Exhibit 10(c)









                        PAK MAIL CENTERS OF AMERICA, INC.

                            MASTER LICENSE AGREEMENT

                                       FOR












                                            Country:
                                                     ---------------------------
                                            Master Licensee:
                                                            --------------------
                                            Office:
                                                    ----------------------------

<PAGE>

                        PAK MAIL CENTERS OF AMERICA, INC.
                            MASTER LICENSE AGREEMENT
                                TABLE OF CONTENTS

                                                                     Page Number
                                                                     -----------

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

2.       GRANT OF LICENSE; ASSIGNMENT......................................  1
         2.1.     Grant....................................................  1
         2.2.     Franchise and Marketer Agreements........................  2
         2.3.     Rights Reserved to Licensor..............................  2

3.       FEES PAID TO LICENSOR.............................................  2
         3.1.     License Fee..............................................  2
         3.2.     No Refundability.........................................  3
         3.3.     Initial Franchise Fees and Marketer Fees.................  3
         3.4.     Royalties................................................  3
         3.5.     Levies and Taxes.........................................  3
         3.6.     Manner of Payment........................................  3

4.       LICENSOR'S OBLIGATIONS............................................  4
         4.1.     Licensor's Duties........................................  4

5.       MASTER LICENSEE'S COVENANTS.......................................  5
         5.1.     Development of Licensed Territory........................  5
         5.2.     Development Schedule.....................................  5
         5.3.     Master License Office....................................  5
         5.4.     Initial Training Program.................................  5
         5.5.     Compliance with Policy and Procedures Manual.............  5
         5.6.     Protection and Promotion of Marks and System.............  6
         5.7.     Compliance with Laws.....................................  6
         5.8.     Payment of Taxes and Other Obligations...................  6
         5.9.     Control of Franchisees and Marketers.....................  6
         5.10.    Attendance at Licensor Conferences.......................  6
         5.11.    Written Materials........................................  6
         5.12.    Services to Franchisees and Marketers....................  7

6.       TRADE AND INDUSTRIAL SECRETS......................................  7
         6.1.     Trade and Industrial Secrets.............................  7
         6.2.     Use and Limitation on Use................................  8
         6.3.     Licensor's Rights to New Ideas...........................  8
         6.4.     Updated Information......................................  8



7.       REPRESENTATIONS OF MASTER LICENSEE................................  8
         7.1.     Representations of Master Licensee.......................  8

8.       ADVERTISING.......................................................  9
         8.1.     Standards................................................  9
         8.2.     Master Licensee's Advertising Account.................... 10

9.       SYSTEM STANDARDS.................................................. 10
         9.1.     System Standards......................................... 10
         9.2.     Incorporation of System Standards........................ 10
         9.3.     Restriction on Services and Products..................... 10

10.      MARKS AND PROPRIETARY RIGHTS...................................... 11
         10.1.    Ownership and Goodwill of Marks.......................... 11
         10.2.    Trade Secrets............................................ 11
         10.3.    No Other Mark............................................ 11
         10.4.    Cessation of Use at Termination.......................... 11
         10.5.    Protection of the Marks.................................. 11
         10.6.    Master Licensee's Trade Name............................. 12
         10.7.    Change of Marks.......................................... 12
         10.8.    Registration in Licensed Territory....................... 12

11.      REPORTS AND RECORDS............................................... 12
         11.1.    Periodic Reports......................................... 12
         11.2.    Annual Reports........................................... 13
         11.3.    Maintenance of Records................................... 13
         11.4.    Inspection and Audit..................................... 13

12.      ASSIGNMENT OF RIGHTS.............................................. 13
         12.1.    Assignment by Master Licensee............................ 13
         12.2.    Licensor's Approval of Transfer.......................... 14
         12.3.    Right of First Refusal................................... 14
         12.4.    Types of Assignment...................................... 15
         12.5.    Assignment by Licensor................................... 15
         12.6.    Master Licensee's Death or Incapacity.................... 15

13.      TERM AND EXPIRATION............................................... 16
         13.1.    Term..................................................... 16
         13.2.    Rights Upon Expiration................................... 16
         13.3.    Exercise of Option for Successor Franchise............... 16
         13.4.    Conditions of Refusal.................................... 16

14.      DEFAULT AND TERMINATION........................................... 17
         14.1.    Termination by Licensor - Prior Notice and Cure.......... 17


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         14.2.    Post-Termination Obligations of Master Licensee.......... 17
         14.3.    Licensor's Assumption of Agreements...................... 18

15.      RELATIONSHIP OF THE PARTIES/INDEMNIFICATION....................... 18
         15.1.    Independent Businesspersons.............................. 18
         15.2.    Indemnification.......................................... 18

16.      RESTRICTIVE COVENANTS............................................. 19
         16.1.    Non-Competition During Term.............................. 19
         16.2.    Post-Termination Covenant Not to Compete................. 19
         16.3.    No Interference.......................................... 20
         16.4.    Nondisclosure and Noncompetition Agreement............... 20

17.      INSURANCE......................................................... 20
         17.1.    Insurance Coverage....................................... 20
         17.2.    Proof of Insurance....................................... 20

18.      ENFORCEMENT....................................................... 20
         18.1.    Arbitration.............................................. 20

19.      MISCELLANEOUS PROVISIONS.......................................... 21
         19.1.    Modification............................................. 21
         19.2.    Delegation............................................... 21
         19.3.    Entire Agreement......................................... 21
         19.4.    No Right to Set-Off...................................... 21
         19.5.    Fees and Costs........................................... 21
         19.6.    Severability............................................. 22
         19.7.    Notices.................................................. 22
         19.8.    Excuse of Performance.................................... 22
         19.9.    Approval Within Licensed Territory....................... 22
         19.10.   Applicable Law........................................... 22
         19.11.   Translation of Agreement................................. 22


                                    EXHIBITS

A                 Addendum to Master License Agreement
B                 Nondisclosure and Noncompetition Agreement
C                 Mark Registrations in the Licensed Territory

                                      iii
<PAGE>

                        PAK MAIL CENTERS OF AMERICA, INC.
                            MASTER LICENSE AGREEMENT


     THIS  AGREEMENT  (the  "Agreement")  is made  this day of ,  19___,  by and
between PAK MAIL  CENTERS OF AMERICA,  INC.,  a Colorado  corporation,  with its
principal place of business located at 3033 South Parker Rd. Suite 1200, Aurora,
Colorado  80014 (the  "Licensor")  and , with its  principal  place of  business
located at (the  "Master  Licensee")  who, on the basis of the mutual  covenants
promises and agreements contained herein, agree as follows:

1. PURPOSE
   -------

     1.1. The Licensor has developed a concept for stores  offering a variety of
packaging,  mailing and communication services known as "Pak Mail Centers" which
operate  under  distinctive  business  formats,  systems,  methods,  procedures,
designs,  layouts and  specifications  (the  "System"),  which the  Licensor may
improve,  further  develop,  or otherwise modify from time to time. The Licensor
owns, uses, promotes and licenses certain trade names, trademarks, service marks
and other  commercial  symbols,  including the trade and service mark "PAK MAIL"
and  associated  logos,  which have  public  acceptance  and  goodwill,  and may
hereafter  create,  use and license  additional  trademarks,  service  marks and
commercial symbols (collectively referred to as the "Marks") in conjunction with
the operation of Pak Mail Centers.

     1.2. The  Licensor  grants  franchises  to use the Marks and System to: (1)
individuals   and   entities   who  develop   and   operate  Pak  Mail   Centers
("Franchisees") and (2) individuals and entities who market franchises to others
to operate Pak Mail Centers within a certain geographic area ("Marketers").

     1.3. The Master  Licensee  desires to license  others to act as Franchisees
and Marketers of Pak Mail Centers  within the Countries  referenced in Exhibit A
attached  to  this  Agreement  ("Licensed  Territory"),   under  the  terms  and
conditions which are contained in this Agreement.

2. GRANT OF LICENSE; ASSIGNMENT
   ----------------------------

     2.1.  Grant.  The Licensor  grants to the Master  Licensee,  and the Master
Licensee accepts from the Licensor, the right to use the Marks and the System in
connection  with the licensing of Franchisees  and Marketers of Pak Mail Centers
within the Licensed Territory.  The rights that are hereby granted to the Master
Licensee are for the specific Licensed  Territory and cannot be transferred from
or used outside of such Licensed  Territory,  nor can the boundaries  thereof be
altered or modified,  without the prior written  approval of the  Licensor.  The
Master Licensee  acknowledges that its continued exclusivity with respect to the
licensing of Pak Mail Centers in the  Licensed  Territory is dependent  upon the
Master's  continued  compliance with all terms and conditions of this Agreement.
The license granted pursuant to this Agreement shall sometimes be referred to as
the "Master License".


                                       
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     2.2. Franchise and Marketer  Agreements.  For each Pak Mail Center and each
Area  Marketer  franchise  developed  in  the  Licensed  Territory,  a  separate
franchise   agreement   ("Franchise   Agreement")  or  area  marketer  agreement
("Marketer  Agreement")  will be executed  between the Master  Licensee and each
Franchisee or Marketer,  as applicable.  The separate  Franchise  Agreements and
Marketer  Agreements to be executed  hereunder  shall include  provisions  which
shall obligate each Franchisee or Marketer, as applicable, to protect and defend
Licensor's  rights in and to the Marks and the System and to protect and enhance
the  quality  of and  goodwill  associated  with the  Marks  and the  System  by
including  provisions  reflecting  the  comparable  obligations  as those of the
Master  Licensee  hereunder,  as are set forth in: Section 2.3  (reservation  of
rights by the Licensor);  Section 5.3 (Policy and Procedures  Manual),  Sections
5.4 and 5.5 (quality control  compliance),  Article 6 in its entirety (Trade and
Industrial Secrets),  Article 9 in its entirety (System Standards),  and Article
10 in its entirety (Marks and Proprietary  Rights). In addition,  each Franchise
Agreement  and  Marketer  Agreement  shall  contain a  provision  to enable  the
Licensor  to exercise  its rights to acquire  the rights of the Master  Licensee
under each  Franchise  Agreement and Marketer  Agreement as set forth in Section
14.3 of this  Agreement.  The Master  Licensee shall be responsible for revising
the provisions of Franchise  Agreements and Marketer  Agreements for Franchisees
and Marketers, as applicable,  if necessary to comply and be consistent with the
laws and regulations  applicable in the Licensed Territory.  The Master Licensee
agrees  to  submit  its  proposed  forms of  Franchise  Agreement  and  Marketer
Agreement to the Licensor and to obtain the Licensor's  written approval of such
forms  before the  Master  Licensee  uses any such  agreements  in the  Licensed
Territory.

     2.3.  Rights Reserved to Licensor.  Notwithstanding  anything herein to the
contrary,  the Licensor and its affiliates reserve the rights, among others: (1)
to use, and to license  others to use, the Marks and System in  connection  with
the operation of a Pak Mail Center,  at any location  other than in the Licensed
Territory;  (2) to use the Marks to identify  other  services and products other
than those which the  Franchisees  sell,  promotional  and marketing  efforts or
related items, or to identify  services and products  similar to those which the
Franchisees sell, made available through  alternative  channels of distribution,
at any location;  and (3) to use and license the use of other  proprietary marks
or methods in connection with the sale of products and services similar to those
which the Franchisees sell,  whether in alternative  channels of distribution or
in  connection  with the  operation of packaging  and mailing  businesses at any
location, which businesses are the same as, or similar to, or different from PAK
MAIL Centers, on any terms and conditions as the Franchisor deems advisable. Any
right not expressly granted is to be deemed expressly reserved.

3. FEES PAID TO LICENSOR
   ---------------------

     3.1.  License  Fee.  The Master  Licensee  acknowledges  and agrees that in
developing the System,  the Licensor has made and continues to make  substantial
investments  of  time,  capital,  and  technical  and  commercial  research.  In
consideration of the license of the System, Marks,  confidential information and
trade secrets to be provided by the Licensor,  the Master Licensee agrees to pay
to the  Licensor  the  initial  fees  ("License  Fee")  described  in Exhibit A,
attached to this Agreement.

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     3.2. No Refundability. The Master Licensee acknowledges and agrees that the
License Fee  represents  payment for the initial  grant of the rights to use the
Marks and System,  for the  Licensor's  foregone  opportunity  to use or license
those rights and benefits  granted to the Master  Licensee  hereunder,  that the
Licensor  has earned the License Fee upon  receipt  thereof and that the License
Fee is under no circumstances refundable to the Master Licensee after it is paid
to the Licensor, regardless of whether the Master Licensee ever receives payment
of the full amount of any initial franchise fee from a Franchisee or Marketer or
whether the franchise  agreement between a Franchisee and the Master Licensee is
terminated for any reason.

     3.3.  Initial  Franchise Fees and Marketer Fees.  After Master Licensee has
paid the License Fee in accordance  with Section 3.1, the Master  Licensee shall
pay Licensor the amount  designated  in Exhibit A as the  "Franchise  Fee," each
time the Master  Licensee  signs a Franchise  Agreement with a Franchisee in the
Licensed  Territory  and the  Master  Licensee  shall pay  Licensor  the  amount
designated  in Exhibit A as the  "Marketer  Fee" each time the  Master  Licensee
signs a Marketer  Agreement with a Marketer in the Licensed Territory during the
term of this Agreement.  The Master Licensee shall not be entitled to a share of
the initial  franchise  fees from  individual  franchises  or fees paid for area
marketer rights, if any, sold by the Licensor in the Licensed Territory prior to
the execution of this Agreement.

     3.4.  Royalties.  The Master  Licensee  shall pay the Licensor a continuing
monthly royalty  ("Royalty"),  payable by the tenth day of the month,  for every
operating Pak Mail Center located in the Licensed  Territory  during the term of
this  Agreement.  For the  first  two  years of a Pak Mail  Center's  operation,
starting with the date of its opening for business,  the Master  Licensee  shall
pay U.S.$100.00 per month in Royalties; for the third through fifth years of the
Center's  operation,  the Master  Licensee  shall pay  U.S.$150.00  per month in
Royalties,  and; for each year thereafter the Center is in operation,  including
operation during any renewal terms of the individual  Franchise  Agreement,  the
Master Licensee shall pay U.S.$200.00 per month in Royalties.

     3.5. Levies and Taxes.  All payments by the Master Licensee to the Licensor
shall be made  without  any  deduction  for any  taxes,  except  that the Master
Licensee shall deduct and pay to appropriate taxing authority,  on behalf of the
Licensor, any amount which the Master Licensee is required to withhold under any
laws in the territory on payments  made by the Master  Licensee to the Licensor.
The Master Licensee shall transmit to the Licensor official receipts for payment
of all taxes  withheld.  If the Master  Licensee  fails to  withhold or pay such
taxes, it shall indemnify the Licensor for the full amount of such taxes and for
any loss or liability occasioned by the Master Licensee's failure to withhold as
required by law,  including,  but not limited to, any penalties,  interest,  and
expenses incurred by the Licensor.

     3.6. Manner of Payment. The fee payments made under this Agreement shall be
"net"  of  any   withholding   taxes  or  tariffs  imposed  by  governmental  or
quasigovernmental  authorities  in the Licensed  Territory or the United States.
All payments made to the Licensor  hereunder,  unless otherwise noted,  shall be
paid in United States  Dollars.  The Licensor may  designate and change  payment
instructions at any time upon prior written notice to the Master  Licensee.  The

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Master  Licensee  shall be solely  responsible  for the payment of any costs and
charges  incurred in connection  with the transfer and exchange of currency over
and above any fees paid hereunder.

4. LICENSOR'S OBLIGATIONS
   ----------------------

     4.1.  Licensor's  Duties.  The duties to be  performed  by the  Licensor in
connection with the Master License Program will include the following:

          a. The Licensor will use reasonable  and diligent  efforts to register
     the service mark "PAK MAIL" in the Licensed Territory.

          b.  The  Licensor  will  provide  newsletters,  ad  slicks  and  other
     advertising  materials,  as  they  may be  available  from  time  to  time;
     provided,  however,  that they  shall be in the  English  language  and the
     Master Licensee will be required to have them accurately translated for use
     in the Licensed Territory at the Master Licensee's own expense.

          c. The Licensor will make available,  in the English language,  one or
     more manuals, technical bulletins, or other written materials, covering the
     proper  operating  and  marketing  techniques  of the Pak Mail  Center  and
     standards and  specifications  for implementing the System,  and manuals or
     other written materials covering the Master License  operations,  which may
     include  advertising,  marketing,  franchise sales,  franchisee  selection,
     franchisee  support,  budgeting  and  forecasting,  systems  and  controls,
     management of the advertising  fund,  development  schedule issues,  public
     relations,  and related business systems and methods. The manuals and other
     written  information  described herein shall collectively be referred to as
     the "Policy and Procedures  Manual." The Master Licensee  understands  that
     the Licensor  shall accept no  responsibility  for insuring that the Policy
     and Procedures Manual,  and any information  contained therein apply or are
     consistent  with the laws,  regulations and customs  prevailing  within the
     Licensed  Territory.  The Licensor  reserves the right to revise the Policy
     and  Procedures  Manual from time to time as it deems  necessary  to update
     operating and marketing techniques or standards and specifications.

          d.  Licensor  will  provide  the  Master  Licensee  with two  weeks of
     training at Licensor's National Support Center in Aurora CO.

          e. Licensor will plan the number of support mission(s) to the Licensed
     Territory in the first year of this  Agreement as are designated in Exhibit
     A. These  missions  will  address  such  issues as site  selection,  Center
     build-out,  carrier  and  vendor  negotiations,  and sales  efforts.  Every
     additional year, Licensor will visit the Licensed Territory once as long as
     the Master Licensee is in compliance with this Agreement.


                                       4
<PAGE>



5. MASTER LICENSEE'S COVENANTS
   ---------------------------

     5.1. Development of Licensed Territory. The Master Licensee shall offer and
sell  licenses  in  a  manner  consistent  with  the  Licensor's  standards  and
specifications  as may be  established  by the Licensor from time to time and in
compliance  with any  applicable  laws and  regulations  directly or  indirectly
affecting  or  relating to the offer and sale of  licenses  or  franchises.  The
Master  Licensee  shall  uphold  the  Licensor's   qualification   standards  in
soliciting,   screening,   offering  and  selling   licenses  or  franchises  to
Franchisees and Marketers.  Each party shall be solely and fully responsible for
insuring  compliance  with all  applicable  laws and  regulations  by their  own
employees, agents and/or other representatives under their control.

     5.2. Development Schedule.  The Master Licensee agrees that during the term
of this  Agreement,  the Master  Licensee  will meet and  maintain the sales and
opening  goals  ("Sales  and  Opening  Goals")  set  forth in  Exhibit A to this
Agreement.  The  Licensor  and the Master  Licensee  must agree to the Sales and
Opening  Goals for any renewal of the Master  License as set forth in Article 13
of this Agreement.

     5.3. Master License Office. The Master Licensee agrees to obtain and at all
times  during  the term of this  Agreement  maintain  office  facilities  in the
Licensed  Territory for operation of the Master License ("Master  Office").  The
Licensor shall approve the Master Office  location by its designation in Exhibit
A to this  Agreement  or by later  executing  a Rider to Exhibit A if the Master
Office location is not chosen as of the date of execution of this Agreement. The
Master  Office shall have a dedicated  phone line which shall be answered in the
name of PAK MAIL and shall  otherwise be equipped and furnished and have signage
in a manner consistent with the image and minimum standards of the Licensor.

     5.4.  Initial  Training  Program.  The  Master  Licensee  agrees  that  its
responsibilities  to Franchisees and Marketers in the Licensed Territory include
the provision of an initial Pak Mail training  program for each  Franchisee  and
Marketer, to be conducted at the Master Office, for two individuals representing
each Pak Mail Franchisee and Marketer.

     5.5.  Compliance  with Policy and Procedures  Manual.  The Master  Licensee
shall use the Marks and System only as  specified  in the Policy and  Procedures
Manual.  The Master  Licensee  agrees  that it shall  comply with the Policy and
Procedures Manual as an essential aspect of its obligations under this Agreement
and failure to substantially comply with the Policy and Procedures Manual may be
considered a breach of this Agreement.  The Policy and Procedures  Manual is the
sole  property of the  Licensor  and shall be used by the Master  Licensee  only
during the term of this  Agreement and in strict  accordance  with the terms and
conditions  hereof,  except as the same may be revised or waived to comply or be
consistent with law, regulation, or custom prevailing in the Licensed Territory.
The Master  Licensee  shall not  duplicate the Policy and  Procedures  Manual or
disclose its contents to persons other than the Marketers or  Franchisees in the
Licensed Territory, or employees or officers who have signed a Nondisclosure and
Noncompetition  Agreement  substantially  similar to that  attached as Exhibit B


                                       5


                                       
<PAGE>

hereto  and  only to the  extent  that the  disclosure  of said  information  is
required  under this  Agreement  and the Policy  and  Procedures  Manual for the
operation of the Master License  business.  The Master Licensee shall return the
Policy and Procedures Manual to the Licensor upon the expiration, termination or
assignment of this Agreement.

     5.6.  Protection  and  Promotion of Marks and System.  The Master  Licensee
shall  operate  the  Master  License  business  in  accordance  with the  System
standards  set by the  Licensor  and in such a manner as not to detract  from or
adversely  reflect upon the name and reputation of the Licensor and the goodwill
associated  with the PAK MAIL name and  Marks.  The Master  Licensee  shall make
every effort to protect,  maintain and promote the Marks and the System,  and to
prevent  imitations  and  infringements  upon the Marks and  System,  within the
Licensed Territory.

     5.7.  Compliance  with Laws.  The Master  Licensee shall conduct itself and
operate its Master License  business in compliance  with all applicable laws and
ordinances  in the  Licensed  Territory.  In  connection  therewith,  the Master
Licensee shall be solely and fully responsible for obtaining and maintaining any
and all  government  permits,  registrations,  licenses or similar  approvals to
carry on the Master License business.

     5.8.  Payment of Taxes and Other  Obligations.  The Master  Licensee  shall
promptly  pay when due all taxes  and  other  obligations  incurred  with  third
parties in the  operation of the Master  License  business,  including,  without
limitation,  value-added,   import/export,   national  insurance  contributions,
turnover taxes,  sales and withholding  taxes, and any and all accounts or other
indebtedness of every kind incurred by the Master Licensee in the conduct of the
Master  License.  In the event of a bona fide  dispute as to the  liability  for
taxes  assessed or other  indebtedness,  the Master  Licensee  shall  follow the
procedures of the appropriate  governmental authority in the Licensed Territory.
The Master  Licensee shall comply with all agreements with third parties related
to the business  including,  in  particular,  all  provisions  of any  Franchise
Agreements with Franchisees and any Marketer Agreements with Marketers.

     5.9. Control of Franchisees and Marketers. The Master Licensee shall assure
that the  standards  and  specifications  as set forth in any and all  Franchise
Agreements, Marketer Agreements and the Policy and Procedures Manual and any and
all other standards and specifications  which are part of the System established
by the Licensor are, in turn,  established and maintained by the Master Licensee
and the  Marketers and  Franchisees  with respect to all Pak Mail Centers in the
Licensed Territory.

     5.10. Attendance at Licensor Conferences.  The Master Licensee shall attend
on-going  conferences,  conventions and seminars  offered by the Licensor to PAK
MAIL Franchisees which are offered on a national basis in the United States, and
those offered on an international basis.

     5.11. Written  Materials.  The Master Licensee agrees to develop and use in
connection  with its  Master  License  business  only  such  written  materials,
training  manuals and supplies  which comply with the  Licensor's  standards and
specifications.  Unless  provided  to the Master  Licensee  in the  language  in
dominant use in the Licensed Territory,  the Master Licensee shall pay all costs


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<PAGE>

of  translation  for such  written  materials  and  training  manuals  as may be
necessary for use in the Licensed Territory.

     5.12. Services to Franchisees and Marketers.  The Master Licensee agrees to
perform its  obligations  as a special agent of the Licensor in accordance  with
the terms  and  conditions  of this  Agreement,  and only  within  the  Licensed
Territory,  to perform certain site approval and development services as defined
in this Section below ("Site  Services")  and to establish and maintain  certain
supply  services as defined in this Section  ("Supply  Services")  in accordance
with the Licensor's standards and specifications. "Site Services" are defined as
follows:  (a) Approve or disapprove of the site submittal  packages  (containing
such  demographic,  commercial  and other  information  as the  Licensor and the
Master Licensee may reasonably  require) submitted to the Master Licensee by the
Franchisees  for each  location at which a Franchisee  proposes to establish and
operate  a PAK MAIL  Center  in the  Licensed  Territory;  (b)  Perform  on-site
inspections of all PAK MAIL Centers located in the Licensed Territory, including
the  mail  boxes,  equipment,  inventory  of boxes  and  packing  materials  and
supplies,  to ensure compliance with all standards and specifications set by the
Licensor.  "Supply Services" are defined as follows:  Establish and maintain all
necessary  relationships with suppliers located within the Licensed Territory of
mail boxes,  packing and shipping  supplies and  shipping  services  used in the
operation of PAK MAIL Centers in the Licensed  Territory in accordance  with the
Licensor's  standards and specifications.  The Master Licensee shall also obtain
the Licensor's prior written approval,  which approval shall not be unreasonably
withheld,  of any changes in the  Licensor's  standards and  specifications  for
supplies and materials used in and for the services  offered by PAK MAIL Centers
in the  Licensed  Territory.  Once the Master  Licensee  obtains the  Licensor's
approval therefor, the Master Licensee shall advise Franchisees and Marketers in
the Licensed  Territory  regarding  these changes and regarding the selection of
suppliers  for the purchase of such items used in  connection  with the PAK MAIL
Centers in the Licensed Territory.

6. TRADE AND INDUSTRIAL SECRETS
   ----------------------------

     6.1.  Trade and  Industrial  Secrets.  The  Master  Licensee  warrants  and
represents that the Licensor possesses certain trade and industrial secrets (the
"Trade and Industrial  Secrets")  relating to the operation of Pak Mail Centers,
which include:  (1) site selection criteria;  (2) methods,  processes,  formats,
specifications,   systems,   procedures,  sales  and  marketing  techniques  and
knowledge of and experience in the development and operation of Pak Mail Centers
including  any and  all  contents  of the  Policy  and  Procedures  Manual;  (3)
marketing programs;  (4) research and development relating to new businesses and
services; (5) knowledge of specifications for and suppliers of certain products,
services,  materials,  supplies,  equipment  and fixtures;  (6) the  proprietary
computer  software  program  and  designated  equipment;  and (7)  knowledge  of
operating results and financial  performance of Pak Mail Centers. The Licensor's
Trade and  Industrial  Secrets  shall be disclosed by the Licensor to the Master
Licensee  through  documents,  electronic  or  magnetic  means,  optical  disks,
microfilm,  film or other similar  instruments.  In view of the  foregoing,  any
unauthorized  disclosure  by the  Master  Licensee  of the Trade and  Industrial
Secrets provided by the Licensor pursuant to this Agreement,  shall be construed


                                       7


                                       
<PAGE>

as  disclosure  of the Trade and  Industrial  Secrets of the Licensor and shall,
therefore,  entitle the  Licensor to exercise all of the legal  actions  derived
from any applicable law and/or regulations the Licensor may deem convenient.

     6.2. Use and Limitation on Use. The Master Licensee acknowledges and agrees
it will not acquire any interest in Trade and Industrial Secrets, other than the
right to utilize disclosed Trade and Industrial  Secrets in operating the Master
License business during the term hereof and that use or duplication of any Trade
and Industrial  Secrets in any other business would  constitute an unfair method
of competition.  The Master Licensee  further  acknowledges  and agrees that the
Trade and  Industrial  Secrets are  proprietary,  include  trade  secrets of the
Licensor and are disclosed to the Master  Licensee  solely on the condition that
the Master Licensee agrees,  and the Master Licensee does hereby agree, that the
Master  Licensee:  (1) will not use Trade and  Industrial  Secrets  in any other
business or capacity;  (2) will maintain the absolute  confidentiality  of Trade
and Industrial Secrets during and after the term of this Agreement; (3) will not
make  unauthorized  copies  of any  portion  of  Trade  and  Industrial  Secrets
disclosed in written or other tangible  forms;  and (4) will adopt and implement
all reasonable  procedures that Licensor prescribes to prevent  unauthorized use
or disclosure of Trade and Industrial Secrets.

     6.3. Licensor's Rights to New Ideas. The Master Licensee  acknowledges that
the Licensor owns all aspects of the System,  whether now or hereafter developed
either by the  Licensor  or the Master  Licensee,  and all  know-how,  formulas,
concepts,  methods of doing business,  software and other technology  related to
the System.  All changes and  improvements  related to the System shall inure to
the benefit of and be owned by the Licensor. The Master Licensee shall fully and
promptly disclose to the Licensor, all ideas,  concepts,  methods and procedures
relating  to the  development  and/or  operations  of a  packaging  and  mailing
business  conceived or developed by the Master Licensee and/or its employees and
subfranchisees during the term of this Agreement.

     6.4. Updated Information.  The Master Licensee, within 30 days of receiving
any updated  information  regarding the Policy and Procedures  Manual,  shall in
turn update its copy of the Policy and  Procedures  Manual as  instructed by the
Licensor and shall conform its operations with the updated  provisions  within a
reasonable  time  thereafter.  The Master Licensee shall also be responsible for
ensuring that each of the  Franchisees  and Marketers in the Licensed  Territory
shall,  in turn,  update  their  copy of the  Policy  and  Procedures  Manual as
instructed by the Licensor,  and shall conform their operations with the updated
provisions  within a reasonable  period of time thereafter.  The Master Licensee
acknowledges  that a master copy of the Policy and Procedures  Manual maintained
by the Licensor at its principal  office shall be  controlling in the event of a
dispute relative to the content of any Policy and Procedures Manual.

7. REPRESENTATIONS OF MASTER LICENSEE
   ----------------------------------

     7.1. Representations of Master Licensee. The Master Licensee represents and
warrants that it has induced the Licensor to enter into this Agreement  based on
the following  representations  and warranties  made to Licensor.  The following
representations and warranties shall survive termination of this Agreement.

                                       8


                                      
<PAGE>


          a. The Master Licensee  understands and acknowledges that the Licensor
     has made no  promise or  guarantee,  express  or  implied,  that the Master
     Licensee will be able to comply with any  applicable  laws and  regulations
     concerning the sale of franchises in the Licensed Territory  throughout the
     entire term hereof,  but that the Master  Licensee is obligated to use best
     efforts to comply with the same.

          b.  The  Master   Licensee  has  no  in  no  manner  relied  upon  any
     representations or statements of actual,  average,  projected or forecasted
     sales,  profits or earnings made by the Licensor with respect to the Master
     License  business  in  the  Master  Licensee's  decision  to  execute  this
     Agreement.  The  Master  Licensee  understands  and  acknowledges  that the
     Licensor has no  experience  in developing or operating PAK MAIL Centers in
     the Licensed  Territory,  so that the Master Licensee has conducted its own
     independent  investigation  of what  operating  results  may be achieved by
     conducting the Master License business in the Licensed Territory.

          c. The Master Licensee  understands and  acknowledges  that the Policy
     and Procedures Manual provided by the Licensor  contains  information which
     may not be  applicable in the Licensed  Territory  and the Master  Licensee
     will be required to revise  those  sections  which are in turn  provided to
     Franchisees and Marketers.

          d. The Master  Licensee  acknowledges  that it has read this Agreement
     and  understands and accepts the terms contained in this Agreement as being
     reasonably  necessary to maintain the Licensor's  high standards of quality
     and service and the  uniformity  of those  standards and thereby to protect
     and preserve the goodwill of the Marks and the integrity of the System. The
     Master  Licensee   acknowledges   that  it  has  conducted  an  independent
     investigation  of the business  venture  contemplated by this Agreement and
     recognizes  that, like any other business,  the nature of this business may
     evolve and change over time,  that the investment  involves  business risks
     and that the  success of the venture is largely  dependent  upon the Master
     Licensee's  business  abilities and efforts.  The Master  Licensee  further
     represents  to the  Licensor,  as an  inducement  to its  entry  into  this
     Agreement,  that the  Master  Licensee  had made no  misrepresentations  in
     obtaining the license granted pursuant to this Agreement.

          e. The Master Licensee represents that it is familiar with and has the
     necessary managerial and financial ability to operate, develop and maintain
     the Master License business and that it has sufficient staff and offices to
     attempt to sell, train and support  prospective and future  Franchisees and
     Marketers  pursuant to the Licensor's  minimum  standards of quality and in
     accordance with the Policy and Procedures Manual.

8. ADVERTISING
   -----------

     8.1. Standards.  The Master Licensee  acknowledges that the advertising and
promotion  of the Master  License  business in  accordance  with the  Licensor's
standards and specifications regarding advertising is an essential aspect of the
System, and the Master Licensee agrees to comply with all advertising  standards
and specifications.

                                       9


                                       
<PAGE>


     8.2. Master Licensee's  Advertising Account. Any advertising fees collected
by the Master Licensee from Franchisees pursuant to the Franchise Agreements, or
from Marketers pursuant to the Marketer  Agreements,  and retained by the Master
Licensee,  shall be deposited by the Master  Licensee in separate bank accounts,
commercial  accounts or savings  accounts  ("Advertising  Account").  The Master
Licensee  will  make  available  to the  Licensor  and to  the  Franchisees  and
Marketers  in the  Licensed  Territory,  no later than 120 days after the end of
each calendar year, an annual  financial  statement for the Advertising  Account
which  indicates how deposits to the  Advertising  Account have been spent.  The
Advertising  Account will be  administered by the Master  Licensee,  in its sole
discretion,  and shall be used by the Master  Licensee on behalf of  Franchisees
and Marketers in the Licensed  Territory for  production  and placement of media
advertising,  direct response literature, direct mailings, brochures, collateral
material advertising, surveys of advertising effectiveness, or other advertising
or public relations expenditures relating to advertising.

9. SYSTEM STANDARDS
   ----------------

     9.1. System Standards. The Master Licensee acknowledges and agrees that the
development  and  operation  of the Pak  Mail  Centers  in  accordance  with the
specifications,   standards,   operating   procedures  and  rules  the  Licensor
prescribes  for the operation of Pak Mail Centers as  periodically  modified and
supplemented  by  Licensor  in its  discretion  during  the  term  (the  "System
Standards")  is the essence of this  Agreement  and  essential  to preserve  the
goodwill  of the Marks.  Therefore,  the Master  Licensee  agrees,  at all times
during the term hereof,  to maintain and operate,  and to require  Marketers and
Franchisees  to maintain and operate,  the Pak Mail Centers in  accordance  with
each and every  System  Standard.  The Master  Licensee  will  obtain PAK MAIL's
written approval prior to implementing any change to any System Standard.

     9.2.  Incorporation of System Standards.  The Master Licensee hereby agrees
that System Standards  prescribed from time to time in the Policy and Procedures
Manual,  or  otherwise  communicated  to the Master  Licensee in writing,  shall
constitute  provisions  of this  Agreement  as if fully  set forth  herein.  All
references to this Agreement shall include all System  Standards as periodically
modified.

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

                                       10


                                       
<PAGE>


10. MARKS AND PROPRIETARY RIGHTS
    ----------------------------

     10.1.   Ownership  and  Goodwill  of  Marks.  The  Master  Licensee  hereby
acknowledges  that the  Licensor is the sole owner of the Marks and any goodwill
established  thereby and the  Licensor has the sole right to license and control
the Master  Licensee's  use of the PAK MAIL service mark and other of the Marks,
and that the use of the Marks shall remain under the sole and exclusive  control
of the Licensor.  The Master Licensee  acknowledges that it has not acquired any
right,  title or interest in the Marks  except for the right to use the Marks in
the operation of the Master License Franchise in the Licensed Territory pursuant
to this Agreement.

     10.2.  Trade Secrets.  The Master  Licensee  hereby  acknowledges  that the
Licensor owns and controls the distinctive plan for the establishment, operation
and  promotion  of Pak Mail  Centers and all related  licensed  methods of doing
business,  previously  defined as the "System",  which may include,  but are not
limited to,  distinctive  layout,  design and decoration for the Pak Mail Center
structure, other commercial symbols, written promotional materials, advertising,
and accounting  systems,  all of which constitute trade secrets of the Licensor,
and the Master  Licensee  acknowledges  that the Licensor has valuable rights in
and to such trade secrets.  The Master Licensee further acknowledges that it has
not acquired any right,  title or interest in the System except for the right to
use the System in the operation of the Master License  business as it relates to
this Agreement or as may be granted by separate agreement with the Licensor. If,
in the course of operating its Master  License  Franchise,  the Master  Licensee
develops or improves any aspect of the System, any and all plans, methods, ideas
and  systems  related to such  development  or  improvement  shall  inure to the
benefit  of the  Licensor  and shall be owned by the  Licensor  as a part of the
System.

     10.3. No Other Mark. The Master Licensee  further agrees that no Mark other
than "PAK MAIL" or such other Marks as may be specified by the  Licensor,  shall
be used in the operation of the Master License business.

     10.4.  Cessation  of Use at  Termination.  In the event this  Agreement  is
terminated for any reason, the Master Licensee shall immediately cease using any
of the PAK  MAIL  System,  Marks,  trade  names,  trade  dress,  trade  secrets,
copyrights  or any other symbols used to identify the Master  License  business,
and  all  rights  the  Master  Licensee  had to  the  same  shall  automatically
terminate.  The Master Licensee agrees to execute any documents of assignment as
may be necessary  to transfer any rights the Master  Licensee may possess in and
to the Marks to the Licensor.  Nothing herein shall affect the Master Licensee's
rights as a franchisee under any existing franchise agreement.

     10.5.  Protection  of the Marks.  The Licensor  shall have the  affirmative
obligation  to  protect  and  defend  its use of the  Marks  and the  Licensor's
proprietary  interests  therein,  which  affirmative  obligations shall include,
without  limitation,  ascertaining  on a  periodic  basis  whether  there is any

                                       11


                                       
<PAGE>

infringing or illegal use of the Marks by any  unauthorized  parties  within the
Licensed Territory.  The Master Licensee shall notify the Licensor in writing of
any possible  infringement  or illegal use by others of the Marks, or trademarks
the  same  as or  substantially  similar  to the  Marks  which  may  come to its
attention.  The Master  Licensee  acknowledges  that the Licensor shall have the
right to  determine  whether  action  will be taken on account  of any  possible
infringement  or illegal  use.  If such  action is deemed to be  necessary,  the
Licensor  will  notify  the  Master  Licensee  who will be  responsible  for the
commencement  or prosecution of such action if the Licensor  determines it to be
reasonably  necessary for the continued  protection  and quality  control of the
Marks and System. The Licensor shall bear the cost of any such action, including
reasonable  lawyer's  fees.  The Master  Licensee  agrees to cooperate  with the
Licensor in any such litigation. The Master Licensee agrees not to institute any
action on account of any  possible  infringement  or illegal use  without  first
obtaining the Licensor's prior written consent.

     10.6. Master  Licensee's Trade Name. The Master Licensee  acknowledges that
the  Licensor  has a prior and  superior  claim to the Marks and PAK MAIL  trade
name. The Master  Licensee shall not license or use any of the PAK MAIL Marks or
trade names in the legal name of its company,  partnership or any other business
entity used in  conducting  the  business  provided for in this  Agreement.  The
Master  Licensee  also agrees not to  register or attempt to register  any trade
name  using the word "PAK MAIL" in the  Master  Licensee's  name or in any other
person or  business  entity  name  without  the  prior  written  consent  of the
Licensor.  When this Agreement is terminated,  the Master Licensee shall execute
any  assignment  or other  document  the  Licensor  requires  to transfer to the
Licensor any rights the Master  Licensee  may possess in a trade name  utilizing
the mark PAK MAIL or any other Mark owned by the Licensor.

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

     10.8.  Registration in Licensed Territory.  The Licensor has either applied
for or received trademark  registration in the countries comprising the Licensed
Territory  for the service mark "PAK MAIL" as  described in Exhibit C.  attached
hereto and by this reference  incorporated herein. If the trademark registration
has not been  obtained  as of the date of this  Agreement,  the Master  Licensee
acknowledges  and understands that the Licensor shall use best efforts to obtain
such  registration,  but there is no assurance that the Licensor will succeed in
obtaining such registration.

11. REPORTS AND RECORDS
    -------------------

     11.1.  Periodic  Reports.  The Master Licensee shall supply to the Licensor
such  reports  in a manner  and form as the  Licensor  may,  from  time to time,
reasonably  require,  including,  but not limited  to,  monthly  sales  reports,
submitted  to the  Licensor  no later  than the tenth day of each  month for all
sales  information  from the previous  month,  which sales  reports will include
information  on sales of franchises and revenues of each of the PAK MAIL Centers
in the Licensed Territory, identified by Franchisee and by location.

                                       12


                                      
<PAGE>


     11.2. Annual Reports.  The Master Licensee shall,  within 90 days after the
end of its fiscal year,  provide to the  Licensor,  in English,  annual  audited
financial statements, tax returns relating to the Master License business, and a
certification from an independent  certified public accountant that all sums due
and owing hereunder have been paid. If the  certification  shows an underpayment
of any amounts owed to the Licensor, these amounts shall be paid to the Licensor
concurrently  with the  submission of the  statements.  In addition,  the Master
Licensee shall,  within 45 days from the end of each calendar  quarter,  provide
the  Licensor  with  copies  of  quarterly  value  added  tax  returns  or other
assessments.  In addition,  the Master  Licensee  shall,  by January 1st of each
calendar  year,  submit to the Licensor its business and marketing  plan for the
Licensed  Territory for the upcoming  year,  together with a copy of its current
Policy and Procedures Manual used in the Licensed Territory within the preceding
year,  together with every Franchise  Agreement and Marketer  Agreement executed
within the preceding year.

     11.3.  Maintenance of Records. The Master Licensee shall maintain all books
and  records  for the Master  License  business  in  accordance  with  generally
accepted accounting principles, consistently applied, and preserve these records
for at least six years after the fiscal year to which they relate.

     11.4.  Inspection and Audit.  The Master Licensee shall permit the Licensor
to inspect and audit the books and records of the Master License business at any
reasonable time, at the Licensor's expense.

12. ASSIGNMENT OF RIGHTS
    --------------------

     12.1.  Assignment by Master  Licensee.  The Master License business granted
herein is  personal  to the  Master  Licensee  and except as stated  below,  the
Licensor  shall not allow or permit  any  transfer,  assignment,  sublicense  or
conveyance  of this  Agreement or any interest  hereunder.  The Master  Licensee
shall not sell,  transfer  or assign its  rights  under  this  Agreement  or any
interest  in it,  or any part or  portion  of the  entity  that  owns  it,  or a
substantial   portion  of  the  assets  used  in  carrying  out  this  Agreement
(including,  without limitation,  its right, title and interest to any Franchise
Agreement  to which it is a party),  unless  the  Master  Licensee  obtains  the
Licensor's  prior written  consent and the Master  Licensee  and/or the proposed
transferee comply with the following requirements:

          a. Payment of all amounts due and owing  pursuant to this Agreement by
     the Master  Licensee  to the  Licensor or to third  parties  whose debts or
     obligations  the Licensor has guaranteed on behalf of the Master  Licensee,
     if any;

                                       13

                    
<PAGE>


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

          c. An express  written  assumption  by the proposed  transferee of the
     Master Licensee's  obligations pursuant to this Agreement and all Franchise
     Agreements  executed with Franchisees and Marketer Agreements executed with
     Marketers in the Licensed Territory;

          d.  Provision by the Master  Licensee of 30 days' written notice prior
     to the proposed effective date of the transfer,  such notice to contain the
     material   terms  and  conditions  of  the  transfer,   including   without
     limitation, the price and terms of payment;

          e. Execution by the Master Licensee of a general release of all claims
     against the Licensor and an  acknowledgement  of the  termination of all of
     its rights in connection with this Agreement;

          f.  Payment by the Master  Licensee or the  proposed  transferee  of a
     transfer fee in an amount 10% of the total purchase price to be paid by the
     transferee,  whether  to be paid  in lump  sum or  financed;  this  amount,
     however, shall not exceed U.S.$25,000.00;

          g. The proposed  transferee  shall have  provided  information  to the
     Licensor  sufficient  for the Licensor to assess the proposed  transferee's
     business experience, aptitude,  creditworthiness and financial resources to
     operate the Master License business and the Licensor shall have ascertained
     that the proposed transferee meets such qualifications; and

          h.  The  proposed   transferee   shall  have  visited  the   corporate
     headquarters  of the Licensor and shall have been evaluated and approved by
     the Licensor.

     12.2.  Licensor's  Approval of Transfer.  The Licensor has 30 days from the
date of notice from the Master  Licensee to approve or  disapprove of the Master
Licensee's  proposed  assignment.  The  Master  Licensee  acknowledges  that the
Licensor may withhold approval of a proposed  assignment or proposed  transferee
for  any  justifiable  business  reason,   including  without  limitation,   the
transferee's  financial  capability or its  suitability to act as the Licensor's
special  agent in the Licensed  Territory,  irrespective  of how such  financial
capability or suitability compares to that of the Master Licensee. If the Master
Licensee and its proposed  transferee  comply with all conditions for assignment
set forth herein and the Licensor  has not given the Master  Licensee  notice of
its approval or disapproval within such period, approval is deemed granted.

     12.3.  Right of First Refusal.  In the event the Master  Licensee wishes to
sell,  transfer or assign its rights under this Agreement or any interest in it,
or any substantial  portion of the assets used in carrying out this Agreement to
a third  party,  the Master  Licensee  agrees to grant to the  Licensor a 30 day


                                       14


                                       
<PAGE>

right of first  refusal to purchase  such rights or assets on the same terms and
conditions as are  contained in the written  offer to purchase  submitted to the
Master Licensee by the proposed purchaser. The Master Licensee shall immediately
notify  the  Licensor  of such offer by  sending a written  notice via  courier,
telegram or telefax to the Licensor  enclosing a copy of the written  offer from
the proposed  purchaser  and receipt of such notice must be confirmed in writing
upon receipt by  Licensor.  Such right of first  refusal is  effective  for each
proposed  assignment.  Absence of a reply to the Master  Licensee's  notice of a
proposed assignment within the 30 day period is deemed a waiver of such right of
first refusal.  The right of first refusal period will run concurrently with the
period  in  which  the  Licensor  has to  approve  or  disapprove  the  proposed
transferee.  If the Licensor chooses not to exercise its right of first refusal,
the Master Licensee shall be free to complete the sale,  transfer or assignment,
subject to compliance  with all other  pre-conditions  for  assignment set forth
herein.

     12.4.  Types of  Assignment.  The  Master  Licensee  acknowledges  that the
Licensor's  right to  approve  or  disapprove  of a  proposed  sale or  transfer
provided for herein shall apply (1) if the Master  Licensee is a partnership  or
other business association,  to the addition or deletion of a partner or members
of the  association  or the  transfer of any  partnership  or  membership  among
existing  partners or members;  (2) if the Master Licensee is a company,  to any
proposed  transfer or assignment of 25% or more of the stock or other  ownership
interest  in the  Master  Licensee,  whether  such  transfer  occurs in a single
transaction  or  several  transactions;  and (3) if the  Master  Licensee  is an
individual,  to the transfer from such  individual or  individuals  to a company
controlled by them, in which case the  Licensor's  approval will be  conditioned
upon the continuing  personal  guarantee of the individual (or  individuals) for
the  performance  of  obligations  under this  Agreement,  and other  reasonable
conditions.

     With respect to a proposed  transfer as described in subsection (3) of this
paragraph,  the  Licensor's  right of first  refusal to  purchase,  as set forth
above,  shall not apply and the Licensor will waive any transfer fee  chargeable
to the Master Licensee for a transfer under these circumstances.

     12.5.  Assignment by Licensor.  This  Agreement is fully  assignable by the
Licensor and shall inure to the benefit of any assignee or other legal successor
in interest.  The Licensor shall also have the right to delegate the performance
of any portion or all of its obligations hereunder to third parties, whether the
same are  agents  of the  Licensor  or  independent  contractors  with  whom the
Licensor has contracted to provide such services.  The Master Licensee agrees in
advance to any such  delegation  by the  Licensor  of any part or portion of its
obligations and duties hereunder.

     12.6.  Master  Licensee's Death or Incapacity.  Upon the death or permanent
disability  of the Master  Licensee (or the  individual  controlling  the Master
Licensee entity), the executor,  administrator,  conservator,  guardian or other
personal  representative  of such person shall  transfer  the Master  Licensee's
interest in this Agreement or such interest in the Master  Licensee entity to an
approved  third party.  Such  disposition  of this  Agreement  or such  interest
(including,  without  limitation,  transfer by bequest or inheritance)  shall be
completed  within a  reasonable  time,  not to exceed  120 days from the date of

                                       15


                                       
<PAGE>

death or permanent disability,  and shall be subject to all terms and conditions
applicable to transfers  contained in this Article 12, including the granting of
a right  of first  refusal  to the  Licensor.  Provided,  however,  that for the
purposes of this  Article 12,  there shall be no fee charged by the Licensor for
the initial training program offered to the transferee.  Failure to transfer the
interest in this Agreement or such interest in the Master Licensee entity within
said  period  of time  shall  constitute  a breach  of this  Agreement.  For the
purposes hereof, the term "permanent disability" shall mean a mental or physical
disability,  impairment or condition  that is reasonably  expected to prevent or
actually does prevent the Master Licensee or the owner of a controlling interest
in the Master Licensee  entity from  supervising the management and operation of
the  Master  License  business  for a period  of 120 days from the onset of such
disability, impairment or condition.

13. TERM AND EXPIRATION
    -------------------

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

     13.2.  Rights Upon  Expiration.  At the end of the initial  term hereof the
Master Licensee may renew the franchise rights granted hereunder for consecutive
terms of 10 years each if the Master Licensee:

          a. At least 30 days prior to expiration of the term, executes the then
     current form of Master License Agreement;

          b. Has  complied  with all  provisions  of this  Agreement  during the
     initial  term.  "Compliance"  shall  mean,  at a  minimum,  that the Master
     Licensee  has not  received  written  notification  from the  Licensor of a
     material breach hereunder more than five times during the term hereof; and

          c. Executes a general release  covering all claims the Master Licensee
     may have  against the Licensor in  connection  with the  completion  of the
     initial term of this Agreement.

     13.3. Exercise of Option for Successor  Franchise.  The Master Licensee may
exercise its renewal option by giving notice of such exercise to the Licensor at
least  120  days  prior  to the  scheduled  expiration  of  this  Agreement  and
thereafter  comply with other  conditions  of renewal  within 90 days after such
notice.

     13.4.  Conditions of Refusal.  The Licensor shall not be obligated to renew
this  Agreement  if the Master  Licensee  fails to comply  with any of the above
conditions  of  renewal.  In such  event,  the  Licensor  shall  give  notice of
nonrenewal  at  least  180  days  prior to the  expiration  of the term  (unless
nonrenewal is due to a default of Section 13.2 (a) above), and such notice shall
set forth the reasons for such refusal to renew.

                                       16


                                     
<PAGE>


14. DEFAULT AND TERMINATION
    -----------------------

     14.1.  Termination  by Licensor - Prior Notice and Cure. The Licensor shall
have the right to terminate this  Agreement,  upon 30 days prior written notice,
if  the  Master  Licensee  breaches  any  provision  of  this  Agreement.  Under
circumstances  where the breach is of the nature that it may be remedied through
the  actions  of the  Master  Licensee,  the  Licensor  shall  permit the Master
Licensee  the same 30 day period to remedy  any such  breach or  default,  after
which time,  if the breach or default has not been  remedied,  the  Licensor may
terminate  this Agreement  immediately.  Notwithstanding  the foregoing,  if the
breach is  remediable,  but is of a nature which cannot be  reasonably  remedied
within  such  30 day  period  and  the  Master  Licensee  has  commenced  and is
continuing  to make good faith  efforts to remedy the breach  during such 30 day
period, then the Master Licensee shall be given an additional  reasonable period
of time to remedy  the same and this  Agreement  shall not  terminate.  Under no
circumstances will the Licensor terminate the Agreement without good cause.

     14.2. Post-Termination  Obligations of Master Licensee. The Master Licensee
is obligated upon termination or nonrenewal of this Agreement to:

          a. Pay to the Licensor  all fees,  and any and all amounts or accounts
     payable  then  owed  the  Licensor  or  its  affiliates  pursuant  to  this
     Agreement,  or pursuant to any other  agreement,  whether  written or oral,
     between  the  parties,  within  15  days  of the  effective  date  of  such
     termination;

          b. Immediately cease to identify the Master License business as being,
     or having been,  associated with the Licensor,  and immediately cease using
     any of the Marks, or any mark in any way associated with the System for any
     purpose,  except  pursuant  to  any  other  effective  agreement  with  the
     Licensor;

          c.  Deliver  to  the  Licensor  all  signs,  sign-faces,   advertising
     materials, stationery, videotapes, forms and other materials bearing any of
     the Marks or otherwise identified with the Licensor;

          d.  Immediately  deliver to the  Licensor  the  Policy and  Procedures
     Manuals in its possession and all other  information,  documents and copies
     thereof which are proprietary to the Licensor;

          e.  Promptly  take such  action as may be required to cancel all trade
     names or equivalent  registrations  relating to its use of any Marks of the
     Licensor  or,  at the  option  of the  Licensor,  assign  the  same  to the
     Licensor;

          f. Abide by the  provisions  related to transfer of any and all of the
     Master  Licensee's  interest  under any Franchise  Agreements  and Marketer
     Agreements, as set forth below and offer to the Licensor the option to take
     assignment of the Franchise Agreements then in effect with Franchisees, and
     all  Marketer  Agreements  then in effect with  Marketers  in the  Licensed
     Territory;

                                       17


                                    
<PAGE>


          g. Deliver to the Licensor the names, addresses, telephone numbers and
     any other  information in the Master Licensee's  possession,  regarding all
     sales leads of prospective  Franchisees  and Marketers  within the Licensed
     Territory; and

          h.  Abide by all  restrictive  covenants  as set forth in  Article  16
     below.

     14.3.  Licensor's  Assumption  of  Agreements.  If this  Agreement  expires
according to its terms,  or is  terminated or not renewed by the Licensor due to
any material breach in this Agreement by the Master  Licensee,  or is terminated
by the  Master  Licensee  contrary  to the  terms  of this  Agreement,  then the
Licensor shall have the option,  but not the  obligation,  to take assignment of
any and all of the Master  Licensee's  interest as Master  Licensee  (but not as
Franchisee or Marketer)  under any Franchise  Agreements or Marketer  Agreements
then in effect with Franchisees or Marketers in the Licensed  Territory,  on its
own or its  designee's  behalf.  In the event the  Licensor  assumes  the Master
Licensee's  interest  in such  agreements,  the  Master  Licensee  shall have no
further  entitlement  to any  fees  accruing  after  the  effective  date of the
assignment,  and the  Master  Licensee  shall  also  transfer  all  funds in the
Advertising Account to the Licensor or its designee.

15. RELATIONSHIP OF THE PARTIES/INDEMNIFICATION
    -------------------------------------------

     15.1. Independent  Businesspersons.  During the term of this Agreement, the
Master  Licensee shall be an independent  businessperson  and shall in no way be
considered  as a general  agent,  partner or  employee  of the  Licensor.  It is
understood  and agreed that no general  agency or partnership is created by this
Agreement.  As  such,  the  Master  Licensee  has no  authority  of  any  nature
whatsoever  to bind the Licensor or incur any  liability for or on behalf of the
Licensor  or  to  represent   itself  as  anything  other  than  an  independent
contractor.

     15.2.  Indemnification.  The  Master  Licensee  shall  indemnify  and  hold
harmless  the  Licensor  and its  officers,  directors,  employees,  agents  and
representatives from all fines, suits,  proceedings,  claims, demands or actions
("Claims") of any kind or nature,  including  reasonable lawyers' fees, from any
third party whomsoever,  arising or growing out of, or otherwise  connected with
the Master Licensee's operation of the Master License business, or the Franchise
Agreements  or Marketer  Agreements  as may now or  hereafter  be executed  with
Franchisees or Marketers in the Licensed  Territory,  except and unless any such
Claim  arises out of the  authorized  use of, or defense or  protection  of, the
Marks in the Licensed Territory.

          a. If the Licensor seeks indemnification hereunder with respect to the
     assertion of a Claim, it shall give notice to the Master Licensee within 30
     days of the Licensor's  becoming aware of any such Claim.  The notice shall
     set forth such  information with respect to the Claim as is then reasonably
     available to the Licensor. The Master Licensee will thereafter be entitled,
     at any time  during the defense of the Claim,  if it so elects,  by written


                                       18


                                       
<PAGE>

     notice  delivered  to the  Licensor  within  30 days  after  receiving  the
     Licensor's  notice,  to  assume  the  defense  of the  Claim  with  counsel
     satisfactory  to the  Licensor.  Notwithstanding  the  foregoing,  (i)  the
     Licensor  shall have the right to employ  its own  counsel in any such case
     (but the fees and expenses of such  counsel  shall be at the expense of the
     Licensor as long as the Master  Licensee  continues to defend such matter),
     to defend such Claim, or to compromise or settle such Claim insofar as such
     compromise or  settlement  does not involve  monetary  damage or payment of
     money;  (ii) the Licensor  shall not have any obligation to give any notice
     of a Claim by a third party unless such Claim is in writing;  and (iii) the
     rights  of the  Licensor  to be  indemnified  herein  shall  not be  deemed
     forfeited  by its  failure to give  notice  unless the Master  Licensee  is
     prejudiced by such failure.

     After receipt of the aforesaid  notice of a Claim,  if the Master  Licensee
fails to assume the defense of the  Licensor  against  such Claim,  the Licensor
shall have the right to undertake  the defense and to  compromise or settle such
Claim on behalf of and for the account and risk of the Master  Licensee,  and at
the Master Licensee's expense, payable to the Licensor upon written demand.

16. RESTRICTIVE COVENANTS
    ---------------------

     16.1.  Non-Competition  During Term. While this Agreement is in effect, the
Master Licensee and its officers,  partners,  directors, agents or employees who
have  completed the  Licensor's  initial  training  program or had access to the
Policy and  Procedures  Manual,  including  without  limitation,  the beneficial
owners of a 5% or  greater  interest  in the Master  Licensee,  where the Master
Licensee  is a  company,  shall  not,  directly  or  indirectly,  engage  in  or
participate,  as an owner, officer,  partner,  director,  agent, franchise sales
agent, employee or otherwise in any other business which engages in, or licenses
or franchises others to engage in, a business which is the same or substantially
similar to a Pak Mail  Center  including,  without  limitation,  any  packaging,
mailing or shipping  business  without  having  first  obtained  the  Licensor's
written consent.

     16.2.  Post-Termination  Covenant Not to Compete.  The Master  Licensee has
acquired from the Licensor  confidential  information regarding Licensor's trade
secrets and System which, in the event of a termination of this Agreement, could
be used by the Master Licensee to injure the Licensor.  As a result,  the Master
Licensee and its  officers,  partners,  directors,  agents or employees who have
completed the Licensor's  initial  training  program or had access to the Policy
and Procedures Manual, including without limitation, the beneficial owners of 5%
or more of the ownership interest in a Master Licensee which is a company, shall
not for a  period  of two  years  from  the date of  termination,  transfer,  or
expiration of this Agreement,  or for a period of two years after termination or
cessation  of such  person's  relationship  with  the  Master  Licensee  in such
capacity,  whichever first occurs,  without first having obtained the Licensor's
consent,  engage in, or participate as, an owner,  officer,  partner,  director,
franchise sales agent, agent or employee in any other business which engages in,
or licenses or franchises  others to engage in, a business  which is the same or
substantially  similar to a Pak Mail Center including,  without limitation,  any


                                       19


                                       
<PAGE>

mailing,  packaging or shipping business, and which is operating, as of the date
of such  termination,  transfer or expiration,  anywhere within 50 kilometers of
any Pak Mail  Center  which  is  operating  as of the date of such  termination,
transfer  or  expiration,  unless  such right is granted  pursuant to a separate
agreement with the Licensor.

     16.3. No  Interference.  The Master Licensee agrees that during the term of
this  Agreement  and for a  period  of one year  thereafter,  it shall in no way
solicit or attempt to solicit the  employees of or the business or customers of,
or  interfere  with the  business  relationship  established  with  employees or
customers of, the Licensor or other Pak Mail Centers.

     16.4. Nondisclosure and Noncompetition Agreement. The Master Licensee shall
require that any officer,  partner,  director,  employee, or agent of the Master
Licensee,  execute a  Nondisclosure  and  Noncompetition  Agreement (in the form
substantially  similar to  Exhibit B)  containing  the  provisions  as set forth
herein,  and  further,  the Master  Licensee  shall  notify the  Licensor of the
identity of each and every above-described  person and provide the Licensor with
an  originally  executed  copy of each  such  Nondisclosure  and  Noncompetition
Agreement.

17. INSURANCE
    ---------

     17.1. Insurance Coverage.  The Master Licensee shall procure,  maintain and
provide evidence of insurance  coverage in the amount and types which are deemed
necessary by the Licensor for the Master License business operations. All of the
required  policies of insurance  shall name the Licensor as an additional  named
insured and shall provide for a 30 day advance written notice to the Licensor of
cancellation.

     17.2.  Proof of  Insurance.  The  Master  Licensee  will  provide  proof of
insurance to the Licensor prior to commencement  of the Master License  business
operations.  This proof will show that the insurer has been authorized to inform
the Licensor in the event any policies  lapse or are canceled.  The Licensor has
the right to change the  minimum  amount of  insurance  the Master  Licensee  is
required to  maintain by giving the Master  Licensee  prior  reasonable  notice,
giving  due  consideration  to what is  reasonable  and  customary  in a similar
business in the Licensed Territory.  Noncompliance with the insurance provisions
set forth herein  shall be deemed a material  breach of this  Agreement.  In the
event of any lapse in insurance coverage, in addition to all other remedies, the
Licensor  shall  have  the  right  to  demand  that the  Master  Licensee  cease
operations  until  coverage  is  reinstated,  or,  in the  alternative,  pay any
delinquencies  in  premium  payments  and  charge  the same  back to the  Master
Licensee.

18. ENFORCEMENT
    ------------

     18.1.  Arbitration.  If any dispute shall arise between the parties  hereto
concerning  the  construction,  interpretation  or  application  of  any  of the
provisions of this Agreement whether during the continuance of this Agreement or
after the termination hereof by whatever cause, such dispute shall be determined
in accordance with rules of the American  Arbitration  Association referred to a
single  arbitrator  to be  appointed by the  American  Arbitration  Association,
provided that this Section shall have no  application to terms of this Agreement

                                       20


                                       
<PAGE>

concerning  restrictions against competition and nondisclosure,  and the parties
hereto agree to be bound by the terms of such  arbitration and to bear the costs
of such  arbitration  in equal  shares.  The  arbitration  shall  be  filed  and
conducted in the United States in the city in which the Licensor's United States
headquarters are then located.

19. MISCELLANEOUS PROVISIONS
    ------------------------

     19.1.  Modification.  The  parties  may  modify  this  Agreement  only upon
execution of a written agreement between the parties;  provided,  however,  that
the  Master  Licensee  acknowledges  that this  Agreement  may be amended by the
Licensor in its sole discretion,  after it has been reviewed by legal counsel in
the Licensed  Territory in order to bring the  Agreement  into  conformity  with
applicable  laws and  regulations.  The Master  Licensee  acknowledges  that the
Licensor may modify its standards and specifications and operating and marketing
techniques set forth in the Policy and Procedures Manual  unilaterally under any
conditions  and to the  extent to which the  Licensor,  in its sole  discretion,
deems necessary to protect, promote, or improve the Marks and the quality of the
System,  but under no circumstances  will such modifications be made arbitrarily
without such determination.

     19.2.  Delegation.  The Master  Licensee may not delegate any of its duties
under this  Agreement,  unless it has received the prior written  consent of the
Licensor.

     19.3.  Entire  Agreement.  This  Agreement  contains  the entire  agreement
between the parties and supersedes any and all prior  agreements  concerning the
subject matter  hereof.  The Master  Licensee  agrees and  understands  that the
Licensor  shall not be  liable  or  obligated  for any oral  representations  or
commitments made prior to the execution hereof and that no modifications of this
Agreement shall be effective except those in writing and signed by both parties.
The Licensor does not authorize and will not be bound by any  representation  of
any nature other than those  expressed in this  Agreement.  The Master  Licensee
further  acknowledges and agrees that no representations have been made to it by
the Licensor  regarding  projected sales volumes,  market  potential,  revenues,
profits, or operational  assistance other than as stated in this Agreement or in
any disclosure  document provided in connection  herewith.  This Agreement shall
not be effective until it is signed by an officer of the Licensor.

     19.4. No Right to Set-Off.  The Master Licensee shall not be allowed to set
off  amounts  owed to the  Licensor  in respect of any  amounts  due  hereunder,
against any monies owed to the Master Licensee, which right of set off is hereby
expressly waived by the Master Licensee.

     19.5.  Fees and  Costs.  In the event of any  default on the part of either
party to this Agreement, in addition to all other remedies, the party in default
will  pay the  aggrieved  party  all  amounts  due and all  damages,  costs  and
expenses,  including reasonable  attorneys' fees and translation costs, incurred
by the aggrieved party in any legal action, arbitration or other proceeding as a
result of such  default,  plus  interest  at the lesser of 20%  annually  or the
highest rate allowable by law, accruing from the date of such default.

                                       21


                                       
<PAGE>


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

     19.7. Notices.  All notices required to be given under this Agreement shall
be given in writing,  by  certified  air mail,  or by hand,  or by an  overnight
delivery service providing  documentation of receipt, at the addresses set forth
in the first  paragraph  of this  Agreement  or at such other  addresses  as the
Licensor or the Master  Licensee may designate  from time to time,  and shall be
deemed to be received  seven days from the date of mailing  registered air mail,
or when received via overnight delivery, or immediately if delivered by hand, as
may be applicable.

     19.8.  Excuse of Performance.  Notwithstanding  anything  contained in this
Agreement  to the  contrary,  the  obligations  of the parties  hereto  shall be
subject to all the laws,  both  present and future,  of any requests of any such
government or any department, agency or corporation thereof, and to war, acts of
God, or any cause of like or  different  kind beyond the control of the parties,
and the parties shall be excused from performance of any obligation hereunder to
the extent  such  failure is caused by any law,  order,  regulation,  direction,
request or contingency; provided, however, that such excuse of performance shall
be limited to the period  during  which such  excuse of  performance  exists and
shall not affect the running of the term of this Agreement.

     19.9. Approval Within Licensed Territory. Any approval of this Agreement by
the  appropriate  authorities  in the  Licensed  Territory  which is required to
enable the Master Licensee to enter into this Agreement, perform under the terms
of this  Agreement,  do business with the  Licensor,  or to make payments to the
Licensor  hereunder  in United  States  dollars in the United  States of America
shall be the sole responsibility of the Master Licensee, except as otherwise set
forth herein.

     19.10.  Applicable  Law. This Agreement  shall be interpreted in accordance
with the laws of the State of Colorado.

     19.11.  Translation of Agreement. The English language shall be regarded as
the  authoritative and official text of this Agreement.  However,  the Agreement
will be translated into the language in dominant use in the Licensed  Territory,
at the Master Licensee's expense, in the event that translation is necessary for
the purpose of  registration  of the Agreement  with the  applicable  government
authorities.  Nevertheless,  in the event that  discrepancies  exist between the
English text and the texts in an alternative language, the English text shall be
considered the official text of the Agreement.

                                       22



<PAGE>



     IN WITNESS WHEREOF,  the parties have executed this Agreement  effective as
of the day and year first above written.

                                      PAK MAIL CENTERS OF AMERICA, INC:


                                      By:
                                         ---------------------------------------
                                      Its:
                                           -------------------------------------
                                      Date:
                                            ------------------------------------

                                      MASTER LICENSEE:


                                      By:
                                          --------------------------------------
                                      Its:
                                           -------------------------------------
                                      Date:
                                            ------------------------------------

                                       23


<PAGE>


                                                                       EXHIBIT A
                                                     TO MASTER LICENSE AGREEMENT

                                   ADDENDUM TO
                        PAK MAIL CENTERS OF AMERICA, INC.
                            MASTER LICENSE AGREEMENT


     THIS  ADDENDUM to the Pak Mail  Centers of  America,  Inc.  Master  License
Agreement  dated , 1998  ("Agreement"),  is made and entered into as of the same
date by and between Pak Mail Centers of America,  Inc. ("Licensor") and ("Master
Licensee"). This Addendum modifies certain terms and conditions of the Agreement
and,  in the  event  of a  conflict  in terms  between  the  Agreement  and this
Addendum,  the terms of this Addendum  shall be  controlling.  To the extent not
otherwise  defined in this Addendum,  all  initial-capitalized  references shall
have the same definition as set forth in the Agreement.

     a. Licensed Territory. The Licensed Territory, referenced in Section 1.3 of
the Agreement, is described as: __________________________________________.

     b. License Fee. The Master  Licensee  shall pay the Licensor a License Fee,
as referenced in Section 3.1 of the Agreement,  in the amount of  U.S.$________,
which it is  acknowledged  was paid upon execution of a letter of intent between
the parties and  U.S.$__________,  payable  U.S.$_________ upon execution of the
Agreement.

     c. Franchise and Marketer Fees. The Master  Licensee shall pay the Licensor
a Franchise Fee, as referenced in Section 3.3 of the Agreement, in the amount of
U.S.  $______ each time the Master  Licensee signs a Franchise  Agreement with a
Franchisee  for a PAK MAIL Center to be located in the  Licensed  Territory.  In
addition,  the Master  Licensee  shall pay the  Licensor  a Marketer  Fee in the
amount of U.S. $_____ each time the Master  Licensee signs a Marketer  Agreement
granting area marketer rights to a Marketer in the Licensed Territory.

     d. Support  Missions.  As described in Section 4.1.e of the Agreement,  the
Licensor  plans to visit the Licensed  Territory  ____ time(s)  during the first
year of this Agreement.

     e. Development and Pay Schedule. The Development Schedule ("Development and
Pay Schedule"),  as referenced in Section 5.2 of the Agreement,  is set forth in
the following table:


<PAGE>
<TABLE>
<CAPTION>

===============================================================================================================
   Development Period - based on number of
              months from date                   Center Opening Goals during    Cumulative (Total) Centers Open
                of Agreement)                        Development Period

================================================================================================================
               <S>                                 <C>                           <C>             
              #1 - _____ Months                              ___                              ___
============================================== =============================== ================================
              #2 - _____ Months                              ___                              ___
============================================== ================================ ================================
              #3 - _____ Months                              ___                              ___
============================================== ================================ ================================
              #4 - _____ Months                              ___                              ___
============================================== ================================ ================================
              #5 - _____ Months                              ___                              ___
============================================== ================================ ================================
              #6 - _____ Months                              ___                              ___
============================================== ================================ ================================
              #7 - _____ Months                              ___                              ___
============================================== ================================ ================================
                    Total
============================================== ================================ ================================
</TABLE>

For the next ________ Centers  developed in the Licensed  Territory,  the Master
Licensee  shall pay to the  Licensor  a  License  Fee of  U.S.$________  due and
payable  upon  a  Franchisee's  execution  of a  Franchise  Agreement  for  such
additional  Center.  For any  additional  Center open in the Licensed  Territory
after the _______  Center,  no initial License Fee shall be due to the Licensor.
All other terms and conditions of the Agreement shall remain in effect as to any
such additional Centers developed during the term of the Agreement.

     f. Master License Office.  The Master Office,  as referenced in Section 5.3
of the Agreement, shall be ____________________  located  ______________________
at:____________________;  telephone number:_________________________;  facsimile
number ___________________ ; e-mail ____________________. .

     g. Effectiveness of Agreement.  To the extent not amended herein, all other
terms and conditions of the Agreement shall remain in full force and effect.

                                      PAK MAIL CENTERS OF AMERICA, INC.

                                      By:
                                         ---------------------------------------
                                      Its:
                                           -------------------------------------

                                      MASTER LICENSEE

                                      By:
                                         ---------------------------------------
                                      Its:
                                           -------------------------------------


                                       2

<PAGE>

                                                                       EXHIBIT B
                                                     TO MASTER LICENSE AGREEMENT
                                                                        
                                                                         

                   NONDISCLOSURE AND NONCOMPETITION AGREEMENT


     AGREEMENT,  dated , 19___, by and between Pak Mail Centers of America, Inc.
("Licensor")  and   ________________  ,  a(n)  [directors,   officer,   partner,
principal,  employee, agent or stockholder of _____________________ (the "Master
Licensee").

     The Licensor has granted to the Master  Licensee,  pursuant to that certain
Master License  Agreement dated , 19___, (the "Master License  Agreement"),  the
right to subfranchise PAK MAIL Center franchises and Area Marketer franchises in
the countries of . The  undersigned,  in consideration of the receipt and/or use
of the Policy and  Procedures  Manual and other  information  proprietary to the
Licensor,  including  but not  limited to  methods,  strategies  and  techniques
developed  by  the  Licensor  relating  to  operations,   marketing,   training,
advertising,  trade secrets, and other confidential data (collectively  referred
to as "Proprietary Information"), agrees with the Licensor as follows:

     (1) The undersigned  acknowledges that the Policy and Procedures Manual and
other  Proprietary  Information now or hereafter  provided to Master Licensee by
the Licensor is  proprietary  to the Licensor and must be held in the utmost and
strictest confidence.

     (2) The undersigned  represents and agrees that the  undersigned  will not,
without the prior written consent of the Licensor either:

          (i) Duplicate or otherwise  reproduce the Policy and Procedures Manual
     or other Proprietary Information;

          (ii) Deliver or make  available  the Policy and  Procedures  Manual or
     other  Proprietary  Information  to any  person  other  than an  authorized
     representative of the Licensor;

          (iii)  Discuss or  otherwise  disclose  the contents of the Policy and
     Procedures Manual or other Proprietary Information to any person other than
     an authorized representative of the Licensor; or

          (iv)  Use the  Policy  and  Procedures  Manual  or  other  Proprietary
     Information  to  his,  her  or  its  commercial  advantage  other  than  in
     connection  with the operation of the franchise  created and granted by the
     Master License Agreement.

     (3)  While  the  Master  License  Agreement  is  in  effect,   neither  the
undersigned,  nor any member of his or her immediate  family,  shall directly or
indirectly  engage in,  participate  as an owner,  officer,  partner,  director,


                                       
<PAGE>

agent,  franchise sales agent,  employee,  shareholder or otherwise in any other
business  which  engages in or  licenses  or  franchises  others to engage in, a
business  which  is the same or  substantially  similar  to a Pak  Mail  Center,
including,  but not limited to, any  packaging,  mailing,  or shipping  business
("Competitive  Business")  without having first obtained the Licensor's  written
consent.

     (4) The undersigned has acquired from the Licensor confidential information
regarding Licensor's trade secrets and franchised methods which, in the event of
a  termination  of the  Master  License  Agreement,  could be used to injure the
Licensor.  As a result,  neither the  undersigned,  nor any member of his or her
immediate family, shall, for a period of two years from the date of termination,
transfer or expiration of the Master  License  Agreement,  without  having first
obtained the Licensor's  written consent,  engage in or participate as an owner,
officer, partner, director, franchise sales agent, agent, employee,  shareholder
or otherwise in any Competitive  Business which is operating,  as of the date of
such termination,  transfer or expiration,  anywhere within 50 kilometers of any
Pak Mail Center which is operating as of the date of such termination,  transfer
or  expiration,  unless such right is granted  pursuant to a separate  agreement
with the Licensor.

     (5) The  undersigned  agrees  that  during the term of the  Master  License
Agreement,  and for a period of two years thereafter,  it shall in no way divert
or attempt to divert the business of actual packaging or mailing  customers,  or
interfere  with the  business  relationship  established  with  customers of the
Master Licensee's business or of any other Pak Mail Center.

     IN WITNESS WHEREOF,  this Agreement has been executed by the undersigned as
of the date set forth above.

                                  AGREED TO BY:
                                                --------------------------------
                                                           Signature


                                 -----------------------------------------------
                                 Print Name

                                 -----------------------------------------------
                                 Relationship to Master Licensee


                                 PAK MAIL CENTERS OF AMERICA, INC.


                                 By:
                                     -------------------------------------------
                                 Title:
                                       -----------------------------------------

                                       2

<PAGE>
                                                                       EXHIBIT C
                                                     TO MASTER LICENSE AGREEMENT

                  MARK REGISTRATIONS IN THE LICENSED TERRITORY