EXHIBIT 2(a)






                          AGREEMENT AND PLAN OF MERGER
                                   dated as of
                                October 17, 2002
                                 by and between
                        PAK MAIL CENTERS OF AMERICA, INC.
                                       and
                           PAK MAIL ACQUISITION CORP.


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                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
BACKGROUND.....................................................................1
ARTICLE I - THE MERGER.........................................................1
     SECTION 1.1  THE MERGER...................................................1
     SECTION 1.2  THE CLOSING..................................................1
     SECTION 1.3  EFFECTIVE TIME...............................................1
     SECTION 1.4  EFFECTS OF THE MERGER........................................1
     SECTION 1.5  ORGANIZATIONAL DOCUMENTS.....................................2
     SECTION 1.6  DIRECTORS AND OFFICERS.......................................2
     SECTION 1.7  CONVERSION OF SHARES.........................................2
     SECTION 1.8  PURCHASER COMMON STOCK.......................................2
ARTICLE II - PAYMENT...........................................................3
     SECTION 2.1  SURRENDER OF CERTIFICATES....................................3
     SECTION 2.2  EXCHANGE AGENT; CERTIFICATE SURRENDER PROCEDURES.............3
     SECTION 2.3  TRANSFER BOOKS...............................................3
     SECTION 2.4  TERMINATION OF FUNDS.........................................4
     SECTION 2.5  LOST CERTIFICATES............................................4
     SECTION 2.6  NO RIGHTS AS SHAREHOLDER.....................................4
     SECTION 2.7  WITHHOLDING..................................................4
     SECTION 2.8  OPTIONS......................................................4
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF THE COMPANY....................5
     SECTION 3.1  CORPORATE EXISTENCE AND POWER................................5
     SECTION 3.2  CORPORATE AUTHORIZATION; APPROVALS...........................5
     SECTION 3.3  GOVERNMENTAL AUTHORIZATION...................................5
     SECTION 3.4  NON-CONTRAVENTION............................................6
     SECTION 3.5  CAPITALIZATION...............................................6
     SECTION 3.6  SUBSIDIARY...................................................6
     SECTION 3.7  SEC DOCUMENTS................................................7
     SECTION 3.8  FINANCIAL STATEMENTS; LIABILITIES............................7
     SECTION 3.9  INFORMATION TO BE SUPPLIED...................................8
     SECTION 3.10  ABSENCE OF CERTAIN CHANGES..................................8
     SECTION 3.11  LITIGATION AND LEGAL COMPLIANCE.............................8
     SECTION 3.12  TAXES.......................................................8
     SECTION 3.13  CONTRACTS...................................................9
     SECTION 3.14  EMPLOYEE BENEFIT PLANS; LABOR MATTERS.......................9
     SECTION 3.15  INTELLECTUAL PROPERTY......................................10
     SECTION 3.16  REAL PROPERTY..............................................10
     SECTION 3.17  BROKERS' FEES; OPINION OF FINANCIAL ADVISOR................10
ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF THE PURCHASER..................11
     SECTION 4.1  CORPORATE EXISTENCE AND POWER...............................11
     SECTION 4.2  CORPORATE AUTHORIZATION; APPROVALS..........................11
     SECTION 4.3  SHARE OWNERSHIP.............................................11
     SECTION 4.4  GOVERNMENTAL AUTHORIZATION..................................11
     SECTION 4.5  NON-CONTRAVENTION...........................................11
     SECTION 4.6  INFORMATION TO BE SUPPLIED..................................12
     SECTION 4.7  LITIGATION..................................................12
     SECTION 4.8  AVAILABILITY OF FUNDS.......................................12
     SECTION 4.9  BROKERS' FEES...............................................12

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ARTICLE V - COVENANTS.........................................................12
     SECTION 5.1  REASONABLE BEST EFFORTS.....................................12
     SECTION 5.2  INTERIM OPERATIONS..........................................13
     SECTION 5.3  SHAREHOLDER MEETING.........................................13
     SECTION 5.4  CERTAIN FILINGS.............................................13
     SECTION 5.5  DIRECTOR AND OFFICER LIABILITY..............................14
     SECTION 5.6  PUBLIC ANNOUNCEMENTS........................................15
     SECTION 5.7  ACCESS TO INFORMATION.......................................15
     SECTION 5.8  NOTICE OF DEVELOPMENTS......................................16
ARTICLE VI - CONDITIONS TO THE CONSUMMATION OF THE MERGER.....................16
     SECTION 6.1  CONDITIONS TO THE OBLIGATIONS OF EACH PARTY.................16
     SECTION 6.2  CONDITIONS TO THE OBLIGATIONS OF THE COMPANY................16
     SECTION 6.3  CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER..............16
ARTICLE VII - TERMINATION.....................................................17
     SECTION 7.1  TERMINATION.................................................17
     SECTION 7.2  EFFECT OF TERMINATION.......................................18
     SECTION 7.3  FEES AND EXPENSES...........................................18
ARTICLE VIII - MISCELLANEOUS..................................................18
     SECTION 8.1  NONSURVIVAL OF REPRESENTATIONS AND WARRANTIES...............18
     SECTION 8.2  SUCCESSORS AND ASSIGNS......................................18
     SECTION 8.3  AMENDMENT...................................................18
     SECTION 8.4  SEVERABILITY................................................18
     SECTION 8.5  EXTENSION OF TIME; WAIVER...................................18
     SECTION 8.6  COUNTERPARTS................................................19
     SECTION 8.7  DESCRIPTIVE HEADINGS........................................19
     SECTION 8.8  NOTICES.....................................................19
     SECTION 8.9  NO THIRD-PARTY BENEFICIARIES................................19
     SECTION 8.10  ENTIRE AGREEMENT...........................................19
     SECTION 8.11  GOVERNING LAW..............................................20


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                             TABLE OF DEFINED TERMS


          Affiliates                                       Section 3.9
          Agreement                                        Preamble
          Articles of Merger                               Section 1.3
          Certificate                                      Section 2.1
          Closing                                          Section 1.2
          Closing Date                                     Section 1.2
          Colorado Business Corporation Act                Background
          Company                                          Preamble
          Constituent Corporations                         Section 1.1
          Contracts                                        Section 3.13(a)
          Disclosure Schedules                             Article III
          Dissenting Shares                                Section 1.7(c)
          Effective Time                                   Section 1.3
          Employee Plan                                    Section 3.14(a)
          ERISA                                            Section 3.14(a)
          Exchange Act                                     Section 3.2(b)
          Exchange Agent                                   Section 2.2
          Financial Advisor                                Section 3.17(a)
          Financial Statements                             Section 3.8(a)
          GAAP                                             Section 3.8(a)
          Governmental Entity                              Section 3.3
          Indemnified Parties                              Section 5.5(a)
          Intellectual Property                            Section 3.15
          Knowledge of the Company                         Section 3.11(a)
          Laws                                             Section 3.11(a)
          Lien                                             Section 3.6
          Material Adverse Effect                          Section 3.1
          Merger                                           Background
          Merger Consideration                             Section 1.7(a)
          Options                                          Section 2.8(a)
          Option Plans                                     Section 2.8(a)
          Outside Date                                     Section 7.1
          Purchaser                                        Preamble
          Preferred Shares                                 Section 3.5(a)
          Proxy Statement                                  Section 5.4(a)
          Recommendation                                   Section 5.3
          SEC                                              Section 3.7
          SEC Documents                                    Section 3.7
          Securities Act                                   Section 3.3
          Shareholder Approval                             Section 3.2(c)
          Shareholder Meeting                              Section 5.3
          Shares                                           Section 1.7(a)
          Subsidiary                                       Section 3.1
          Surviving Corporation                            Section 1.1
          Tax                                              Section 3.12(a)
          Tax Returns                                      Section 3.12(a)


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                          AGREEMENT AND PLAN OF MERGER

          This AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of
October 17, 2002 is made by and between Pak Mail Centers of America, Inc., a
Colorado corporation (the "Company"), and Pak Mail Acquisition Corp., a Colorado
corporation (the "Purchaser").

                                   BACKGROUND

          The Board of Directors of each of the Company and the Purchaser deem
it advisable and in the best interests of their respective companies and
shareholders to consummate the merger of the Purchaser with and into the
Company, upon the terms and subject to the conditions set forth herein (the
"Merger"), and have adopted resolutions in accordance with Articles 101 to 117
of Title 7 of the Colorado Revised Statutes, as amended (the "Colorado Business
Corporation Act"), adopting and approving this Agreement, the Merger and the
other transactions contemplated herein.

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

                                    ARTICLE I
                                   THE MERGER

          Section 1.1 The Merger. Subject to the terms and conditions of this
Agreement, at the Effective Time (as defined in Section 1.3) the Purchaser will
be merged with and into the Company in accordance with the provisions of the
Colorado Business Corporation Act. Following the Merger, the Company will
continue as the surviving corporation (the "Surviving Corporation") and the
separate corporate existence of the Purchaser will cease. The Purchaser and the
Company are sometimes referred to collectively as the "Constituent
Corporations."

          Section 1.2 The Closing. Unless this Agreement has been terminated
pursuant to Section 7.1, the closing of the transactions contemplated by this
Agreement (the "Closing") will take place at 10:00 a.m., local time, on a date
to be specified by the parties that is no later than the third business day
following satisfaction or waiver of the conditions set forth in Article VI (the
"Closing Date"), at the offices of Jenner & Block, LLC, One IBM Plaza, Chicago,
Illinois, unless another date, time or place is agreed to in writing by the
parties.

          Section 1.3 Effective Time. Upon the terms and subject to the
conditions of this Agreement, on the Closing Date (or on such other date as the
parties may agree) the Company will file with the Colorado Secretary of State
appropriate articles of merger (the "Articles of Merger") and make all other
filings or recordings required by the Colorado Business Corporation Act in
connection with the Merger. The Merger will be consummated on the later of the
date on which the Articles of Merger have been filed with the Colorado Secretary
of State or such time as is agreed upon by the parties and specified in such
Articles of Merger. The time the Merger becomes effective in accordance with the
Colorado Business Corporation Act is referred to in this Agreement as the
"Effective Time."

          Section 1.4 Effects of the Merger. The Merger will have the effects
set forth in this Agreement and Article 111 of the Colorado Business Corporation
Act. Without limiting the generality of the foregoing, as of the Effective Time,
the Surviving Corporation will succeed to all the properties, rights,
privileges, powers, franchises and assets of the Constituent Corporations, and
all debts, liabilities and duties of the Constituent Corporations will become
debts, liabilities and duties of the Surviving Corporation.

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          Section 1.5 Organizational Documents. At the Effective Time, the
articles of incorporation and bylaws of the Company (as in effect immediately
prior to the Effective Time), will become the articles of incorporation and
bylaws of the Surviving Corporation until thereafter amended in accordance with
their respective terms and the Colorado Business Corporation Act.

          Section 1.6 Directors and Officers. The directors and the officers of
the Company at the Effective Time will be the initial directors and officers of
the Surviving Corporation and will hold office from the Effective Time in
accordance with the articles of incorporation and bylaws of the Surviving
Corporation until their respective successors are duly elected or appointed and
qualified.

          Section 1.7 Conversion of Shares. As of the Effective Time, by virtue
of the Merger and without any action on the part of the Company or the Purchaser
or their respective shareholders:

          (a) each share of the Company's common stock, par value $0.001 per
share, issued and outstanding immediately prior to the Effective Time (the
"Shares"), other than Shares owned by the Purchaser that are to be canceled
pursuant to (b) below and Dissenting Shares (as defined in (c) below) will be
converted into the right to receive, upon the surrender of the certificate
formerly representing such Share in accordance with this Agreement, $0.0516 in
cash, without interest (the "Merger Consideration");

          (b) each Share owned immediately prior to the Effective Time by the
Purchaser will be canceled and extinguished; and

          (c) notwithstanding anything in this Agreement to the contrary, Shares
outstanding immediately prior to the Effective Time and held by a holder who has
not voted in favor of the Merger or consented thereto in writing and who has
complied with all of the relevant provisions of Article 113 of the Colorado
Business Corporation Act regarding appraisal for such Shares ("Dissenting
Shares"), will not be converted into a right to receive the Merger
Consideration, unless such holder fails to perfect or withdraws or otherwise
loses its right to appraisal. The Company will give the Purchaser prompt written
notice of any and all demands for appraisal rights, withdrawal of such demands
and any other communications delivered to the Company pursuant to Article 113 of
the Colorado Business Corporation Act, and the Company will give the Purchaser
the opportunity, to the extent permitted by applicable Law (as defined in
Section 3.11), to participate in all negotiations and proceedings with respect
to such demands. Except with the prior written consent of the Purchaser, the
Company will not voluntarily make any payment with respect to any demand for
appraisal rights and will not settle or offer to settle any such demand. Each
holder of Dissenting Shares who becomes entitled to payment for such Dissenting
Shares under the provisions of Article 113 of the Colorado Business Corporation
Act, will receive payment thereof from the Surviving Corporation and such
Dissenting Shares will no longer be outstanding and will automatically be
canceled and retired and will cease to exist.

          (d) At the Effective Time, each issued and outstanding share of Series
C preferred stock, par value $1,000 per share, of the Company will become one
issued and outstanding share of Series C preferred stock, par value $1,000 per
share, of the Surviving Corporation.

          Section 1.8 Purchaser Common Stock. Each share of common stock, par
value $0.001 per share, of the Purchaser outstanding immediately prior to the
Effective Time will be automatically canceled at the Effective Time, and the
holders thereof shall receive in exchange therefore, one share of common stock
in the Surviving Corporation for each such canceled share.

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                                   ARTICLE II
                                     PAYMENT

          Section 2.1. Surrender of Certificates. From and after the Effective
Time, each holder (except for Purchaser) of a certificate that immediately prior
to the Effective Time represented an outstanding Share (a "Certificate") will be
entitled to receive in exchange therefor, upon surrender thereof to the Exchange
Agent (as defined in Section 2.2), the Merger Consideration into which the
Shares evidenced by such Certificate were converted pursuant to the Merger. No
interest will be payable on the Merger Consideration to be paid to any holder of
a Certificate irrespective of the time at which such Certificate is surrendered
for exchange.

          Section 2.2 Exchange Agent; Certificate Surrender Procedures.

          (a) On or prior to the Effective Time, the Purchaser and the Company
will designate (and enter into an agreement with) an institution or trust
company to act as exchange agent for the Merger Consideration (the "Exchange
Agent"). As soon as reasonably practicable after the Effective Time, the
Surviving Corporation will deposit with the Exchange Agent, for the benefit of
the holders of Shares, the aggregate Merger Consideration required to be paid
hereunder. Pending payment of such funds to the holders of Certificates, the
Merger Consideration will be held and may be invested by the Exchange Agent as
the Surviving Corporation directs (so long as such directions do not impair the
rights of holders of Shares) in direct obligations of the United States for
which the full faith and credit of the United States is pledged to provide for
the payment of principal and interest, or commercial pape of the highest quality
by Moody's Investors Services, Inc. or Standard & Poor's Corporation. Any net
profit resulting from, or interest or income produced by, such investments will
be payable to the Surviving Corporation or its designee, in the Surviving
Corporation's sole discretion. The Purchaser will promptly replace any funds
lost through any investment made pursuant to this section. The Exchange Agent
will, pursuant to irrevocable instructions, deliver to each holder of Shares
under and in accordance with (b) below, the Merger Consideration payable to each
such holder. The Merger Consideration deposited with the Exchange Agent will not
be used for any purpose other than as set forth in this Agreement.

          (b) As soon as reasonably practicable after the Effective Time, the
Surviving Corporation will instruct the Exchange Agent to mail to each record
holder of a Certificate (i) a letter of transmittal (which will specify that
delivery will be effected, and risk of loss and title to such Certificates will
pass, only upon delivery of Certificates to the Exchange Agent, and will be in
such form and have such other provisions as the Surviving Corporation will
reasonably specify) and (ii) instructions for use in effecting the surrender of
Certificates for the Merger Consideration. Upon the surrender to the Exchange
Agent of such Certificates together with a duly executed and completed letter of
transmittal and all other documents and other materials required by the Exchange
Agent to be delivered in connection therewith, the holder will be entitled to
receive the Merger Consideration into which the Certificates so surrendered have
been converted in accordance with the provisions of this Agreement. Until so
surrendered, each outstanding Certificate will be deemed from and after the
Effective Time, for all corporate purposes, to evidence the right to receive the
Merger Consideration into which the Shares represented by such Certificate have
been converted in accordance with the provisions of this Agreement.

          Section 2.3 Transfer Books. The stock transfer books of the Company
will be closed at the Effective Time, and no transfer of any Shares will
thereafter be recorded on any of the stock transfer books. In the event of a
transfer of ownership of any Shares prior to the Effective Time that is not
registered in the stock transfer records of the Company at the Effective Time,
the Merger Consideration into which such Shares have been converted in the
Merger will be paid to the transferee in accordance with the provisions of
Section 2.2 only if the Certificate is surrendered as provided in Section 2.1
and accompanied by all documents required to evidence and effect such transfer
(including evidence of payment of any applicable stock transfer taxes).

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          Section 2.4 Termination of Funds. Any portion of the Merger
Consideration that remains undistributed one hundred eighty (180) days after the
Effective Time will be delivered to the Surviving Corporation upon demand, and
each holder of Shares who has not previously surrendered Certificates in
accordance with the provisions of this Article II will thereafter look only to
the Surviving Corporation for satisfaction of any claims for the Merger
Consideration such holder may have. Notwithstanding the foregoing, neither the
Purchaser nor the Surviving Corporation will be liable to any former holder of
Shares for any portion of the Merger Consideration delivered to any public
official pursuant to any applicable abandoned property, escheat or similar Law.

          Section 2.5 Lost Certificates. If any Certificate has been lost,
stolen or destroyed, upon the making of an affidavit (in form and substance
reasonably acceptable to the Exchange Agent and the Surviving Corporation) of
that fact by the person making such a claim, and, if required by the Surviving
Corporation, the posting by such person of a bond in such reasonable amount as
the Surviving Corporation may direct as indemnity against any claim that may be
made against or with respect to such Certificate, and after fulfillment of any
other conditions required by the Exchange Agent or the Surviving Corporation,
the Exchange Agent will deliver in exchange for such lost, stolen or destroyed
Certificate the Merger Consideration pursuant to Section 2.2.

          Section 2.6 No Rights as Shareholder. From and after the Effective
Time, the holders of Certificates will cease to have any rights as shareholders
of the Surviving Corporation except as otherwise expressly provided in this
Agreement or by applicable Laws, and the Surviving Corporation will be entitled
to treat each Certificate that has not yet been surrendered for exchange solely
as evidence of the right to receive the Merger Consideration into which the
Shares evidenced by such Certificate have been converted pursuant to the Merger.

          Section 2.7 Withholding. The Surviving Corporation will be entitled to
deduct and withhold from the Merger Consideration otherwise payable to any
former holder of Shares all amounts required by Law to be deducted or withheld
therefrom. To the extent that amounts are so withheld by the Surviving
Corporation, such withheld amounts will be treated for all purposes of this
Agreement as having been paid to the holder of the Shares in respect of which
such deduction and withholding was made by the Purchaser.

          Section 2.8 Options.

          (a) As soon as reasonably practicable following the date of this
Agreement, the Company's Board of Directors and any committee administering any
Option Plan (as defined in (b) below), will adopt such resolutions and/or take
such other actions as may be required or appropriate in the reasonable
discretion of the Company to effect the provisions of this section. Each option
to purchase Shares under any Option Plan unexercised and outstanding immediately
prior to the Effective Time (the "Options"), whether or not vested or
exercisable, will at the Effective Time be canceled and extinguished and will
cease to exist.

          (b) Prior to the Effective Time, the Purchaser and the Company will
use their reasonable best efforts to take all actions (including, if
appropriate, amending the terms of the Company's 1999 Incentive and
Non-statutory Employee Stock Option Plan, as amended prior to the date hereof
(collectively, the "Option Plans") or stock option or compensation plans or
arrangements of the Purchaser) that are necessary to give effect to the
transactions contemplated by, and the terms contained in, this section.

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                                   ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          Except as disclosed in the disclosure schedules of the Company (the
"Disclosure Schedules") or the SEC Documents (as defined in Section 3.7), the
Company represents and warrants to the Purchaser as follows:

          Section 3.1 Corporate Existence and Power. The Company and the
Subsidiary are each corporations duly organized, validly existing and in good
standing under the Laws of their respective jurisdictions of incorporation, and
have all requisite corporate power and authority to own, lease and operate their
respective properties and assets and to carry on their respective businesses as
presently being conducted. The Company and the Subsidiary are each duly
qualified or licensed to conduct business as a foreign corporation in each
jurisdiction where such qualification or licensing is necessary, except where
the failure to be so qualified would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect (as defined below). For
purposes of this Agreement, the term "Material Adverse Effect" means any change,
effect, occurrence or state of facts that is materially adverse to the business,
financial condition, operations or results of operations of the Company and Pak
Mail Crating & Freight Service, Inc., a Delaware corporation and a wholly-owned
subsidiary of the Company (the "Subsidiary"), taken as a whole, or the
Purchaser, as the case may be; provided, however, that the following are
excluded from the definition of "Material Adverse Effect" and from the
determination of whether such a Material Adverse Effect has occurred: (i) any
change, effect or occurrence that is generally applicable to the shipping,
receiving and packaging industry or the economy in general; or (ii) changes in
Laws (as defined in Section 3.11) (including common law, rules and regulations
or the interpretation thereof) or applicable accounting regulations and
principles.

          Section 3.2 Corporate Authorization; Approvals.

          (a) The execution, delivery and performance by the Company of this
Agreement and the consummation by the Company of the transactions contemplated
hereby are within the Company's corporate powers and, except for the Shareholder
Approval (as defined in (c) below), have been duly authorized by all necessary
corporate action. Assuming that this Agreement constitutes the valid and binding
obligation of the Purchaser, this Agreement constitutes a valid and binding
agreement of the Company, enforceable in accordance with its terms (except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and similar Laws of general
applicability relating to or affecting creditors' rights, or by general equity
principles, including principles of commercial reasonableness, good faith and
fair dealing).

          (b) The Company's Board of Directors, or an appropriate committee
thereof, has taken (or will take prior to the Merger) all action necessary so
that the exemption contemplated by Rule 16b-3(e) promulgated pursuant to the
Securities Exchange Act of 1934, as amended (together with the rules and
regulations promulgated thereunder, the "Exchange Act") is applicable to the
disposition of Shares and Options in or in connection with the Merger by all
directors and/or officers of the Company.

          (c) The affirmative vote of the holders of a majority of the
outstanding Shares on the applicable record date (the "Shareholder Approval") is
the only vote of the holders of any class or series of the Company's capital
stock necessary to approve the Merger and the consummation of the transactions
contemplated hereby.

          Section 3.3 Governmental Authorization. The execution, delivery and
performance by the Company of this Agreement and the consummation by the Company
of the transactions contemplated hereby do not require any filing or
registration with, notification to, or authorization, consent or approval of,

                                      A-5

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any federal, state or local governmental authority, court, administrative or
regulatory agency or commission (each a "Governmental Entity"), other than: (a)
the filing of (i) the Articles of Merger with the Secretary of State of Colorado
in accordance with the Colorado Business Corporation Act and (ii) appropriate
documents with the relevant authorities of other states or jurisdictions in
which the Company or the Subsidiary is qualified to do business; (b) compliance
with any applicable requirements of the Securities Act of 1933, as amended
(together with the rules and regulations promulgated thereunder, the "Securities
Act"), and the Exchange Act; (c) such actions as may be required under any
applicable state securities or blue sky Laws; and (d) such other actions or
filings that, if not obtained or made, would not, individually or in the
aggregate, reasonably be expected to have either a Material Adverse Effect, or
to prevent or materially impair the ability of the Company to consummate the
transactions contemplated by this Agreement.

          Section 3.4 Non-Contravention. The execution, delivery and performance
by the Company of this Agreement and the consummation by the Company of the
transactions contemplated hereby do not (a) contravene or conflict with the
Company's articles of incorporation or bylaws, or (b) violate, result in a
breach of, constitute a default (or an event which, with notice or lapse of
time, or both, would constitute a default) under, result in the termination of,
accelerate the performance required by, result in the creation or imposition of
any Lien (as defined in Section 3.6) upon any of the properties or assets of the
Company under, or require any consent, approval, notice or filing under, any of
the Contracts (as defined in Section 3.13), other than any of the foregoing that
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

          Section 3.5 Capitalization.

          (a) The authorized capital stock of the Company consists of
200,000,000 Shares and 10,000,000 shares of the Company's preferred stock,
without par value, of which 1,500 are designated as Series A preferred stock,
1,000 are designated as Series B preferred stock and 2,500 are designated as
Series C preferred stock. As of the close of business on October 15, 2002, (i)
3,650,921 Shares were issued and outstanding and no Shares were held in treasury
and (ii) no shares of Series A Preferred Stock were issued, outstanding or held
in treasury, (iii) no shares of Series B Preferred Stock were issued,
outstanding or held in treasury and (iv) 2,216.668 shares of Series C Preferred
Stock (the "Preferred Shares") were issued and outstanding and no Preferred
Shares were held in treasury. As of the close of business on October 15, 2002,
Options to acquire an aggregate of 172,227 Shares are outstanding under the
Option Plans. All outstanding shares of the capital stock of the Company have
been duly authorized and validly issued, and are fully paid, non-assessable and
free of preemptive rights.

          (b) Except as described above, as of the date hereof there are no
outstanding (i) shares of capital stock or other voting securities of the
Company; (ii) securities of the Company convertible into or exchangeable for
shares of capital stock or voting securities of the Company; or (iii) options,
warrants or other rights to acquire from the Company, any capital stock, voting
securities or securities convertible into or exchangeable for capital stock or
voting securities of the Company. There are no outstanding obligations of the
Company to repurchase, redeem or otherwise acquire any Shares.

          Section 3.6 Subsidiary.

          (a) All of the outstanding shares of capital stock of the Subsidiary
are owned directly by the Company free and clear of any Liens and free of any
other limitation or restriction, including any limitation or restriction on the
right to vote, sell or otherwise dispose of such capital stock or other
ownership interest (other than any of the foregoing that may exist under the
Securities Act or any state securities Laws) with such exceptions as would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. For purposes of this Agreement, "Lien" means any mortgage, lien,

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<PAGE>


pledge, charge, security interest or encumbrance of any kind in respect of an
asset, provided, however, that the term "Lien" will not include (i) liens for
water and sewer charges and current Taxes (as defined in Section 3.12) not yet
due and payable or being contested in good faith, (ii) mechanics', carriers',
workers', repairers', materialmen's, warehousemen's and similar liens, (iii)
purchase money liens and liens securing rental payments under capital lease
arrangements and (iv) other liens arising in the ordinary course of business and
not incurred in connection with the borrowing of money.

          (b) All outstanding shares of the capital stock of the Subsidiary have
been duly authorized and validly issued, and are fully paid and non-assessable.

          (c) The Subsidiary does not own or control directly or indirectly, or
have any direct or indirect equity participation in, any corporation,
partnership, limited liability company, joint venture or other entity.

          Section 3.7 SEC Documents. The Company has filed all material forms,
reports and documents required to be filed by it with the Securities and
Exchange Commission ("SEC") after January 1, 2000 and prior to the date of this
Agreement (together with the amendments and supplements to such filings, the
"SEC Documents"). Each SEC Document, as of its filing date (or if amended, as of
the date of its last amendment) complied as to form in all material respects
with the applicable requirements of the Securities Act and the Exchange Act, as
the case may be. No SEC Document filed pursuant to the Exchange Act or the
Securities Act, as of its filing date or effective date, as applicable (or if
amended or supplemented, as of the filing date or effective date, as applicable,
of its last amendment or supplement), contained any untrue statement of a
material fact or omitted to state any material fact necessary in order to make
the statements made therein, in the light of the circumstances under which they
were made, not misleading.

          Section 3.8 Financial Statements; Liabilities.

          (a) Each of the consolidated balance sheets included in the SEC
Documents fairly presents in all material respects the consolidated financial
position of the Company and the Subsidiary as of the respective dates thereof,
and the other related consolidated financial statements (including the notes
thereto) included therein fairly present in all material respects the results of
operations and cash flows of the Company and the Subsidiary for the respective
periods or as of the respective dates set forth therein (collectively, the
"Financial Statements"). As of the respective filing date for the applicable SEC
Document in which it was included, each of the Financial Statements (including
the notes thereto) complied in all material respects with the then-applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto, and was prepared in accordance with accounting principles
generally accepted in the United States ("GAAP") applied on a consistent basis
during the periods or as of the respective dates involved, except as otherwise
noted therein and subject, in the case of unaudited interim financial
statements, to normal year-end adjustments.

          (b) There are no material liabilities or obligations of the Company or
the Subsidiary of any kind whatsoever, whether accrued or unaccrued, absolute or
contingent, liquidated or unliquidated, or due or to become due, in each case,
other than liabilities or obligations referenced (whether by value or otherwise)
or reflected in the SEC Documents, the Financial Statements or disclosed in the
notes thereto (i) incurred since November 30, 2001 in the ordinary course of
business; (ii) under this Agreement or in connection with the transactions
contemplated hereby; (iii) of the Company and the Subsidiary under the
agreements, Contracts, leases, or licenses to which they are parties; and (iv)
which would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.

                                      A-7

<PAGE>


          Section 3.9 Information to Be Supplied. The information to be supplied
by the Company expressly for inclusion or incorporation by reference in the
Proxy Statement (as such term is defined in Section 5.4) will comply with the
applicable provisions of Section 5.4. The Proxy Statement will (with respect to
the Company) comply as to form in all material respects with the applicable
requirements of the Securities Act and the Exchange Act. Notwithstanding the
foregoing, the Company makes no representations or warranties with respect to
any information supplied by, or related to, the Purchaser or any of its
Affiliates (as such term is defined in Rule 12b-2 of the regulations promulgated
under the Exchange Act, "Affiliates") or advisors that is contained in, or
incorporated by reference into, the Proxy Statement.

          Section 3.10 Absence of Certain Changes. Except as otherwise
contemplated by this Agreement, since November 30, 2001 the Company and the
Subsidiary have conducted their businesses in the ordinary course consistent
with past practice, and there has not been (a) any damage, destruction or other
casualty loss (whether or not covered by insurance) affecting the business or
assets of the Company or the Subsidiary that would, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect or (b) any
action, event, occurrence, development or state of circumstances or facts that
would, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

          Section 3.11 Litigation and Legal Compliance.

          (a) As of the date hereof, there are no claims, actions, suits,
proceedings or investigations pending or to the actual knowledge of the
executive officers of the Company ("Knowledge of the Company"), threatened by or
against the Company or the Subsidiary that could, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. For
purposes of this Section 3.11, routine litigation with franchisees that do not
involve significant dollar amounts and that are in the ordinary course for a
franchisor, will not be deemed to have a Material Adverse Effect. Neither the
Company nor the Subsidiary is subject to any outstanding judgment, injunction,
order or decree of any Governmental Entity that could, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. There are
no judicial or administrative actions, proceedings or investigations pending, or
to the Knowledge of the Company, threatened, which question the validity of this
Agreement or any action taken or to be taken by the Company in connection with
this Agreement.

          (b) To the Knowledge of the Company, except for instances of
noncompliance that could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect, the Company and the Subsidiary are
in compliance with each federal, state and local law, statute, rule, regulation,
ordinance, permit, order or writ (collectively "Laws") to which the Company, the
Subsidiary or any of their respective assets or properties is subject.

          (c) To the Knowledge of the Company, each of the Company and the
Subsidiary has all permits, licenses, approvals, authorizations of, and
registrations with and under all Laws, and from all Governmental Entities
required by the Company and the Subsidiary to carry on their respective
businesses as currently conducted, except where the failure to have any of the
foregoing could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.

          Section 3.12 Taxes.

          (a) To the Knowledge of the Company, the Company and the Subsidiary
have each filed (after taking into account any extensions) all material reports,
returns, declarations or other filings required by any taxing authority
(collectively, the "Tax Returns") relating to any federal, local and state
income, sales, use, transfer, real property, personal property, social security,
unemployment, disability, payroll, employee or other withholding or other tax
("Tax") required by any applicable Laws relating to Taxes. All such Tax Returns

                                      A-8

<PAGE>


were correct and complete in all material respects when filed, and all Taxes
shown to be owed by the Company or the Subsidiary on such Tax Returns have been
paid. Other than any reserve for deferred Taxes established to reflect timing
differences between book and Tax treatment, the Company has made accruals for
Taxes on the Financial Statements that are adequate to cover, in all material
respects, any Tax liability of the Company and the Subsidiary determined in
accordance with GAAP through the date of the Financial Statements.

          (b) To the Knowledge of the Company, the Company and the Subsidiary
have each withheld with respect to its employees, creditors, independent
contractors, shareholders or other parties, all material federal and state
income taxes, FICA, FUTA and other Taxes required to be withheld.

          (c) To the Knowledge of the Company, there is no Tax deficiency
outstanding, assessed, or to the Knowledge of the Company, proposed against the
Company or the Subsidiary, except as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. Neither the
Company nor the Subsidiary has executed or requested any waiver of any statute
of limitations on or extending the period for the assessment or collection of
any material federal or material state Tax that is still in effect. There are no
liens for Taxes on the assets of Company or of the Subsidiary other than with
respect to Taxes not yet due and payable.

          (d) To the Knowledge of the Company, no claim has ever been made by a
Governmental Entity in a jurisdiction where any of the Company and the
Subsidiary do not file Tax Returns that it is or may be subject to Taxes in that
jurisdiction.

          (e) No material federal or state Tax audit or other examination of the
Company or the Subsidiary is presently in progress, nor has the Company or the
Subsidiary been notified either in writing or, to the Knowledge of the Company,
orally of any request for any such federal or state Tax audit or other
examination.

          Section 3.13 Contracts.

          (a) Each material contract of the Company or the Subsidiary (each, a
"Contract") is a valid, binding and enforceable obligation of the Company, and,
to the Knowledge of the Company, of the other party or parties thereto (except
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and similar Laws of general
applicability relating to or affecting creditors' rights, or by general equity
principles, including principles of commercial reasonableness, good faith and
fair dealing), and to the Knowledge of the Company, each Contract is in full
force and effect.

          (b) Neither the Company nor, to the Knowledge of the Company any other
party thereto, is in breach of or default under any term of any Contract or has
repudiated any term of any Contract, except for such breaches, defaults or
repudiations that would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

          (c) The Company has not received any notice of termination,
cancellation or non-renewal with respect to any Contract, and to the Knowledge
of the Company, no other party to a Contract plans to terminate, cancel or not
renew any such agreement.

          Section 3.14 Employee Benefit Plans; Labor Matters.

          (a) Schedule 3.14(a) of the Disclosure Schedules contains an accurate
and complete list of each material "employee benefit plan," as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended

                                      A-9

<PAGE>


("ERISA"), each employment, severance or similar contract, plan, arrangement or
policy and each other plan or arrangement providing for compensation, bonuses,
profit-sharing, stock option or other stock related rights or other forms of
incentive or deferred compensation, health or medical benefits, disability
benefits, workers' compensation, supplemental unemployment benefits and
post-employment or retirement benefits which is maintained or contributed to by
the Company or the Subsidiary and covers any employee or former employee of the
Company or the Subsidiary ("Employee Plan"). The Company has complied in all
material respects with ERISA and all other applicable Laws in connection with
the Employee Plans.

          (b) Neither the Company nor the Subsidiary is a party to a collective
bargaining agreement or other labor union agreement and, as of the date hereof,
with respect to the Company and the Subsidiary, (i) to the Knowledge of the
Company, there is no union organizing activity currently underway; (ii) no
complaints of discrimination (including charges relating to sex, age, race,
national origin, disability or veteran status) are pending before any
Governmental Entity; and (iii) no work stoppage or labor dispute is pending.

          (c) None of the Employee Plans will obligate the Company or the
Subsidiary to pay any separation, severance, termination or similar benefit
solely as a result of any transaction contemplated by this Agreement or solely
as a result of a change in control or ownership within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended.

          (d) There are no pending or, to the Knowledge of the Company,
threatened actions, suits, investigations or claims with respect to any Employee
Plan (other than routine claims for benefits) which would reasonably be expected
to result in any material liability to the Company or the Subsidiary (whether
direct or indirect), and to the Knowledge of the Company, there are no facts
which would reasonably be expected to give rise to any such actions, suits,
investigations or claims.

          Section 3.15 Intellectual Property. The Company and the Subsidiary own
or have adequate rights to use all patents, trademarks, service marks, trade
names, copyrights, trade secrets and other intellectual property rights
(collectively, the "Intellectual Property") necessary to carry on their
respective businesses as currently conducted, except where the failure to own or
have adequate rights would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. Neither the Company nor the
Subsidiary has received any written notice of infringements of or conflict with,
the rights of others with respect to the use of any Intellectual Property, other
than such as would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.

          Section 3.16 Real Property. Neither the Company nor the Subsidiary
owns any real property.

          Section 3.17 Brokers' Fees; Opinion of Financial Advisor.

          (a) Except for Duff & Phelps, LLC (the "Financial Advisor"), there is
no investment banker, broker or finder that has been retained by, or is
authorized to act on behalf of, the Company or the Subsidiary who might be
entitled to any fee or commission from the Company, the Subsidiary or the
Purchaser upon consummation of the transactions contemplated by this Agreement.

          (b) The Company has received (i) a report of the Financial Advisor
dated July 11, 2002 that, as of May 31, 2002 and based on and subject to the
assumptions, qualifications and limitations of such opinion, the fair market
value of the Shares on a controlling interest basis is reasonably stated in the
range of $50,000 to $250,000, and (ii) an opinion from the Financial Advisor
dated October 17, 2002 that the Merger Consideration is fair to the Company's
shareholders, other than the Purchaser and its affiliates, from a financial
point of view.

                                      A-10

<PAGE>


                                   ARTICLE IV
                        REPRESENTATIONS AND WARRANTIES OF
                                  THE PURCHASER

          The Purchaser represents and warrants to the Company as follows:

          Section 4.1 Corporate Existence and Power. The Purchaser is a
corporation duly organized, validly existing and in good standing under the Laws
of the State of Colorado, and has all requisite corporate power and authority to
own, lease and operate its properties and assets and to carry on its business as
presently being conducted. The Purchaser is duly qualified or licensed to
conduct business as a foreign corporation in each jurisdiction where such
qualification or licensing is necessary, except where the failure to be so
qualified would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect on its ability to consummate the transactions
contemplated by this Agreement. Since the date of its incorporation, the
Purchaser has not engaged in any activities other than in connection with or as
contemplated by this Agreement.

          Section 4.2 Corporate Authorization; Approvals. The execution,
delivery and performance by the Purchaser of this Agreement and the consummation
by the Purchaser of the transactions contemplated hereby are within the
Purchaser's corporate powers and have been duly authorized by all necessary
corporate action. Assuming that this Agreement constitutes the valid and binding
obligation of the Company, this Agreement constitutes a valid and binding
agreement of the Purchaser, enforceable in accordance with its terms (except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and similar Laws of general
applicability relating to or affecting creditors' rights, or by general equity
principles, including principles of commercial reasonableness, good faith and
fair dealing).

          Section 4.3 Share Ownership. 2,897,078 Shares are owned directly by
the Purchaser free and clear of any Liens with such exceptions as would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

          Section 4.4 Governmental Authorization. The execution, delivery and
performance by the Purchaser of this Agreement and the consummation by the
Purchaser of the transactions contemplated hereby do not require any filing or
registration with, notification to, or authorization, consent or approval of any
Governmental Entity on behalf of the Purchaser, other than (a) the filing of the
Articles of Merger in accordance with the Colorado Business Corporation Act; (b)
compliance with any applicable requirements of the Securities Act and the
Exchange Act; (c) such actions as may be required under any applicable state
securities or blue sky Laws, and (d) such other actions or filings that, if not
obtained or made, would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on the ability of the Purchaser to
consummate the transactions contemplated by this Agreement.

          Section 4.5 Non-Contravention. The execution, delivery and performance
by the Purchaser of this Agreement and the consummation by the Purchaser of the
transactions contemplated hereby do not contravene or conflict with the
Purchaser's articles of incorporation or bylaws in any manner which would,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on the ability of the Purchaser to consummate the transactions
contemplated by this Agreement.

                                      A-11

<PAGE>


          Section 4.6 Information To Be Supplied. The information to be supplied
by the Purchaser expressly for inclusion or incorporation by reference in the
Proxy Statement will comply with the applicable provisions of Section 5.4. The
Proxy Statement will (with respect to the Purchaser) comply as to form in all
material respects with the applicable requirements of the Securities Act and the
Exchange Act. Notwithstanding the foregoing, the Purchaser makes no
representations or warranties with respect to any information supplied by, or
related to, the Company or any of its advisors that is contained in, or
incorporated by reference into, any of the foregoing documents.

          Section 4.7 Litigation. As of the date hereof, there are no claims,
actions, suits, proceedings or investigations pending or to the knowledge of the
Purchaser, threatened by or against the Purchaser that would, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect on its
ability to consummate the transactions contemplated by this Agreement. The
Purchaser is not subject to any outstanding judgment, injunction, order or
decree of any Governmental Entity that would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on its ability to
consummate the transactions contemplated by this Agreement. There are no
judicial or administrative actions, proceedings or investigations pending, or to
the knowledge of the Purchaser, threatened, which question the validity of this
Agreement or any action taken or to be taken by the Purchaser in connection with
this Agreement.

          Section 4.8 Availability of Funds. The Purchaser has, or has received
a financing commitment pursuant to which it will have, sufficient funds
available to enable it to consummate the transactions contemplated by this
Agreement as of the Effective Date of the Merger.

          Section 4.9 Brokers' Fees. No investment banker, broker or finder has
been retained by, or is authorized to act on behalf of, the Purchaser, or might
be entitled to any fee or commission from the Purchaser, the Company or the
Subsidiary upon consummation of the transactions contemplated by this Agreement.

                                    ARTICLE V
                                    COVENANTS

          Section 5.1 Reasonable Best Efforts.

          (a) Subject to the terms and conditions hereof, each party will use
its reasonable best efforts to take, or cause to be taken, all actions and to
do, or cause to be done, all things necessary, proper or advisable to consummate
the transactions contemplated by this Agreement as promptly as reasonably
practicable, provided that nothing in this section will require the Company to
take any action which would be inconsistent with the fiduciary duties of its
Board of Directors as such duties would exist under applicable Law in the
absence of this section.

          (b) Prior to the Closing Date, each of the parties will (i) give all
required notices to third parties and Governmental Entities and use its
reasonable best efforts to obtain all third party and governmental consents and
approvals that it is required to obtain in connection with this Agreement, the
Merger and the other transactions contemplated hereby and (ii) use its
reasonable best efforts to prevent any preliminary or permanent injunction or
other order by a Governmental Entity that seeks to modify, delay or prohibit the
consummation of the transactions contemplated by this Agreement and, if issued,
to appeal any such injunction or order through the appellate court or body for
the relevant jurisdiction. In connection with the foregoing, each party (y) will
promptly notify the other party in writing of any communication received by that
party or its Affiliates from any Governmental Entity, and subject to applicable
Law, provide the other party with a copy of any such written communication (or
written summary of any oral communication), and (z) not participate in any
substantive meeting or discussion with any Governmental Entity in respect of any
filing, investigation or inquiry concerning the transactions contemplated by

                                      A-12

<PAGE>


this Agreement unless it consults with the other party in advance, and to the
extent permitted by such Governmental Entity, give the other party the
opportunity to attend and participate thereat.

          (c) In connection with and without limiting the foregoing, the
Purchaser and the Company will (i) take all action reasonably necessary to
ensure that no state takeover statute or similar statute or regulation is or
becomes applicable to the Merger, this Agreement or any of the other
transactions contemplated hereby and (ii) if any such statute or regulation
becomes applicable hereto, take all action reasonably necessary to ensure that
the Merger and the other transactions contemplated hereby may be consummated as
promptly as reasonably practicable on the terms contemplated by this Agreement
and otherwise to minimize or eliminate the effect of such statute or regulation
on the Merger and the other transactions contemplated by this Agreement. The
Company and the Purchaser will each furnish to one another and to their
respective counsel all such information as may be required in order to
accomplish the foregoing actions.

          Section 5.2 Interim Operations. Except as set forth in Schedule 5.2 of
the Disclosure Schedules or as otherwise expressly contemplated or permitted
hereby or as consented to in writing by the Purchaser, from the date hereof
until the Effective Time, the Company will, and will cause the Subsidiary to,
conduct its business in all material respects in the ordinary course consistent
with past practice and will use its reasonable best efforts to preserve intact
its present business organization, assets, licenses, permits, Contracts and
relationships with suppliers, customers and others having business relations
with it.

          Section 5.3 Shareholder Meeting. As soon as reasonably practicable,
the Company will duly call, give notice of, convene and hold a special meeting
of its shareholders (the "Shareholder Meeting") for the purpose of obtaining the
Shareholder Approval. The Company will set the date for the Shareholder Meeting.
Except as required in order to satisfy the fiduciary duties of the Company's
Board of Directors under applicable Law, the Company's Board of Directors will
recommend approval by its shareholders of this Agreement (the "Recommendation"),
will take all lawful action to solicit the Shareholder Approval and will not
withdraw the Recommendation.

          Section 5.4 Certain Filings.

          (a) As promptly as reasonably practicable, the Company will prepare
and file with the SEC a proxy statement relating to the Shareholder Meeting
(together with any amendments thereof or supplements thereto, the "Proxy
Statement"). Each of the Company and the Purchaser will furnish all information
concerning it and the holders of its capital stock as the other may reasonably
request in connection with the preparation of the Proxy Statement. The Company
will mail the Proxy Statement to its shareholders as promptly as reasonably
practicable and, if necessary, after the Proxy Statement has been so mailed,
promptly circulate amended, supplemental or supplemented proxy material, and, if
required in connection therewith, resolicit proxies.

          (b) No amendment or supplement to the Proxy Statement will be made by
the Company without the approval of the Purchaser. The Company will advise the
Purchaser, promptly after it receives notice thereof, of any request by the SEC
for amendment of the Proxy Statement, or comments thereon and responses thereto,
or requests by the SEC for additional information. The Company will use its
reasonable best efforts to prepare and file any such amendments and/or respond
to any such requests as promptly as reasonably practicable.

                                      A-13

<PAGE>


          (c) The Company agrees that the information supplied by the Company
for inclusion in the Proxy Statement will not, at (i) the time the Proxy
Statement (or any amendment thereof or supplement thereto) is first mailed to
the shareholders of the Company; (ii) the time of the Shareholder Meeting; and
(iii) the Effective Time, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.

          (d) The Purchaser agrees that the information supplied by the
Purchaser for inclusion in the Proxy Statement will not, at (i) the time the
Proxy Statement (or any amendment thereof or supplement thereto) is first mailed
to the shareholders of the Company; (ii) the time of the Shareholder Meeting;
and (iii) the Effective Time, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.

          (e) If at any time prior to the Effective Time, the Company or the
Purchaser discovers any information relating to either party or any of their
respective officers or directors that should be set forth in an amendment or
supplement to the Proxy Statement, so that such document would not include any
misstatement of a material fact or omit to state any material fact necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading, the party that discovers such information will promptly
provide written notice to the other party hereto and the Company will prepare an
appropriate amendment or supplement describing such information that will be
promptly filed with the SEC and, to the extent required by Law, disseminated to
the shareholders of the Company.

          Section 5.5 Director and Officer Liability.

          (a) From and after the Closing Date, the Purchaser will cause the
Surviving Corporation to indemnify, defend and hold harmless each person who is
now, or has been at any time prior to the Effective Time, a director or officer
of the Company or the Subsidiary (collectively, the "Indemnified Parties") from
and against all losses, claims, damages and expenses (including reasonable
attorney's fees and expenses) arising out of or relating to actions or
omissions, or alleged actions or omissions, occurring at or prior to the
Effective Time to the fullest extent permitted from time to time by the Colorado
Business Corporation Act.

          (b) Any initial determination required to be made with respect to
whether any Indemnified Party may be entitled to indemnification will, if
requested by such Indemnified Party, be made by independent legal counsel
selected by the Indemnified Party and reasonably satisfactory to the Surviving
Corporation.

          (c) Subject to the remainder of this section, to the fullest extent
permitted from time to time under the Colorado Business Corporation Act, the
Purchaser will cause the Surviving Corporation to pay on an as-incurred basis
the reasonable fees and expenses of each Indemnified Party (including reasonable
attorney's fees and expenses) in advance of the final disposition of any action,
suit, proceeding or investigation that is the subject of the right to
indemnification, subject to reimbursement in the event such Indemnified Party is
not entitled to indemnification.

          (d) The provisions providing for director and officer indemnification,
abrogation of liability and advancement of expenses set forth in the articles of
incorporation or bylaws of the Company or any other applicable existing
agreement in effect as of the date hereof, will apply to each Indemnified Party
with respect to all matters occurring on or prior to the Effective Time. The
foregoing will not be deemed to restrict the right of the Surviving Corporation
to modify the provisions of its articles of incorporation relating to director

                                      A-14

<PAGE>


and officer indemnification, abrogation of liability or advancement of expenses
with respect to events or occurrences after the Closing Date, but such
modifications will not adversely affect the rights of the Indemnified Parties
hereunder. The Purchaser will cause the Surviving Corporation to honor the
provisions of this subsection.

          (e) Subject to any requirements pursuant to applicable insurance
policies that might conflict with the provisions of this subsection, in the
event any action, suit, investigation or proceeding is brought against any
Indemnified Parties and under applicable standards of professional conduct there
is a conflict of interest on any significant issue between the position of the
Purchaser (or the Surviving Corporation) and an Indemnified Party, the
Indemnified Parties may retain counsel, which counsel will be reasonably
satisfactory to the Purchaser, and the Purchaser will cause the Surviving
Corporation to pay all reasonable fees and expenses of such counsel for the
Indemnified Parties promptly as statements therefor are received, provided,
however, that (i) the Purchaser or the Surviving Corporation will have the right
to assume the defense thereof (which right will not affect the right of the
Indemnified Parties to be reimbursed for separate counsel as specified in the
preceding sentence); (ii) the Purchaser and the Indemnified Parties will
cooperate in the defense of any such matter; and (iii) neither the Purchaser nor
the Surviving Corporation will be liable for any settlement effected without its
prior written consent which requires either such party to pay any sum of money.

          (f) Upon learning of any loss, claim, damage or expense that may give
rise to a claim for indemnity hereunder, any Indemnified Party will promptly
notify the Purchaser thereof in writing, but any failure to give such notice
will not affect the indemnification obligations of any party under this section
unless such failure jeopardizes or prejudices the Purchaser or the Surviving
Corporation in any material respect.

          (g) The rights of each Indemnified Party hereunder will be in addition
to any other rights such Indemnified Party may have under the articles of
incorporation or bylaws of the Surviving Corporation or any of their respective
subsidiaries, under the Colorado Business Corporation Act, under agreements in
effect as of the date hereof or otherwise. Notwithstanding anything to the
contrary contained in this Agreement or otherwise, the provisions of this
section will survive the consummation of the Merger, and each Indemnified Party
will, for all purposes, be a third party beneficiary of the covenants and
agreements contained in this section and, accordingly, will be treated as a
party to this Agreement for purposes of the rights and remedies relating to
enforcement of such covenants and agreements and will be entitled to enforce any
such rights and exercise any such remedies directly against the Purchaser and
the Surviving Corporation.

          Section 5.6 Public Announcements. The initial press releases, if any,
issued by each party announcing the Merger and the transactions contemplated by
this Agreement will be in a form that is mutually acceptable to the Purchaser
and the Company. Thereafter, the Purchaser and the Company will consult with one
another before issuing any press releases or otherwise making any public
announcements (including communications with employees) with respect to the
transactions contemplated by this Agreement, and except as may be required by
fiduciary duties, applicable Law or by the rules and regulations of the SEC or
of the National Association of Securities Dealers in connection with the trading
of the Shares on the over-the-counter market, will not issue any such press
release or make any such announcement prior to such consultation.

          Section 5.7 Access to Information. The Company will, and will cause
the Subsidiary to, afford the Purchaser and its officers, employees, agents and
representatives full access to all premises, properties, employees, information,
books, records, Contracts and documents of or pertaining to the Company and the
Subsidiary.

                                      A-15

<PAGE>


          Section 5.8 Notice of Developments. The Company and the Purchaser will
each give prompt written notice to the other of the occurrence of any event that
would reasonably be expected to result in a Material Adverse Effect on either
party. Each of the Company and the Purchaser will give prompt written notice to
the other of the occurrence or failure to occur of an event that would, or, with
the lapse of time would reasonably be expected to cause any condition to the
consummation of the Merger not to be satisfied.


                                   ARTICLE VI
                  CONDITIONS TO THE CONSUMMATION OF THE MERGER

          Section 6.1 Conditions to the Obligations of Each Party. The
respective obligations of each party to consummate the Merger and the other
transactions contemplated hereby are subject to the satisfaction at or prior to
the Closing Date of each of the following conditions:

          (a) the Company will have obtained the Shareholder Approval; and

          (b) no order, decree, ruling, judgment or injunction will have been
enacted, entered, promulgated or enforced by any Governmental Entity of
competent jurisdiction that prohibits the Merger and the consummation of the
transactions contemplated by this Agreement substantially on the terms
contemplated hereby, and continue to be in effect.

          Section 6.2 Conditions to the Obligations of the Company. The
obligations of the Company to consummate the Merger and the other transactions
contemplated hereby are subject to the satisfaction at or prior to the Closing
Date of each of the following conditions, any of which may be waived by the
Company:

          (a) the representations and warranties of the Purchaser set forth in
Article IV will be true and correct in all material respects, in each case as of
the Effective Time (except to the extent expressly made as of an earlier date,
in which case, as of such date);

          (b) the Purchaser will have performed or complied with in all material
respects all covenants and obligations required to be performed or complied with
by it under this Agreement at or prior to the Effective Time; and

          (c) the Purchaser will have delivered to the Company a certificate,
dated as of the Closing Date and signed by an executive officer, certifying the
satisfaction of the conditions set forth.

          Section 6.3 Conditions to the Obligations of the Purchaser. The
obligations of the Purchaser to consummate the Merger and the other transactions
contemplated hereby are subject to the satisfaction at or prior to the Closing
Date of each of the following conditions, any of which may be waived by the
Purchaser:

          (a) the representations and warranties of the Company set forth in
Article III will be true and correct in all material respects, in each case as
of the Effective Time (except to the extent expressly made as of an earlier
date, in which case, as of such date);

          (b) the Company will have performed or complied with in all material
respects all obligations required to be performed or complied with by it under
this Agreement at or prior to the Effective Time;

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<PAGE>


          (c) from the date of this Agreement to the Effective Time, there will
not have been any event or development that has or could, individually or in the
aggregate, have a Material Adverse Effect with respect to the Company;

          (d) the Company will have delivered to the Purchaser a certificate,
dated as of the Closing Date and signed by an executive officer, certifying the
satisfaction of the conditions set forth above; and

          (e) no new claim, action, suit, proceeding or investigation will be
pending or threatened against the Company or the Subsidiary that relates to the
transactions contemplated by this Agreement or that otherwise may reasonably be
expected to have a Material Adverse Effect with respect to the Company.

                                   ARTICLE VII
                                   TERMINATION

          Section 7.1 Termination. This Agreement may be terminated at any time
prior to the Effective Time:

          (a) by mutual written agreement of the Purchaser and the Company;

          (b) by either the Purchaser or the Company, if:

              (i)   the Merger has not been consummated by January 31, 2003 (the
"Outside Date") provided that the party seeking to terminate this Agreement
pursuant to this clause has not breached in any material respect its obligation
under this Agreement in any manner that has substantially contributed to the
failure to consummate the Merger on or before the Outside Date;

              (ii)  (A) an order, decree, ruling, judgment or injunction has
been entered by a Governmental Entity of competent jurisdiction permanently
restraining, enjoining or otherwise prohibiting the consummation of the Merger
and such order, decree, ruling, judgment or injunction has become final and
non-appealable, and (B) the party seeking to terminate this Agreement pursuant
to this clause has used its reasonable best efforts to remove such order,
decree, ruling, judgment or injunction; or

              (iii) at the Shareholder Meeting (including any adjournment or
postponement thereof), the Shareholder Approval will not have been obtained,
unless such failure to obtain the Shareholder Approval is the result of a
material breach of this Agreement by the party seeking to terminate this
Agreement;

          (c) by the Company if (i) the Purchaser (A) breaches or fails to
perform or comply with any of its material covenants and agreements contained
herein, or (B) breaches its representations and warranties in any material
respect such that the conditions in Section 6.1 or 6.2 would not be satisfied,
and such breach is not cured within 20 days after written notice of such breach
is given by the Company, or (ii) subject to compliance with the provisions of
Section 5.3, if the Company's Board of Directors has withdrawn the
Recommendation; and

          (d) by the Purchaser if (i) the Company (A) breaches or fails to
perform or comply with any of its material covenants and agreements contained
herein, or (B) breaches its representations and warranties in any material
respect such that the conditions in Section 6.1 or 6.3 would not be satisfied,
and such breach is not cured within 20 days after written notice of such breach
is given by the Purchaser, (ii) the Company's Board of Directors has withdrawn
the Recommendation, or (iii) a claim, action, suit, proceeding or investigation

                                      A-17

<PAGE>


is filed, instituted, commenced or threatened against the Company or the
Subsidiary on or after the date of this Agreement that relates to the
transactions contemplated by this Agreement or that otherwise may reasonably be
expected to have a Material Adverse Effect with respect to the Company.

          Section 7.2 Effect of Termination. If any party terminates this
Agreement pursuant to Section 7.1, all rights and obligations of the parties
hereunder will terminate without any liability of any party to any other party,
except for any liability of any party then in breach, provided that the
provisions of this section, Section 7.3 and Article VIII will remain in full
force and effect and survive any termination of this Agreement.

          Section 7.3 Fees and Expenses. All fees and expenses incurred in
connection with the transactions contemplated hereby will be paid by the party
incurring such expenses, whether or not the Merger is consummated.

                                  ARTICLE VIII
                                  MISCELLANEOUS

          Section 8.1 Nonsurvival of Representations and Warranties. None of the
representations and warranties contained in this Agreement or in any
certificate, instrument or other writing delivered pursuant to this Agreement
will survive the Merger or the termination of this Agreement. Only the covenants
contained in Article I and Article II, Section 5.5, Section 7.2, Section 7.3 and
Article VIII will survive the Effective Time.

          Section 8.2 Successors and Assigns. Neither this Agreement nor any of
the rights, interests or obligations provided by this Agreement will be assigned
by any of the parties (whether by operation of Law or otherwise) without the
prior written consent of the other parties; provided, however, that the
Purchaser may assign all or any portion of its rights, interests or obligations
hereunder to one or more Affiliates of the Purchaser. Subject to the preceding
sentence, this Agreement will be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

          Section 8.3 Amendment. This Agreement may be amended by the execution
and delivery of a written instrument by or on behalf of the Purchaser and the
Company at any time before or after the Shareholder Approval, provided that
after obtaining the Shareholder Approval, no amendment to this Agreement will be
made without the approval of the shareholders of the Company if and to the
extent such approval is required under the Colorado Business Corporation Act.

          Section 8.4 Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable Law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable Law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.

          Section 8.5 Extension of Time; Waiver. At any time prior to the
Effective Time, the parties may extend the time for performance of or waive
compliance with any of the covenants, agreements or conditions of the other
party to this Agreement, and may waive any breach of the representations or
warranties of such other party. No agreement extending or waiving any provision
of this Agreement will be valid or binding unless it is in writing and is
executed and delivered by or on behalf of the party against which it is sought
to be enforced.

                                      A-18

<PAGE>


          Section 8.6 Counterparts. This Agreement may be executed in two or
more counterparts, each of which will be deemed an original, but all such
counterparts taken together will constitute one and the same Agreement.

          Section 8.7 Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and will not constitute a part of
this Agreement.

          Section 8.8 Notices. Any notice, request, instruction or other
document to be given hereunder will be in writing and delivered personally or
sent by registered or certified mail (postage prepaid) or by facsimile,
according to the instructions set forth below. Such notices will be deemed
given: at the time delivered by hand, if personally delivered; three business
days after being sent by registered or certified mail; and at the time when
receipt is confirmed by the receiving facsimile machine if sent by facsimile, as
follows:

          If to the Purchaser, to:           Pak Mail Acquisition Corp.
                                             701 Harger Road
                                             Oak Brook, Illinois  60523
                                             Attn.:  F. Edward Gustafson
                                             Facsimile:  (630) 571-0959

          With a copy (which will
          not constitute notice), to:        Jenner & Block, LLC
                                             One IBM Plaza
                                             Chicago, Illinois  60611
                                             Attn.:  Thomas A. Monson
                                             Facsimile:  (312) 840-8711

          If to the Company, to:             Pak Mail Centers of America, Inc.
                                             7173 South Havana Street
                                             Suite 600
                                             Englewood, Colorado  80112
                                             Attn.:  P. Evan Lasky
                                             Facsimile:  (800) 336-7363

          With a copy (which will
          not constitute notice), to:        Perkins Coie LLP
                                             1899 Wynkoop, Suite 700
                                             Denver, CO 80202-1043
                                             Attn.:  Kim I. McCullough
                                             Facsimile:  (303) 291-2400

or to such other address or to the attention of such other party that the
recipient party has specified by prior written notice to the sending party in
accordance with the preceding.

          Section 8.9 No Third-Party Beneficiaries. Except as provided pursuant
to Section 5.5, the terms and provisions of this Agreement will not confer
third-party beneficiary rights or remedies upon any person or entity other than
the parties hereto and their respective successors and permitted assigns.

          Section 8.10 Entire Agreement. This Agreement, the Disclosure
Schedules and the other documents referred to herein collectively constitute the
entire agreement among the parties and supersede any prior and contemporaneous
understandings, agreements or representations by or among the parties, written
or oral, that may have related in any way to the subject matter hereof.

                                      A-19

<PAGE>


          Section 8.11 Governing Law. THIS AGREEMENT AND THE DISCLOSURE
SCHEDULES WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF COLORADO, WITHOUT GIVING EFFECT TO ANY LAW OR RULE THAT WOULD CAUSE THE
LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF COLORADO TO BE APPLIED.

                                    * * * * *


                                      A-20

<PAGE>



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the date first
set forth above.


                                            PAK MAIL CENTERS OF AMERICA, INC.


                                            By:  /s/  P. Evan Lasky
                                               --------------------------------
                                                      P. Evan Lasky

                                            Its:  President and Chief Executive
                                                  -----------------------------
                                                  Officer
                                                  -----------------------------


                                            PAK MAIL ACQUISITION CORP.


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

                                            Its:  President
                                                  -----------------------------


                                      A-21