PAK MAIL CENTERS OF AMERICA, INC.


                               FRANCHISE AGREEMENT

































                                       Franchisee:
                                             Date:
                              Franchised Location:




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

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

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

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

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

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

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

7.  DEVELOPMENT ASSISTANCE  ...............................................  6
         7.1.     Franchisor's Development Assistance......................  6

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

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


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10.  FRANCHISEE'S OPERATIONAL COVENANTS....................................  9
         10.1.    Business Operations......................................  9

11.  ROYALTIES............................................................. 11
         11.1.    Monthly Royalty.......................................... 11
         11.2.    Royalty Based Revenues................................... 11
         11.3.    Royalty Payments......................................... 11
         11.4.    Application of Payments.................................. 12

12.  ADVERTISING........................................................... 12
         12.1.    Approval of Advertising.................................. 12
         12.2.    Marketing Material Beginning Inventory................... 13
         12.3.    Advertising Contribution................................. 13
         12.4.    Regional Advertising Programs............................ 15

13.  QUALITY CONTROL....................................................... 15
         13.1.    Compliance with Operations Manual........................ 15
         13.2.    Standards and Specifications............................. 15
         13.3.    Inspections.............................................. 16
         13.4.    Restrictions on Services and Products.................... 16
         13.5.    Approved Suppliers....................................... 16
         13.6.    Request to Approve Supplier.............................. 16
         13.7.    Shopping Service......................................... 17

14.  MARKS, TRADE NAMES AND PROPRIETARY INTERESTS.......................... 17
         14.1.    Marks.................................................... 17
         14.2.    No Use of Other Marks.................................... 17
         14.3.    System................................................... 17
         14.4.    Mark Infringement........................................ 18
         14.5.    Franchisee's Business Name............................... 18
         14.6.    Change of Marks.......................................... 18

15.  REPORTS, RECORDS AND FINANCIAL STATEMENTS............................. 18
         15.1.    Franchisee Reports....................................... 18
         15.2.    Verification............................................. 19
         15.3.    Books and Records........................................ 19
         15.4.    Audit of Books and Records............................... 19

16.  TRANSFER.............................................................. 20
         16.1.    Transfer by Franchisee................................... 20
         16.2.    Pre-Conditions to Franchisee's Transfer.................. 20
         16.3.    Franchisor's Approval of Transfer........................ 21
         16.4.    Right of First Refusal................................... 21
         16.5.    Specific Types of Transfers.............................. 22

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         16.6.    Assignment by the Franchisor............................. 23
         16.7.    Franchisee's Death or Disability......................... 23

17.  TERM AND EXPIRATION................................................... 23
         17.1.    Term..................................................... 23
         17.2.    Rights Upon Expiration................................... 23
         17.3.    Exercise of Option for Successor Franchise............... 24
         17.4.    Conditions of Refusal.................................... 24

18.  DEFAULT AND TERMINATION............................................... 24
         18.1.    Termination by Franchisee................................ 24
         18.2.    Termination by Franchisor - Effective Upon Notice........ 25
         18.3.    Termination by Franchisor - Thirty Days Notice........... 26
         18.4.    Right to Purchase........................................ 27
         18.5.    Obligations of Franchisee Upon Termination or Expiration. 28
         18.6.    Acknowledgement.......................................... 29
         18.7.    State and Federal Law.................................... 29

19.  BUSINESS RELATIONSHIP................................................. 30
         19.1.    Independent Businesspersons.............................. 30
         19.2.    Payment of Third Party Obligations....................... 30
         19.3.    Indemnification.......................................... 30

20.  RESTRICTIVE COVENANTS................................................. 30
         20.1.    Non-Competition During Term.............................. 30
         20.2.    Post-Termination Covenant Not to Compete................. 31
         20.3.    Confidentiality of Proprietary Information............... 32
         20.4.    Confidentiality Agreement................................ 32

21.  INSURANCE............................................................. 32
         21.1.    Insurance Coverage....................................... 32
         21.2.    Proof of Insurance Coverage.............................. 32

22.  MISCELLANEOUS PROVISIONS ............................................. 33
         22.1.    Governing Law/Consent to Venue and Jurisdiction.......... 33
         22.2.    Modification............................................. 33
         22.3.    Entire Agreement......................................... 33
         22.4.    Delegation by the Franchisor............................. 34
         22.5.    Effective Date........................................... 34
         22.6.    Review of Agreement...................................... 34
         22.7.    Attorneys' Fees.......................................... 34
         22.8.    Injunctive Relief........................................ 34
         22.9.    No Waiver................................................ 34
         22.10.   No Right to Set Off...................................... 34
         22.11.   Invalidity............................................... 34

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         22.12.   Notices.................................................. 35
         22.13.   Acknowledgement.......................................... 35



                                    EXHIBITS
                                    --------

I.                Addendum to Franchise Agreement - Location Approval

II.               Guaranty and Assumption of Franchisee's Obligations

III.              Statement of Ownership

IV.               Authorization Agreement for Prearranged Payments



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                        PAK MAIL CENTERS OF AMERICA, INC.
                               FRANCHISE AGREEMENT
                        ---------------------------------


     THIS AGREEMENT (the "Agreement") is made this ____ day of ________,  199__,
by and  between  PAK MAIL  CENTERS OF  AMERICA,  INC.,  a Colorado  corporation,
located  at 3033 S.  Parker  Road,  Suite  1200,  Aurora,  Colorado  80014  (the
"Franchisor") and

------------------------------------------------------------------- , located at

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(the  "Franchisee"),  who,  on the  basis of the  following  understandings  and
agreements, agree as follows:


                                   1. PURPOSE

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

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

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


                              2. GRANT OF FRANCHISE

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

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


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                  3. FRANCHISED LOCATION AND TERRITORIAL RIGHTS

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

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

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

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

     3.5. Franchisor's  Reservation of Rights. The Franchisee  acknowledges that
its  franchise  rights as  granted  are  non-exclusive  and that the  Franchisor
retains the rights,  among others: (1) to use, and to license others to use, the
Marks and System in connection  with the operation of a Pak Mail Center,  at any
location other than in the Protected Territory; (2) to use the Marks to identify
other  services  and  products  other than  those  which the  Franchisee  sells,
promotional and marketing  efforts or related items, or to identify services and


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products  similar to those which the Franchisee  sells,  made available  through
alternative  channels  of  distribution,  at any  location;  and  (3) to use and
license the use of other  proprietary  marks or methods in  connection  with the
sale of products and services  similar to those which the Franchisee  will sell,
whether in  alternative  channels  of  distribution  or in  connection  with the
operation of packaging and mailing businesses at any location,  which businesses
are the same as, or similar to, or different from PAK MAIL Centers, on any terms
and conditions as the Franchisor deems advisable.


                            4. INITIAL FRANCHISE FEE

     4.1. Initial  Franchise Fee. In consideration  for the right to develop and
operate one PAK MAIL Center,  the Franchisee  agrees to pay to the Franchisor an
initial  franchise fee of $23,950 as of the date of execution of this Agreement.
The Franchisee acknowledges and agrees that the initial franchise fee represents
payment  for the initial  grant of the rights to use the Marks and System,  that
the  Franchisor  has earned the initial  franchise fee upon receipt  thereof and
that the fee is under no circumstances  refundable to the Franchisee after it is
paid, unless otherwise specifically set forth in this Agreement.


                      5. DEVELOPMENT OF FRANCHISED LOCATION

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

     5.2. Approval of Lease. The Franchisee shall obtain the Franchisor's  prior
written  approval  before  executing  any lease or  purchase  agreement  for the
Franchised Location.  Any lease for the Franchised Location shall, at the option
of the Franchisor, contain a provision: (1) allowing for assignment of the lease
to the  Franchisor in the event that this Agreement is terminated or not renewed
for any reason;  (2) giving the  Franchisor the right to cure any default by the
Franchisee  under such lease;  and (3) providing the Franchisor  with the right,
exercisable upon and as a condition of the approval of the Franchised  Location,
to execute the lease  agreement or other document  providing  entitlement to the
use of the Franchised Location in its own name or jointly with the Franchisee as
lessee and, upon the exercise of such option,  the Franchisor  shall provide the
Franchisee  with the right to use the premises as its  sublessee,  assignee,  or
other  similar  capacity  upon the same terms and  conditions as obtained by the
Franchisor.  The lease  shall be  collaterally  assigned  to the  Franchisor  as


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security for the Franchisee's  timely  performance of all obligations under this
Agreement;  the Franchisee  shall obtain the lessor's consent to such collateral
assignment.  The  Franchisee  shall  deliver a copy of the signed  lease for the
Franchised  Location  to the  Franchisor  within 15 days of its  execution.  The
Franchisee  acknowledges that approval of a lease for the Franchised Location by
the Franchisor does not constitute a recommendation, endorsement or guarantee by
the Franchisor of the suitability or  profitability of the location or the lease
and the  Franchisee  should take all steps  necessary to ascertain  whether such
location and lease are acceptable to the Franchisee.

     5.3.  Conversion and Design.  The Franchisee  acknowledges that the layout,
design,  decoration and color scheme of PAK MAIL Centers are an integral part of
the  Franchisor's  proprietary  System and  accordingly,  the  Franchisee  shall
convert,  design and decorate the  Franchised  Location in  accordance  with the
Franchisor's plans and specifications and with the assistance of contractors and
suppliers designated by or otherwise approved by the Franchisor.  The Franchisee
shall  obtain the  Franchisor's  written  consent to any  conversion,  design or
decoration of the premises before remodeling or decorating  begins,  recognizing
that any related costs are the Franchisee's sole responsibility. It shall be the
Franchisee's responsibility to have prepared all required construction plans and
specifications  to suit the shape and dimensions of the Franchised  Location and
to insure compliance with applicable laws and the lease.

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

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



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

     5.7.  Commencement of Operations.  Unless otherwise agreed to in writing by
the Franchisor and the Franchisee,  the Franchisee has 180 days from the date of
this  Agreement  within  which to: (1) secure all  necessary  financing  for the
Center;  (2) complete the initial training  program  described in Section 6.1 of
this  Agreement;  (3) select,  lease and develop the  Franchised  Location;  (4)
purchase an opening inventory of materials and supplies;  (5) obtain and provide
evidence of  insurance  as  described  in Section  21.1 below;  and (6) commence
operation of the PAK MAIL Center.  The Franchisor  will extend the time in which
the Franchisee has to commence operations for a reasonable period of time in the
event factors beyond the Franchisee's  reasonable control prevent the Franchisee
from meeting  this  development  schedule,  so long as the  Franchisee  has made
reasonable and continuing  efforts to comply with such  development  obligations
and the Franchisee  requests,  in writing, an extension of time in which to have
its PAK MAIL Center  established  before such  development  period  lapses.  The
Franchisee  shall obtain the  Franchisor's  approval prior to opening the Center
for business.


                                   6. TRAINING

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

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

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


                            7. DEVELOPMENT ASSISTANCE

     7.1. Franchisor's Development Assistance.  The Franchisor shall provide the
Franchisee with assistance in the initial  establishment  of the PAK MAIL Center
as follows:

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

          b. Provision of written specifications for a Franchised Location which
     shall include,  without limitation,  specifications for space requirements,
     build out and the  demographics  and  character of the  surrounding  market
     area. The Franchisee  acknowledges  that the Franchisor shall have no other
     obligation  to  provide  assistance  in the  selection  and  approval  of a
     Franchised Location other than the provision of such written specifications
     and  approval  or  disapproval  of a proposed  Franchised  Location,  which
     approval or  disapproval  shall be based on  information  submitted  to the
     Franchisor in a form  sufficient to assess the proposed  location as may be
     reasonably required by the Franchisor.

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

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

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

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

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


                              8. OPERATIONS MANUAL

     8.1.  Operations Manual. The Franchisor agrees to provide to the Franchisee
one  or  more  manuals,   technical   bulletins,   or  other  written  materials
(collectively referred to as "Operations Manual") covering certain standards and
specifications for packaging, shipping, crating, freight forwarding, mailing and
communications services and other operating and marketing techniques for the PAK
MAIL Center.  The  Franchisee  agrees that it shall  comply with the  Operations
Manual as an  essential  aspect of its  obligations  under  this  Agreement  and
failure by the Franchisee to substantially comply with the Operations Manual may
be considered by the Franchisor to be a breach of this Agreement.

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

                                       7

<PAGE>


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


                             9. OPERATING ASSISTANCE

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

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

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

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

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

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

                                       8

<PAGE>

                     10. FRANCHISEE'S OPERATIONAL COVENANTS

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

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

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

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

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

          e. The Franchisee will pay on a timely basis all amounts due and owing
     to  the  Franchisor   pursuant  to  any  separate  agreements  between  the
     Franchisee  and  the  Franchisor  and all  amounts  due  and  owing  by the
     Franchisee  to all third  parties,  including  national  vendors and taxing
     authorities,  with whom the  Franchisee  does  business  at or through  the
     Center.  In connection  with any amounts due and owing by the Franchisee to
     third parties, the Franchisee expressly  acknowledges that a default by the
     Franchisee  with respect to such  indebtedness  may be considered a default
     hereunder and the Franchisor may avail itself of all remedies  provided for
     herein in the event of default.

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

                                       9

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

          h. The Franchisee agrees to renovate,  refurbish,  remodel or replace,
     at its own expense,  the real and personal  property and equipment  used in
     the  operation  of the PAK MAIL  Center,  when  reasonably  required by the
     Franchisor  in order to comply with the image,  standards of operation  and
     performance  capability established by the Franchisor from time to time. If
     the Franchisor  changes its image or standards of operation,  it shall give
     the Franchisee a reasonable period of time within which to comply with such
     changes.

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

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

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

                                       10

<PAGE>



                                  11. ROYALTIES

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

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

     11.3. Royalty Payments.  Royalty payments shall be made monthly and sent to
the  Franchisor by electronic  funds transfer no later than the 10th day of each
month or such other day which the  Franchisor  will  designate from time to time
("Due  Date") based on Royalty  Based  Revenues  for the  immediately  preceding
month. At the  Franchisor's  request and in no event later than 30 days prior to
the  opening of the  Center,  the  Franchisee  shall  execute  an  Authorization
Agreement for Prearranged  Payment of Royalties by electronic  transfer of funds
from the Franchisee's bank account to the Franchisor's bank account, in the form
attached  to this  Agreement  as Exhibit  IV. No later than the Due Date of each
month,  the Franchisee  shall report to the Franchisor by electronic means or in
written form, as may be reasonably directed by the Franchisor,  in a manner more
fully  described in Section 15.1 below,  with such  information  and pursuant to
such standard  transmittal  procedures  regarding the Franchisee's Royalty Based
Revenues and such additional  information as may be requested by the Franchisor.
The  Franchisor  reserves  the right to require  Royalty  payments  be made on a
weekly or bi-weekly  basis if the Franchisee does not timely or fully submit the
required payments or reports. The Franchisor shall have the right to verify such
Royalty  payments  from time to time as it deems  necessary,  in any  reasonable
manner.  In the event that the Franchisee  fails to have sufficient funds in its
account  or  otherwise  fails  to pay  any  Royalties  as of the Due  Date,  the
Franchisee shall owe, in addition to such Royalties, interest after the Due Date
at the highest  applicable legal rate for open account  business credit,  not to
exceed 1 1/2% per month.  The  Franchisee  acknowledges  that this  Section 11.3
shall not constitute the  Franchisor's  or its  affiliates'  agreement to accept

                                       11

<PAGE>


such  payments  after  they  are due or a  commitment  to  extend  credit  to or
otherwise finance operation of the Center. The Franchisor  reserves the right to
automatically  assess a monthly $50 late charge for any report and/or  financial
statement  required  under  Section  15.1 below which is not timely filed by the
Franchisee.  Such late  charge  shall  continue  to accrue  each month that said
report(s)  and  financial  statement(s)  remain  unfiled,  and  shall be due and
payable in full upon demand by the Franchisor.  In the event such late charge(s)
is/are not paid upon demand,  the Franchisor may elect to pursue its remedies as
further  set  forth in this  Agreement.  In no event  shall  the  Franchisee  be
required  to pay a late  payment  and/or  interest  at a rate  greater  than the
maximum interest rate permitted by applicable law.

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


                                 12. ADVERTISING

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

     12.2. Marketing Material Beginning Inventory. If this Agreement governs the
first Center to be opened and operated by the  Franchisee,  then the  Franchisee
shall pay to the Franchisor and other  suppliers a  nonrefundable,  nonrecurring
fee for marketing material beginning  inventory  ("Marketing  Material Beginning
Inventory") in an amount between $571 and $890 for  Franchisor's  provision of a
beginning  inventory of marketing material for the Franchisee's PAK MAIL Center.
The exact amount  payable for the  Marketing  Material  Beginning  Inventory fee
shall be determined by the Franchisee.  All or a part of that amount will be due
and payable to the Franchisor and other suppliers by the Franchisee on or before
the  Franchisee's  commencement of the initial training  program.  The Marketing
Material  Beginning  Inventory  will be  provided  by the  Franchisor  and other
suppliers at or around the opening of the Franchisee's Center.

                                       12

<PAGE>


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

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

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

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

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

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

                                       13

<PAGE>


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

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

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

                                       14

<PAGE>

                               13. QUALITY CONTROL

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

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

     13.3. Inspections. The Franchisor shall have the right to examine the
Franchised Location, including the inventory,  products,  equipment,  materials,
supplies or services used or sold there, to ensure compliance with all standards
and  specifications  set by the  Franchisor.  The Franchisor  shall conduct such
inspections  during regular  business hours and the Franchisee may be present at
such  inspections.  The Franchisor,  however,  reserves the right to conduct the
inspections without prior notice to the Franchisee.

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

     13.5.  Approved  Suppliers.  The  Franchisee  shall  purchase all products,
services,  supplies and  materials  required  for the  operation of the PAK MAIL
Center from  suppliers  designated or approved by the Franchisor or, if there is

                                       15

<PAGE>

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

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

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


                14. MARKS, TRADE NAMES AND PROPRIETARY INTERESTS

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

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

                                       16

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

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

     14.5.  Franchisee's  Business Name. The  Franchisee  acknowledges  that the
Franchisor  has a prior and  superior  claim to the "PAK MAIL" trade  name.  The
Franchisee  shall  not  use  the  words  "PAK  MAIL"  in the  legal  name of its
corporation,  partnership  or any other  business  entity used in conducting the
business  provided  for in this  Agreement.  The  Franchisee  also agrees not to
register  or attempt  to  register a trade name using the word "PAK MAIL" in the
Franchisee's name or that of any other person or business entity,  without prior
written consent of the Franchisor.  The Franchisee  shall not identify itself as
being  "Pak Mail  Centers  of  America,  Inc." or as being  associated  with the
Franchisor in any manner other than as a franchisee or licensee.  The Franchisee
further agrees that in all advertising  and promotion and promotional  materials
it will display its business  name only in obvious  conjunction  with the phrase
"PAK MAIL  Licensee"  or "PAK MAIL  Franchisee"  or with such other words and in
such other phrases to identify  itself as an  independent  owner of the PAK MAIL
Center, as may from time to time be prescribed in the Operations Manual.

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

                                       17

<PAGE>

                  15. REPORTS, RECORDS AND FINANCIAL STATEMENTS

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

          a. within 10 days after the end of each  calendar  month (or weekly if
     the  Franchisor  requires the  Franchisee  to pay the Royalty  described in
     Section 5.B.  hereof on a weekly basis),  a report on the Center's  Royalty
     Based Revenues for such calendar month (or week);

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

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

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

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

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

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<PAGE>


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


                                  16. TRANSFER

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

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

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

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<PAGE>


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

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

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

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

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

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

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

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

                                       20

<PAGE>

otherwise  comply  with  this  Agreement.  If the  Franchisee  and the  proposed
transferee  comply with all  conditions  for assignment set forth herein and the
Franchisor  has not given the  Franchisee  notice of its approval or disapproval
within the 30 day period, approval is deemed granted.

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

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

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

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

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

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

     16.5.  Specific Types of Transfers.  The Franchisee  acknowledges  that the
Franchisor's right to approve or disapprove of a proposed sale or transfer,  and
all other requirements and rights related to such proposed sale or transfer,  as
provided for above,  shall apply (1) if the Franchisee is a partnership or other
business association, to the addition or deletion of a partner or members of the
association  or the transfer of any  partnership  or membership  among  existing

                                       21

<PAGE>


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

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

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

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<PAGE>

                             17. TERM AND EXPIRATION

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

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

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

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

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

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

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

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

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

                                       23

<PAGE>



                           18. DEFAULT AND TERMINATION

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

     18.2.  Termination  by Franchisor - Effective  Upon Notice.  The Franchisor
shall have the right, at its option,  to terminate this Agreement and all rights
granted  the  Franchisee   hereunder,   without  affording  the  Franchisee  any
opportunity  to cure any  default  (subject  to any state laws to the  contrary,
where  state  law  shall  prevail),  effective  upon  receipt  of  notice by the
Franchisee,  addressed as provided in Section 22.12,  upon the occurrence of any
of the following events:

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

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

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

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<PAGE>


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

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

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

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

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

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

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

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

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

                                       25

<PAGE>


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

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

          e. Breach of Related Agreement. The Franchisee defaults under any term
     of the sublease or lease assignment for the Franchised Location,  any other
     agreement material to the PAK MAIL Center or any other Franchise  Agreement
     between the  Franchisor  and the  Franchisee  and such default is not cured
     within  the time  specified  in such  sublease,  other  agreement  or other
     Franchise Agreement.

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

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

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

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

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


                                       26

<PAGE>

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

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

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

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

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

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

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

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

                                       27

<PAGE>


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

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

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

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

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

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



                                       28

<PAGE>



                            19. BUSINESS RELATIONSHIP

     19.1. Independent Businesspersons.  The parties agree that each of them are
independent  businesspersons,  their  only  relationship  is by  virtue  of this
Agreement and that no fiduciary relationship is created hereunder. Neither party
is liable or responsible for the other's debts or obligations,  nor shall either
party be  obligated  for any  damages  to any  person or  property  directly  or
indirectly arising out of the operation of the other party's business authorized
by or conducted  pursuant to this  Agreement.  The Franchisor and the Franchisee
agree that neither of them will hold themselves out to be the agent, employer or
partner of the other and that neither of them has the authority to bind or incur
liability on behalf of the other.

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

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

                                       29

<PAGE>



                            20. RESTRICTIVE COVENANTS

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

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

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

          c.  divert  or  attempt  to divert  any  business  related  to, or any
     customer or account of the PAK MAIL Center,  the  Franchisor's  business or
     any  other  PAK  MAIL  franchisee's   business,  by  direct  inducement  or
     otherwise, or divert or attempt to divert the employment of any employee of
     the Franchisor or another franchisee  licensed by the Franchisor to use the
     Marks and System,  to any Competitive  Business by any direct inducement or
     otherwise.

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

     20.2.  Post-Termination  Covenant  Not  to  Compete.  Upon  termination  or
expiration of this  Agreement for any reason,  the  Franchisee and its officers,
directors,  shareholders,  and/or partners agree that, for a period of two years
commencing on the effective date of  termination  or expiration,  or the date on
which the Franchisee  ceases to conduct  business,  whichever is later,  neither
Franchisee nor its officers, directors, shareholders, and/or partners shall have
any direct or indirect interest (through a member of any immediate family of the
Franchisee  or its Owners or  otherwise)  as a disclosed  or  beneficial  owner,
investor,  partner, director, officer, employee,  consultant,  representative or


                                       30

<PAGE>


agent or in any other capacity in any Competitive  Business,  defined in Section
20.1  above,  located or  operating  within a 25 mile  radius of the  Franchised
Location or within 25 miles of any other  franchised or  company-owned  PAK MAIL
Center.  The  restrictions  of  this  Section  shall  not be  applicable  to the
ownership  of shares of a class of  securities  listed  on a stock  exchange  or
traded on the over-the-counter market that represent 5% or less of the number of
shares of that class of securities  issued and  outstanding.  The Franchisee and
its officers,  directors,  shareholders,  and/or partners expressly  acknowledge
that they  possess  skills  and  abilities  of a general  nature  and have other
opportunities for exploiting such skills. Consequently, enforcement of the
covenants made in this Section will not deprive them of their personal  goodwill
or ability to earn a living.

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

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


                                  21. INSURANCE

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

                                       31

<PAGE>


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


                          22. MISCELLANEOUS PROVISIONS

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

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

     22.3. Entire Agreement. This Agreement, including all exhibits and addenda,
contains the entire  agreement  between the parties and  supersedes  any and all
prior agreements concerning the subject matter hereof. The Franchisee agrees and
understands  that the  Franchisor  shall not be liable or obligated for any oral
representations  or commitments made prior to the execution hereof or for claims
of negligent or fraudulent  misrepresentation  and that no modifications of this

                                       32

<PAGE>

Agreement shall be effective except those in writing and signed by both parties.
The Franchisor does not authorize and will not be bound by any representation of
any nature other than those expressed in this Agreement.  The Franchisee further
acknowledges  and  agrees  that no  representations  have been made to it by the
Franchisor  regarding  projected  sales  volumes,  market  potential,  revenues,
profits of the  Franchisee's  PAK MAIL Center,  or operational  assistance other
than as stated in this Agreement or in any disclosure  document  provided by the
Franchisor or its representatives.

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

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

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

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

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

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

     22.10. No Right to Set Off. The Franchisee  shall not be allowed to set off
amounts  owed to the  Franchisor  for  Royalties,  fees  or  other  amounts  due
hereunder,  against any monies owed to  Franchisee,  nor shall the Franchisee in
any  event  withhold  such  amounts  due to any  alleged  nonperformance  by the
Franchisor  hereunder,  which right of set off is hereby expressly waived by the
Franchisee.

                                       33

<PAGE>


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

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

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

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

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

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



                                       34

<PAGE>



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

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

By:
   ----------------------------      -------------------------------------------
                                     Individually
Name:
     --------------------------

Title:                               Address:
      -------------------------              -----------------------------------
                                     City:
                                           -------------------------------------

                                                            
                                     State:                     Zip:
                                            -------------------      -----------

                                     OR:

                                     (if a corporation or partnership)

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

                                     By:
                                        ----------------------------------------

                                     Name:
                                          --------------------------------------

                                     Title:
                                            ------------------------------------

                                     Address:
                                              ----------------------------------

                                     City:
                                          -------------------------------------

                                     State:                    Zip:
                                            ------------------     -------------


(___/___/98)


                                       35

<PAGE>

                                                                    EXHIBIT I TO
                                                             FRANCHISE AGREEMENT


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

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

-------------------------------------------------------------------------------.

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

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

                                                                   

     OR

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

--------------------------------------------------------------------------------
     
-------------------------------------------------------------------------------.
                                                                       

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

     Fully executed this          day of              , 19    .
                         --------       -------------      ---             

                                  PAK MAIL CENTERS OF AMERICA, INC.


                                  By:
                                      ------------------------------------------

                                  Title:
                                        ----------------------------------------

                                  FRANCHISEE


                                  By:
                                     -------------------------------------------

                                 Title:
                                       -----------------------------------------


<PAGE>



                                                                     EXHIBIT I-1
                                                          TO FRANCHISE AGREEMENT


                      RIDER TO ADDENDUM - LOCATION APPROVAL


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

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

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

-------------------------------------------------------------------------------.
                                                                               

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

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

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

    Fully executed this        day of                   , 19    .
                        ------        ------------------    ----

                                   PAK MAIL CENTERS OF AMERICA, INC.

                                   By:
                                       -----------------------------------------

                                   Title:
                                         ---------------------------------------

                                   FRANCHISEE

                                   By:
                                      ------------------------------------------

                                   Title:
                                         ---------------------------------------



<PAGE>



                                                                      EXHIBIT II
                                                          TO FRANCHISE AGREEMENT


               GUARANTY AND ASSUMPTION OF FRANCHISEE'S OBLIGATIONS
               ---------------------------------------------------

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

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

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

Each of the undersigned waives the following:

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

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

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

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

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

Each of the undersigned consents and agrees that:

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

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

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

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

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

WITNESS                                           GUARANTOR(S)


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

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

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

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



<PAGE>



                                                                     EXHIBIT III
                                                          TO FRANCHISE AGREEMENT

                             STATEMENT OF OWNERSHIP

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

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

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


                                Form of Ownership
                                   (Check One)


                                                                      Limited
______  Individual  ______  Partnership  ______  Corporation  ______  Liability
                                                                      Company



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

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

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


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

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

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

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

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


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

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


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


<PAGE>


                                                                      EXHIBIT IV
                                                          TO FRANCHISE AGREEMENT

                AUTHORIZATION AGREEMENT FOR PREARRANGED PAYMENTS
                                 (DIRECT DEBITS)

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


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


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


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

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

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


By:                                          By:
   -----------------------------------           -------------------------------

Its:                                         Its:
    ----------------------------------           -------------------------------

Date:                                        Date:
     ---------------------------------            ------------------------------