America, Inc., a Colorado corporation (the "Company"), and Pak Mail Acquisition
Corp., a Colorado corporation (the "Purchaser").

                                    RECITALS
                                    --------

     A.The parties hereto (the "Parties") are the Parties to that certain
Agreement and Plan of Merger, dated as of October 17, 2002 (the "Merger
Agreement") by and between the Company and the Purchaser.

     B.The Parties now wish to amend the Merger Agreement to modify the
capitalization information provided therein.

     NOW THEREFORE, in consideration of the mutual agreements contained in this
Amendment and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:

     Section 1. Definitions. Unless otherwise defined herein, capitalized terms
used herein have the respective meanings set forth in the Merger Agreement.

     Section 2. Amendments to the Merger Agreement. Section 1.7(d) is hereby
deleted in its entirety, and the following is inserted in place thereof:

          "(d) At the Effective Time, each issued and outstanding share of
     Series C preferred stock, without par value, of the Company will become one
     issued and outstanding share of Series C preferred stock, without par
     value, of the Surviving Corporation."

Section 3.5(a) of the Merger Agreement is hereby deleted in its entirety, and
the following is inserted in place thereof:

          "(a) The authorized capital stock of the Company consists of
     200,000,000 Shares and 10,000,000 shares of the Company's preferred stock,
     without par value, of which 1,500 are designated as Series A preferred
     stock, 1,000 are designated as Series B preferred stock and 2,500 are
     designated as Series C preferred stock. As of the close of business on
     October 15, 2002, (i) 3,877,737 Shares were issued and outstanding and no
     Shares were held in treasury and (ii) no shares of Series A preferred stock
     were issued, outstanding or held in treasury, (iii) no shares of Series B
     preferred stock were issued, outstanding or held in treasury and (iv)
     2,216.668 shares of Series C preferred stock (the "Preferred Shares") were
     issued and outstanding and no Preferred Shares were held in treasury. As of
     the close of business on October 15, 2002, Options to acquire an aggregate
     of 108,160 Shares were outstanding under the Option Plans. All outstanding
     shares of the capital stock of the Company have been duly authorized and
     validly issued, and are fully paid, non-assessable and free of preemptive
     rights."

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     Section 3. Effect. Except as amended hereby, the Merger Agreement shall
remain in full force and effect in all respects.

     Section 4. Representations. Each of the Parties hereto represents to the
other that (i) the execution, delivery and performance of this Amendment are
within its corporate powers, (ii) except for the adoption of this Amendment by
the affirmative vote of a majority in voting interests of the outstanding shares
of the Parties, this Amendment has been duly authorized by all necessary
corporate action, and (iii) this Amendment has been duly and validly executed
and delivered.

     Section 5. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts taken together shall constitute one and the same agreement.

     Section 6. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, WITHOUT GIVING EFFECT TO
ANY LAW OR RULE THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE
STATE OF COLORADO TO BE APPLIED.

                                       ***

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<PAGE>


     IN WITNESS WHEREOF, the Amendment has been duly executed by the Parties
hereto as of the day and year first written above.

PAK MAIL CENTERS OF AMERICA, INC.


By :  /s/  P. Evan Lasky
    ------------------------------
           P. Evan Lasky
           President and Chief Executive Officer


PAK MAIL ACQUISITION CORP.


By :  /s/  F. Edward Gustafson
    ------------------------------
           F. Edward Gustafson
           President


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