EXHIBIT 10(h)
                                                       
                        PAK MAIL CENTERS OF AMERICA, INC.

                         1999 INCENTIVE AND NONSTATUTORY
                                STOCK OPTION PLAN


     1.  Purposes  of  the  Plan.  The  purposes  of  this  1999  Incentive  and
Nonstatutory  Employee  Stock  Option  Plan are to  attract  and retain the best
available  personnel for  positions of  substantial  responsibility,  to provide
additional incentive to the Employees and Non-Employee  Directors and to promote
the success of the Company's  business.  Options granted hereunder may be either
"incentive  stock  options," as defined in Section 422 of the  Internal  Revenue
Code of 1986, as amended,  or "nonstatutory stock options," at the discretion of
the Board and as reflected in the terms of the written stock option agreement.

     2. Definitions. As used herein, the following definitions shall apply:

          A. "Board" shall mean the Committee, if one has been appointed, or the
     Board of Directors of the Company if no Committee is appointed.

          B.  "Cause,"  when  used in  connection  with  the  termination  of an
     Optionee's  employment  with or  relationship as a director of the Company,
     shall mean the termination of the Optionee's  employment by or relationship
     as a director of the  Company on account of (i) the  willful and  continued
     failure by the Optionee substantially to perform his duties and obligations
     (other than any such failure  resulting from his incapacity due to physical
     or mental  illness) or (ii) the willful  engaging by the  Optionee in gross
     misconduct  which  could  reasonably  be  expected  to  be  materially  and
     demonstrably injurious to the Company. For purposes of this Section 2.B, no
     act, or failure to act, on an Optionee's part shall be considered "willful"
     unless  done,  or  omitted  to be done,  by the  Optionee  in bad faith and
     without  reasonable  belief  that his  action or  omission  was in the best
     interests of the Company.

          C. "Change of Control" shall mean any of the following:

               (1) Any Person (an "Acquiring  Person")  becomes the  "beneficial
          owner" (as such term is defined  in Rule 13d-3  promulgated  under the
          Securities  Exchange Act of 1934,  as amended)  ("Beneficial  Owner"),
          directly or indirectly,  of securities of the Company representing 50%
          or more of the combined voting power of the Company's then outstanding
          securities,  other  than  beneficial  ownership  by an  Optionee,  the
          Company,  any  employee  benefit  plan of the Company or any person or
          entity  organized,  appointed or established  pursuant to the terms of
          any such benefit plan;

               (2) The Company's  stockholders  approve an agreement to merge or
          consolidate  the Company  with  another  corporation,  or an agreement
          providing  for the  sale of  substantially  all of the  assets  of the



                                       
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          Company to one or more corporations, in any case other than with or to
          a  corporation  50% or more of which  is  controlled  by,  or is under
          common control with, the Company; or

               (3) During any two-year  period,  individuals  who at the date on
          which the  period  commences  constitute  a  majority  of the Board of
          Directors  cease to  constitute  a majority  thereof  for any  reason;
          provided,  however,  that a  director  who was not a  director  at the
          beginning  of such  period  shall  be  deemed  to have  satisfied  the
          two-year  requirement  if such  director  was  elected  by,  or on the
          recommendation  of,  at least a  majority  of the  directors  who were
          directors at the beginning of such period (either actually or by prior
          operation  of this  provision),  other  than  any  director  who is so
          approved  in  connection  with any actual or  threatened  contest  for
          election to positions on the Board of Directors.

The  Committee  may,  in its  absolute  discretion,  define the term  "Change of
Control" to mean, with respect to any Incentive Stock Option,  the occurrence of
other events in addition to those described in clauses (1) - (3) of this Section
2.C.

          D. "Code" shall mean the Internal Revenue Code of 1986, as amended.

          E. "Common  Stock" shall mean the $0.001 par value common stock of the
     Company.

          F. "Company" shall mean Pak Mail Centers of America,  Inc., a Colorado
     corporation.

          G.  "Committee"  shall mean the  Committee  appointed  by the Board in
     accordance  with  paragraph  (A)  of  Section  4 of  the  Plan,  if  one is
     appointed, or the Board if no committee is appointed.

          H.  "Continuous  Status as an Employee"  shall mean the absence of any
     interruption or termination of service as an Employee. Continuous Status as
     an Employee shall not be considered  interrupted in the case of sick leave,
     military  leave,  or any other  leave of  absence  approved  by the  Board;
     provided  that  such  leave  is for a period  of not  more  than 90 days or
     reemployment upon the expiration of such leave is guaranteed by contract or
     statute.

          I.  "Disability"  shall mean a  condition  entitling  an  Optionee  to
     benefits under the long-term  disability  policy  maintained by the Company
     and applicable to him.

          J. "Employee" shall mean any person, including officers and directors,
     employed by the Company or any Parent or  Subsidiary  of the  Company.  The
     payment of a  director's  fee by the  Company  shall not be  sufficient  to
     constitute "employment" by the Company.

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          K. "Incentive  Stock Option" shall mean an Option which is intended to
     qualify as an incentive  stock option  within the meaning of Section 422 of
     the Code and which shall be clearly identified as such in the written Stock
     Option  Agreement  provided  by the  Company  to each  Employee  granted an
     Incentive Stock Option under the Plan.

          L. "Non-Employee Director" shall mean a director who:

               (1) Is not  currently an officer (as defined in Section  16a-1(f)
          of the Securities  Exchange Act of 1934, as amended) of the Company or
          a Parent or Subsidiary of the Company, or otherwise currently employed
          by the Company or a Parent or Subsidiary of the Company;

               (2) Does not receive compensation, either directly or indirectly,
          from the  Company  or a  Parent  or  Subsidiary  of the  Company,  for
          services  rendered as a consultant or in any capacity  other than as a
          director,  except for an amount that does not exceed the dollar amount
          for which  disclosure  would be  required  pursuant  to Item 404(a) of
          Regulation  S-K adopted by the United States  Securities  and Exchange
          Commission; and

               (3) Does not  possess an interest  in any other  transaction  for
          which  disclosure  would  be  required  pursuant  to  Item  404(a)  of
          Regulation  S-K adopted by the United States  Securities  and Exchange
          Commission.

          M. "Nonstatutory Stock Option" shall mean an Option granted under this
     Plan which does not qualify as an Incentive Stock Option.

          N. "Option" shall mean an Incentive Stock Option, a Nonstatutory Stock
     Option  or  both  as  identified  in  a  written  Stock  Option   Agreement
     representing such stock option granted pursuant to the Plan.

          O. "Optioned Stock" shall mean the Common Stock subject to an Option.

          P. "Optionee"  shall mean an Employee or Non-Employee  Director who is
     granted an Option.

          Q.  "Parent"  shall  mean  a  "parent  corporation,"  whether  now  or
     hereafter existing, as defined in Section 424(e) of the Code.

          R.  "Person"  shall mean a "person"  as such term is used in  Sections
     13(d) and 14(d) of the Securities Exchange Act of 1934, as amended.

          S. "Plan" shall mean this 1999  Incentive  and  Nonstatutory  Employee
     Stock Option Plan.

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          T.   "Retirement"   shall  mean  the  termination  of  the  Optionee's
     employment  with or  relationship  as a director of the Company on or after
     (i) the  first  date on which the  Optionee  has both  attained  age 55 and
     completed 5 years of service with the Company or (ii) the date on which the
     Optionee attains age 65.

          U. "Share"  shall mean a share of the Common Stock of the Company,  as
     adjusted in accordance with Section 12 of the Plan.

          V. "Stock  Option  Agreement"  shall mean the  agreement to be entered
     into between the Company and each Optionee  which shall set forth the terms
     and  conditions  of each Option  granted to each  Optionee,  including  the
     number of Shares  underlying  such  Option and the  exercise  price of each
     Option granted to such Optionee under such agreement.

          W. "Subsidiary" shall mean a "subsidiary  corporation," whether now or
     hereafter existing, as defined in Section 424(f) of the Code.

     3. Stock  Subject to the Plan.  Subject to the  provisions of Section 12 of
the Plan, the maximum  aggregate number of Shares which may be optioned and sold
under the Plan is 400,000 shares of Common Stock.  The Shares may be authorized,
but unissued,  or reacquired  Common Stock. If an Option should expire or become
unexercisable  for any  reason  without  having  been  exercised  in  full,  the
unpurchased Shares which were subject thereto shall,  unless the Plan shall have
been terminated, become available for future grant under the Plan.

     4. Administration of the Plan.

          A.  Procedure.  The  Plan  shall  be  administered  by the  Board or a
     Committee  appointed by the Board  consisting  of two or more  Non-Employee
     Directors to  administer  the Plan on behalf of the Board,  subject to such
     terms and conditions as the Board may prescribe.

               (1) Once  appointed,  the Committee shall continue to serve until
          otherwise  directed by the Board (which for purposes of this paragraph
          (A)(1)  of this  Section  4 shall  be the  Board of  Directors  of the
          Company).  From time to time the Board  may  increase  the size of the
          Committee and appoint additional members thereof, remove members (with
          or without  cause) and appoint new members in  substitution  therefor,
          fill vacancies  however caused, or remove all members of the Committee
          and thereafter directly administer the Plan.

               (2) Members of the Board who are granted,  or have been  granted,
          Options may vote on any matters  affecting the  administration  of the
          Plan or the grant of any Options pursuant to the Plan.


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          B. Powers of the Board.  Subject to the  provisions  of the Plan,  the
     Board shall have the authority, in its discretion:

               (1) To grant Incentive Stock Options,  in accordance with Section
          422 of the Code,  and  Nonstatutory  Stock Options or both as provided
          and  identified in a separate  written Stock Option  Agreement to each
          Optionee  granted  such  Option or Options  under the Plan;  provided,
          however,  that in no  event  shall an  Incentive  Stock  Option  and a
          Nonstatutory Stock Option granted to any Optionee under a single Stock
          Option  Agreement be subject to a "tandem"  exercise  arrangement such
          that the exercise of one such Option affects the  Optionee's  right to
          exercise the other Option granted under such Stock Option Agreement;

               (2) To  determine,  upon  review of relevant  information  and in
          accordance  with  Section 9 of the Plan,  the Fair Market Value of the
          Common Stock;

               (3) To determine  the  exercise  price per Share of Options to be
          granted,  which exercise price shall be determined in accordance  with
          Section 8 of the Plan;

               (4) To determine the Employees or Non-Employee Directors to whom,
          and the time or times  at  which,  Options  shall be  granted  and the
          number of Shares to be represented by each Option;

               (5) To interpret the Plan;

               (6)  To  prescribe,  amend  and  rescind  rules  and  regulations
          relating to the Plan;

               (7) To determine the terms and  provisions of each Option granted
          (which  need not be  identical)  and,  with the  consent of the holder
          thereof, modify or amend each Option;

               (8) To accelerate or defer (with the consent of the Optionee) the
          exercise date of any Option, consistent with the provisions of Section
          7 of the Plan;

               (9) To  authorize  any person to execute on behalf of the Company
          any  instrument   required  to  effectuate  the  grant  of  an  Option
          previously granted by the Board; and

               (10)  To  make  all  other  determinations  deemed  necessary  or
          advisable for the administration of the Plan.

          C.  Effect of Board's  Decision.  All  decisions,  determinations  and
     interpretations  of the Board shall be final and  binding on all  Optionees
     and any other permissible holders of any Options granted under the Plan.

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     5. Eligibility.

          A.  Persons  Eligible.  The  persons  who shall be eligible to receive
     Incentive Stock Options pursuant to the Plan shall be such Employees of the
     Company  who  are  largely  responsible  for  the  management,  growth  and
     protection  of the business of the Company  (including  without  limitation
     Employee officers of the Company,  whether or not they are directors of the
     Company,  but excluding J.S. Corcoran,  F. Edward Gustafson,  and Donald P.
     Kelly)  as the  Committee  shall  select  from  time to time.  Non-Employee
     Directors  shall be eligible to participate in the Plan in accordance  with
     Section 8.

          B. No Effect on  Relationship.  The Plan  shall  not  confer  upon any
     Optionee  any right with respect to  continuation  of  employment  or other
     relationship  with the Company nor shall it  interfere  in any way with his
     right  or  the  Company's  right  to  terminate  his  employment  or  other
     relationship at any time.

     6. Term of Plan.  The Plan became  effective  on January 1, 1999.  It shall
continue in effect until  December  31, 2008,  unless  sooner  terminated  under
Section 14 of the Plan.

     7. Term of Option.  The term of each Option shall be 10 years from the date
of grant  thereof or such  shorter  term as may be provided in the Stock  Option
Agreement.  However, in the case of an Option granted to an Optionee who, at the
time the Option is granted,  owns stock  representing more than 10% of the total
combined  voting  power of all  classes of stock of the Company or any Parent or
Subsidiary,  if the Option is an Incentive Stock Option,  the term of the Option
shall be five years from the date of grant  thereof or such  shorter time as may
be provided in the Stock Option Agreement.

     8.  Options.  The  Committee  may  grant  Options  pursuant  to the Plan to
Optionees,  which  Options  shall be evidenced by agreements in such form as the
Committee  shall from time to time  approve.  Options  shall  comply with and be
subject to the following terms and conditions:

          A. Identification of Options. All Options granted under the Plan shall
     be clearly  identified in the agreement  evidencing  such Options as either
     Incentive Stock Options or as Nonstatutory Stock Options.

          B. Exercise Price. The exercise price of any Nonstatutory Stock Option
     granted under the Plan shall be such price as the Committee shall determine
     on the date on which such Nonstatutory  Stock Option is granted;  provided,
     that such price may not be less than the minimum price required by law. The
     exercise  price of any Incentive  Stock Option granted under the Plan shall
     be not less than 100% of the Fair Market  Value of a share of Common  Stock
     on the date on which such Incentive Stock Option is granted.

          C. Term and Exercise of Options.

               (1)  Each  Option  shall  become   exercisable  with  respect  to
          one-third  of the  number of shares of Common  Stock  subject  to such
          Option upon the first  anniversary of the date on which such Option is
          granted and with respect to an  additional  one-third of the number of


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          shares of Common Stock subject thereto on each subsequent  anniversary
          of such date.  Subject to the  immediately  preceding  sentence,  each
          Option shall be exercisable on such date or dates,  during such period
          and for such number of shares of Common  Stock as shall be  determined
          by the  Committee  on the day on which such  Option is granted and set
          forth in the Stock  Option  Agreement  with  respect  to such  Option;
          provided,  however,  that no  Option  shall be  exercisable  after the
          expiration  of ten years from the date such Option was  granted;  and,
          provided,  further,  that each  Option  shall be  subject  to  earlier
          termination,  expiration or cancellation as provided in the Plan or in
          the agreement evidencing such Option.

               (2)  Each  Option  shall  be  exercisable  in  whole  or in part;
          provided,  that no  partial  exercise  of an  Option  shall  be for an
          aggregate  exercise price of less than $1,000. The partial exercise of
          an Option shall not cause the expiration,  termination or cancellation
          of the remaining portion thereof.

               (3) An Option  shall be  exercised  by  delivering  notice to the
          Company's  principal  office,  to the attention of its Chief Financial
          Officer,  no less than three business days in advance of the effective
          date of the proposed exercise. Such notice shall specify the number of
          shares of  Common  Stock  with  respect  to which the  Option is being
          exercised and the effective date of the proposed exercise and shall be
          signed by the  Optionee.  The Optionee may withdraw such notice at any
          time prior to the close of business on the  business  day  immediately
          preceding the  effective  date of the proposed  exercise.  Payment for
          shares of Common Stock  purchased upon the exercise of an Option shall
          be made on the effective date of such exercise  either (a) in cash, by
          certified check,  bank cashier's check or wire transfer or (b) subject
          to the approval of the  Committee,  in shares of Common Stock owned by
          the Optionee  and valued at their Fair Market  Value on the  effective
          date of such  exercise,  or partly in shares of Common  Stock with the
          balance in cash,  by certified  check,  bank  cashier's  check or wire
          transfer.  Any payment in shares of Common  Stock shall be effected by
          the  delivery  of such  shares to the Chief  Financial  Officer of the
          Company,  duly endorsed in blank or  accompanied  by stock powers duly
          executed in blank,  together with any other documents and evidences as
          the Chief Financial  Officer of the Company shall require from time to
          time.

               (4)  Certificates  for shares of Common Stock  purchased upon the
          exercise of an Option  shall be issued in the name of the Optionee and
          delivered  to the  Optionee  as  soon  as  practicable  following  the
          effective date on which the Option is exercised.

          D. Limitations on Grant of Incentive Stock Options.

               (1) The  aggregate  Fair Market  Value of shares of Common  Stock
          with respect to which "Incentive Stock Options" (within the meaning of
          Section  422 of the Code)  are  exercisable  for the first  time by an
          Optionee  during any calendar  year under the Plan and any other stock
          option plan of the Company (or any "subsidiary" of the Company as such


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          term is defined in Section 425 of the Code) shall not exceed $100,000.
          Such Fair  Market  Value shall be  determined  as of the date on which
          each such  Incentive  Stock  Option is granted.  In the event that the
          aggregate  Fair Market Value of shares of Common Stock with respect to
          such Incentive  Stock Options exceeds  $100,000,  then Incentive Stock
          Options granted hereunder to such Optionee shall, to the extent and in
          the order required by regulations  promulgated  under the Code (or any
          other authority  having the force of  regulations),  automatically  be
          deemed to be  Nonstatutory  Stock  Options,  but all  other  terms and
          provisions of such Incentive Stock Options shall remain unchanged.  In
          the absence of such regulations (and authority),  or in the event such
          regulations  (or  authority)  require or permit a  designation  of the
          options  which  shall cease to  constitute  incentive  stock  options,
          Incentive Stock Options shall, to the extent of such excess and in the
          order in which  they  were  granted,  automatically  be  deemed  to be
          Nonstatutory Stock Options, but all other terms and provisions of such
          Incentive Stock Options shall remain unchanged.

               (2) No Incentive Stock Option may be granted to an individual if,
          at  the  time  of the  proposed  grant,  such  individual  owns  stock
          possessing more than ten percent of the total combined voting power of
          all  classes  of stock  of the  Company  or any of its  "subsidiaries"
          (within the meaning of Section 425 of the Code),  unless the per share
          exercise price of such Incentive  Stock Option is at least one hundred
          and ten percent of the Fair Market Value of a share of Common Stock at
          the time such Incentive Stock Option is granted.

          E. Effect of Termination of Employment.

               (1) In the event that the Optionee's  employment with the Company
          or  relationship  as a director  shall  terminate for any reason other
          than  Disability,  Retirement,  Cause or death (i) Options  granted to
          such Optionee, to the extent that they were exercisable at the time of
          such termination,  shall remain  exercisable until the sixtieth (60th)
          day following such termination,  on which date they shall expire,  and
          (ii) Options  granted to such  Optionee,  to the extent that they were
          not exercisable at the time of such  termination,  shall expire at the
          close of business on the date of such termination;  provided, however,
          that no Option shall be exercisable after the expiration of its term.

               (2) In the event that the Optionee's  employment with the Company
          or  relationship  as a  director  shall  terminate  on  account of the
          Disability,  Retirement or death of the Optionee,  such Optionee shall
          be  entitled to  exercise,  at any time or from time to time until the
          first  anniversary  of  such  termination,   Options  granted  to  him
          hereunder to the extent that such Options were exercisable at the time
          of  such  termination  or  would  have  become   exercisable  had  his
          employment or other relationship continued until the first anniversary
          of such  termination;  provided,  however,  that no  Option  shall  be
          exercisable after the expiration of its term.

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               (3) In the event of the termination of a Optionee's employment or
          other relationship for Cause, all outstanding  Options granted to such
          Optionee shall expire at the  commencement  of business on the date of
          such termination;  provided, however, that no Optionee shall be deemed
          to have been terminated for Cause during the two year period following
          any Change of Control.

               (4) In  addition  to any  other  acceleration  of  exercisability
          provided  under this Plan, an Option shall be deemed to be exercisable
          on the date of the termination of the employment or other relationship
          of an Optionee  with the Company to the extent that the  Committee  so
          provides in writing,  provided that such acceleration  occurs prior to
          the first  anniversary  of such  termination  of  employment  or other
          relationship.

          F.  Consequences  Upon Change of  Control.  Upon the  occurrence  of a
     Change of Control,  each Option  granted under the Plan and  outstanding at
     such time shall become fully and  immediately  exercisable and shall remain
     exercisable until its expiration,  termination or cancellation  pursuant to
     the terms of the Plan.  Options that are granted at such time as there is a
     pre-existing   Acquiring   Person  shall  not  be  fully  and   immediately
     exercisable  pursuant  to the  preceding  sentence  unless and until  there
     occurs  a  later  Change  of  Control  (including  without  limitation  the
     existence of a new Acquiring Person).

     9. Fair Market Value.  The fair market value per Share on the date of grant
shall be determined as follows ("Fair Market Value"):

          A. If the Common Stock is listed on the New York Stock  Exchange,  the
     American Stock Exchange or such other securities exchange designated by the
     Board, or admitted to unlisted trading privileges on any such exchange,  or
     if the  Common  Stock is quoted on a  National  Association  of  Securities
     Dealers,  Inc. system that reports  closing  prices,  the Fair Market Value
     shall be the closing price of the Common Stock as reported by such exchange
     or system on the day the Fair Market  Value is to be  determined,  or if no
     such price is reported for such day, then the determination of such closing
     price  shall  be as of the last  immediately  preceding  day on  which  the
     closing price is so reported;

          B. If the  Common  Stock is not so  listed  or  admitted  to  unlisted
     trading privileges or so quoted, the Fair Market Value shall be the average
     of the last reported  highest bid and the lowest asked prices quoted on the
     National  Association  of Securities  Dealers,  Inc.  Automated  Quotations
     System or, if not so quoted, then by the National Quotation Bureau, Inc. on
     the day the Fair Market Value is determined; or

          C. If the  Common  Stock is not so  listed  or  admitted  to  unlisted
     trading privileges or so quoted, and bid and asked prices are not reported,
     the Fair Market Value shall be determined in such reasonable  manner as may
     be prescribed by the Board.

     10. Exercise of Option.  Any Option granted  hereunder shall be exercisable
at such times and under such  conditions as  determined by the Board,  including
performance  criteria with respect to the Company  and/or the  Optionee,  and as
shall be permissible under the terms of the Plan.

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     An Option may not be exercised for a fraction of a Share.

     Until the issuance (as evidenced by the  appropriate  entry on the books of
the  Company or of the duly  authorized  transfer  agent of the  Company) of the
stock certificate  evidencing such Shares, no right to vote or receive dividends
or any other  rights as a  shareholder  shall exist with respect to the Optioned
Stock,  notwithstanding  the exercise of the Option.  No adjustment will be made
for a dividend or other right for which the record date is prior to the date the
stock certificate is issued, except as provided in Section 12 of the Plan.

     Exercise  of an Option in any  manner  shall  result in a  decrease  in the
number of Shares which  thereafter  may be  available,  both for purposes of the
Plan and for sale  under  the  Option,  by the  number of Shares as to which the
Option is exercised.

     11.  Nontransferability  of Options.  Unless  permitted by the Code, in the
case  of an  Incentive  Stock  Option,  the  Option  may not be  sold,  pledged,
assigned, hypothecated,  transferred, or disposed of in any manner other than by
will or by the laws of descent and distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

     12.  Adjustments Upon Changes in Capitalization  or Merger.  Subject to any
required action by the shareholders of the Company, the number of Shares covered
by each outstanding  Option, and the number of Shares which have been authorized
for issuance  under the Plan but as to which no Options have yet been granted or
which have been  returned to the Plan upon  cancellation  or  expiration  of any
Option, as well as the price per Share covered by each such outstanding  Option,
shall be proportionately  adjusted for any increase or decrease in the number of
issued Shares resulting from a stock split, reverse stock split, stock dividend,
combination or  reclassification  of the Common Stock,  or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of  consideration  by the Company;  provided,  however,  that  conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of  consideration."  Such adjustment shall be made by the Board,
whose  determination  in that respect  shall be final,  binding and  conclusive.
Except as  expressly  provided  herein,  no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of Shares subject to an Option.

     In the event of the  proposed  dissolution  or  liquidation  of the Company
other than in  connection  with a Change in Control,  the Option will  terminate
immediately prior to the consummation of such proposed action,  unless otherwise
provided by the Board.  The Board may, in the exercise of its sole discretion in
such  instances,  declare that any Option shall  terminate as of a date fixed by
the Board and give each  Optionee  the right to exercise his Option as to all or
any part of the Optioned  Stock,  including  Shares as to which the Option would
not  otherwise  be  exercisable.  In the  event of the  proposed  sale of all or
substantially  all of the assets of the  Company,  or the merger of the  Company
with or into another  corporation  in a transaction  in which the Company is not
the  survivor,  the Option  shall be assumed or an  equivalent  option  shall be
substituted by such successor corporation,  subject to the provisions of Section
8.F above.

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<PAGE>


     13. Time of Granting Options. The date of grant of an Option shall, for all
purposes,  be the date on which the Board makes the determination  granting such
Option.  Notice of the  determination  shall be given to each Optionee  within a
reasonable time after the date of such grant. Within a reasonable time after the
date of the grant of an Option, the Company shall enter into and deliver to each
Optionee a written  Stock  Option  Agreement  as provided in Sections 2.V and 17
hereof,  setting forth the terms and  conditions  of such Option and  separately
identifying  the portion of the Option which is an Incentive Stock Option and/or
the portion of such Option which is a Nonstatutory Stock Option.

     14. Amendment and Termination of the Plan.

          A.  Amendment  and  Termination.  The Board may amend or terminate the
     Plan from time to time in such  respects  as the Board may deem  advisable;
     provided that, the following revisions or amendments shall require approval
     of the shareholders of the Company in the manner described in Section 18 of
     the Plan:

               (1) An increase in the number of Shares subject to the Plan above
          400,000  Shares,  other than in connection  with an  adjustment  under
          Section 12 of the Plan;

               (2) Any  change  in the  designation  of the  class of  Employees
          eligible to be granted Incentive Stock Options; or

               (3) Any material  amendment  under the Plan that would have to be
          approved by the  shareholders of the Company for the Board to continue
          to be able to grant Incentive Stock Options under the Plan.


          B.  Effect  of  Amendment  or  Termination.   Any  such  amendment  or
     termination of the Plan shall not affect Options  already  granted and such
     Options  shall  remain in full force and effect as if the Plan had not been
     amended  or  terminated,  unless  mutually  agreed  otherwise  between  the
     Optionee and the Board,  which  agreement  must be in writing and signed by
     the Optionee and the Company.

     15. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance
and  delivery of such Shares  pursuant  thereto  shall  comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended,  the  Securities  Exchange  Act of 1934,  as  amended,  the  rules  and
regulations  promulgated  thereunder,  applicable state securities laws, and the
requirements of any stock exchange upon which the Shares may then be listed, and
shall be further  subject to the approval of legal  counsel for the Company with
respect to such compliance.

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<PAGE>


     As a condition to the  existence of an Option,  the Company may require the
person  exercising  such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present   intention   to  sell  or   distribute   such  Shares  and  such  other
representations  and  warranties  which in the opinion of legal  counsel for the
Company,  are  necessary or  appropriate  to  establish  an  exemption  from the
registration  requirements  under  applicable  federal and state securities laws
with respect to the acquisition of such Shares.

     16. Reservation of Shares. The Company,  during the term of this Plan, will
at all  times  reserve  and keep  available  such  number  of Shares as shall be
sufficient to satisfy the requirements of the Plan.  Inability of the Company to
obtain authority from any regulatory body having  jurisdiction,  which authority
is deemed by the Company's legal counsel to be necessary for the lawful issuance
and sale of any Share  hereunder,  shall  relieve the  Company of any  liability
relating to the failure to issue or sell such Shares as to which such  requisite
authority shall not have been obtained.

     17. Stock Option  Agreement.  Each Option  granted to an Optionee  shall be
evidenced by a written  Stock  Option  Agreement in such form as the Board shall
approve.

     18.  Shareholder  Approval.  Continuance  of the Plan  shall be  subject to
approval by the shareholders of the Company on or before December 31, 1999. Such
shareholder  approval and any shareholder  approval required under Section 14 of
the Plan, may be obtained at a duly held shareholders meeting by the affirmative
vote of the holders of a majority of the outstanding  shares of the voting stock
of the Company,  who are present or represented and entitled to vote thereon, or
by  unanimous  written  consent  of the  shareholders  in  accordance  with  the
provisions of the Colorado Business Corporation Act.

     19.  Information to Optionees.  The Company shall provide to each Optionee,
during the period for which such  Optionee has one or more Options  outstanding,
copies of all annual  reports and other  information  which are  provided to all
shareholders  of the Company.  The Company shall not be required to provide such
information  if the  issuance  of  Options  under  the  Plan is  limited  to key
employees  whose duties in  connection  with the Company  assure their access to
equivalent information.

     20.  Gender.  As used herein,  the  masculine,  feminine and neuter genders
shall be deemed to include the others in all cases where they would so apply.

     21. CHOICE OF LAW. ALL QUESTIONS CONCERNING THE CONSTRUCTION,  VALIDITY AND
INTERPRETATION  OF THIS  PLAN AND THE  INSTRUMENTS  EVIDENCING  OPTIONS  WILL BE
GOVERNED BY THE  INTERNAL  LAW,  AND NOT THE LAW OF  CONFLICTS,  OF THE STATE OF
COLORADO.

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<PAGE>



     IN WITNESS WHEREOF,  the Company has caused its duly authorized  officer to
execute this Plan effective as of February 8, 1999.

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



                                    By: /s/  John E. Kelly
                                        ----------------------------------------
                                        John E. Kelly, President


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