February 4, 1998


Pak Mail Centers of America, Inc.
3033 South Parker Road, Suite 1200
Aurora, Colorado  80014-2934

     Re:   Exchange of Series B Preferred Stock for Series C Preferred Stock

Ladies and Gentlemen:

     The  undersigned  is the  registered  holder  of 1,000  shares  of Series B
Preferred Stock ("Preferred  Stock") of Pak Mail Centers of America,  Inc. ("Pak
Mail"). Effective November 30, 1997, the undersigned has relinquished any rights
to dividends on the Preferred  Stock. In November 1997, the undersigned  offered
to exchange  the  undersigned's  shares of  Preferred  Stock for 1,000 shares of
Series C  Preferred  Stock  having  the  terms and  conditions  set forth in the
Articles of Amendment to the  Articles of  Incorporation  of Pak Mail Centers of
America, Inc. attached hereto as Exhibit A and for a warrant to purchase 280,000
shares of the Common  Stock of Pak Mail as set forth in the  Warrant to Purchase
Shares of Common  Stock of Pak Mail  Centers of America,  Inc.  that is attached
hereto as Exhibit B.

     In connection with such offer, the undersigned  represents to Pak Mail that
the  undersigned  has had access made  available to the  undersigned to complete
information  concerning  Pak  Mail,  that  the  undersigned  is  an  "accredited
investor" as that term is defined in Regulation D adopted  under the  Securities
Act of 1933, as amended  ("Act"),  that the  undersigned  will hold the Series C
Preferred  Stock and any shares of Common  Stock issued upon  conversion  of the
Series  C  Preferred  Stock  for the  undersigned's  own  account  and  that the
undersigned has no present agreement, understanding or arrangement to subdivide,
sell,  assign,  transfer or otherwise dispose of all or any part of the Series C
Preferred  Stock or any shares of Common  Stock  issued upon  conversion  of the
Series C Preferred Stock to any other person.

     The undersigned  understands that the Series C Preferred Stock has not been
registered  under the Act and that the  undersigned  cannot  sell the  shares of
Series C Preferred Stock unless such shares are registered under the Act and any
applicable  state  securities laws or unless  exemptions from such  registration
requirements are available.

     The undersigned  understands that the certificate  evidencing the shares of
Series C Preferred Stock will contain a legend restricting  transfer pursuant to
an effective  registration  statement  under the Act or pursuant to an exemption
from the registration requirements of the Act, the availability of which must be
established to the satisfaction of Pak Mail.



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Pak Mail Centers of America, Inc.
February 4, 1998
Page 2


     If the undersigned's offer to exchange is acceptable to Pak Mail, please so
indicate by executing a copy of this letter where  provided and the  undersigned
will return to Pak Mail for exchange the certificates representing the shares of
Preferred Stock to be exchanged for 1,000 shares of Series C Preferred Stock and
the warrants.  Further,  the  undersigned  agrees that upon such exchange  being
made,  effective  November 30, 1997, the undersigned will have no further rights
pursuant to the Series A Preferred  Stock and that Pak Mail will have no further
obligations with respect thereto.

                                      Sincerely yours,

                                      D. P. KELLY & ASSOCIATES, L.P.

                                      By:  C&G Management Company, Inc.
                                           its General Partner

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


The  offer of  exchange  of PAK MAIL  INVESTMENT  PARTNERSHIP,  L.P.  is  hereby
accepted this 4th day of February, 1998.

                                      PAK MAIL CENTERS OF AMERICA, INC.



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