Exhibit 10(b)






                        PAK MAIL CENTERS OF AMERICA, INC.

                            AREA MARKETING AGREEMENT














                                        ________________________________________
                                        Territory

                                        ________________________________________
                                        Date

                                        ________________________________________
                                        Area Marketer


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                        PAK MAIL CENTERS OF AMERICA, INC.
                            AREA MARKETING AGREEMENT
                            ------------------------

                                TABLE OF CONTENTS
                                -----------------

Section Number                                                       Page Number
--------------                                                       -----------


1.  BACKGROUND AND PURPOSE...................................................1

2.  DEFINITIONS..............................................................1
    2.1.     Territory.......................................................1
    2.2.     Sales Year......................................................1
    2.3.     Franchise Agreement.............................................1
    2.4.     A.M. P.M. MOVERS Program........................................2
    2.5.     Franchisee......................................................2
    2.6.     System Manual...................................................2

3.  SCOPE OF APPOINTMENT.....................................................2
    3.1.     Appointment of Marketer/Scope of Operations.....................2
    3.2.     Rights and Limitations to Territory.............................2
    3.3.     Franchisor's Reservation of Rights..............................3

4.  FRANCHISE SALES PROCEDURES...............................................3
    4.1.     Sales Goals.....................................................3
    4.2.     Franchise Registration and Disclosure...........................3
    4.3.     Advertising, Recruiting and Screening...........................4
    4.4.     Franchisor's Approval of Prospective Franchisees................4

5.  PAYMENTS TO THE FRANCHISOR...............................................4
    5.1.     Initial Area Marketing Fee......................................4

6.  PAYMENTS TO THE AREA MARKETER............................................5
    6.1.     Commissions on Sales Services...................................5
    6.2.     Commissions on Transfers of Franchises..........................5
    6.3.     Service Fees....................................................5
    6.4.     Application of Payments.........................................6
    6.5.     Setoffs.........................................................6

7.  TRAINING ASSISTANCE......................................................6
    7.1.     Area Marketer Training..........................................6
    7.2.     Length of Training..............................................7
    7.3.     Additional Training.............................................7
    7.4.     Seminars and Ongoing Training...................................7

8.  FRANCHISOR'S OPERATING ASSISTANCE........................................7
    8.1.     System Manual...................................................7
    8.2.     Operating Assistance............................................8

9.  AREA MARKETER'S OBLIGATIONS..............................................8
    9.1.     Hiring and Training of Employees of Area Marketer...............8
    9.2.     Commencement of Business........................................8
    9.3.     Sales Services..................................................8
    9.4.     Pre-Opening Support Services....................................8
    9.5.     Ongoing Support Services........................................9
    9.6.     Compliance with Franchise Agreement.............................9
    9.7.     Area Marketer's Inspections.....................................10

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10. MARKS....................................................................10
    10.1.    Ownership and Goodwill of Marks.................................10
    10.2.    Limitations on Use..............................................10
    10.3.    Discontinuance of Use of Marks..................................11
    10.4.    Notification of Infringements and Claims........................11
    10.5.    Indemnification.................................................11

11. CONFIDENTIAL INFORMATION.................................................11
    11.1.    Confidential Information........................................11
    11.2.    Confidentiality and Noncompetition Agreement....................12

12. EXCLUSIVE RELATIONSHIP...................................................12
    12.1.    Exclusive Relationship..........................................12

13. OPERATING STANDARDS......................................................13
    13.1.    Standards of Service............................................13
    13.2.    Compliance with Laws and Good Business Practices................13
    13.3.    Accuracy of Information.........................................13
    13.4.    Notification of Litigation......................................13
    13.5.    Ownership and Management of Business............................14
    13.6.    Conflicting Interests...........................................14
    13.7.    Insurance.......................................................14
    13.8.    Proof of Insurance Coverage.....................................14
    13.9.    Advertising in Territory........................................15
    13.10.   Approval of Advertising.........................................15
    13.11.   Accounting, Bookkeeping and Records.............................15
    13.12.   Reports.........................................................15
    13.13.   Late Charges....................................................16
    13.14.   Compliance with Third Party Agreements..........................16

14. INSPECTIONS AND AUDITS...................................................16
    14.1.    Inspections and Audits..........................................16

15. TRANSFERS................................................................16
    15.1.    Transfers by the Franchisor.....................................16
    15.2.    Transfers by the Marketer.......................................16
    15.3.    Conditions for Approval of Transfer.............................17
    15.4.    Transfer to an Entity...........................................18
    15.5.    Franchisor's Approval of Transfer...............................18
    15.6.    Death or Disability of Area Marketer............................18

16. TERM AND EXPIRATION......................................................18
    16.1.    Term............................................................18
    16.2.    Rights Upon Expiration..........................................18
    16.3.    Exercise of Option for Successor Area Marketer Rights...........19
    16.4.    Conditions of Refusal...........................................19

17. TERMINATION..............................................................19
    17.1.    By the Marketer.................................................19
    17.2.    By the Franchisor...............................................19
    17.3.    Rights and Obligations of the Area Marketer
              Upon Termination or Expiration.................................20
    17.4.    Confidential Information........................................21
    17.5.    Covenant Not to Compete.........................................21
    17.6.    No Further Right to Payment.....................................22
    17.7.    Continuing Obligations..........................................22
    17.8.    State and Federal Law...........................................22

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18. RELATIONSHIP OF THE PARTIES..............................................22
    18.1.    Relationship of the Parties.....................................22
    18.2.    Payment of Third Party Obligations..............................22
    18.3.    Independent Contractors.........................................23
    18.4.    Indemnification.................................................23

19. MISCELLANEOUS PROVISIONS.................................................23
    19.1.    Governing Law/Consent to Venue and Jurisdiction.................23
    19.2.    Severability....................................................23
    19.3.    Modification....................................................24
    19.4.    Attorneys' Fees.................................................24
    19.5.    Injunctive Relief...............................................24
    19.6.    No Waiver.......................................................24
    19.7.    No Right to Set Off.............................................24
    19.8.    Effective Date..................................................24
    19.9.    Review of Agreement.............................................24
    19.10.   Entire Agreement................................................25
    19.11.   Notices.........................................................25
    19.12.   Acknowledgment..................................................25


EXHIBITS
--------

    Exhibit I     Rider to Area Marketing Agreement
    Exhibit II    Franchise Agreement
    Exhibit III   Amendment to Franchise Agreement (A.M. P.M. MOVERS Program)
    Exhibit IV    Guaranty and Assumption of Area Marketer's Obligations
    Exhibit V     Statement of Ownership


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                        PAK MAIL CENTERS OF AMERICA, INC.

                            AREA MARKETING AGREEMENT


     THIS AGREEMENT is made this ___ day of ________________,  199____,  between
PAK MAIL CENTERS OF AMERICA,  INC., a Colorado  corporation,  with its principal
offices  at  3033  South  Parker  Road,  Suite  1200,  Aurora,  Colorado,  80014
("Franchisor")  and  ____________________________________________________  whose
principal address is _____________________________________________ ("Marketer"),
who on the basis of the following  understandings  and in  consideration  of the
following promises, agree as follows:


                           1. BACKGROUND AND PURPOSE

1.1. The  Franchisor  has  developed  methods for  establishing,  operating  and
promoting  stores offering a variety of packaging,  shipping,  crating,  freight
forwarding, mailing, communications and information services ("PAK MAIL Centers"
or  "Centers").  These  methods  feature the use and license of the service mark
"PAK MAIL" and related  service  marks and  trademarks  (all referred to in this
Agreement  as the  "Marks")  and  the  Franchisor's  distinctive  plans  for the
establishment,  operation and promotion of PAK MAIL Centers and related licensed
methods of doing business (the "Licensed Methods").

1.2. The Franchisor grants to qualified  individuals,  or to entities with which
such  individuals are  affiliated,  the right and license to develop and operate
Centers using the Marks and Licensed Methods.

1.3. The Marketer  desires to act as a special agent to the Franchisor  within a
certain  geographic area,  enabling the Marketer to sell franchises for PAK MAIL
Centers and to develop,  support and provide services to PAK MAIL Centers within
such  geographical  area,  under the terms and conditions which are contained in
this Agreement ("Marketer Business" or "Business").

1.4.  The  Franchisor  is willing to grant the right to  Marketer to serve as an
area marketer, enabling the Marketer to sell franchises for PAK MAIL Centers and
to provide site  selection  and support  services to PAK MAIL  Centers  within a
certain  geographical  area,  under terms and conditions  which are contained in
this Agreement.


                                 2. DEFINITIONS

2.1 Territory.
--------------

     "Territory"  shall  mean the  geographical  area  described  in  Exhibit  I
attached hereto and incorporated herein by reference.

2.2 Sales Year.
---------------

     "Sales  Year" shall mean each period of time defined as a Sales Year in the
attached Exhibit I.

2.3 Franchise Agreement.
------------------------

     "Franchise  Agreement"  shall  mean  the  forms of  agreements  (including,
without  limitation,  franchise agreement and any exhibits,  riders,  collateral
assignments  of lease or sublease,  and personal  guarantees  used in connection


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therewith)  used  by the  Franchisor  from  time  to  time  in the  granting  of
franchises for the ownership and operation of PAK MAIL Centers. Attached to this
Agreement  as  Exhibit  II  and  incorporated   herein  by  reference,   is  the
Franchisor's current form of Franchise Agreement. The Marketer acknowledges that
the Marketer will use the Franchisor's then current form of franchise  agreement
and that the Franchisor, in its sole discretion, may from time to time modify or
amend in any respect the form of  franchise  agreement  and related  agreements,
including but not limited to, modifying fees customarily charged in granting PAK
MAIL Center franchises.

2.4 A.M. P.M. MOVERS Program.
-----------------------------

     "A.M.  P.M.  MOVERS Program" shall mean the program that the Franchisor may
offer to  Franchisees  of the  Franchisor  whereby  local  moving  services  for
individuals  and small business  customers are either provided by the Franchisee
or arranged by the  Franchisee  with a third party,  using the A.M. P.M.  MOVERS
Mark. Those Franchisees  approved to participate in the A.M. P.M. MOVERS Program
must execute the Amendment to Franchise  Agreement (A.M.  P.M. MOVERS  Program),
the  current  form of which is  attached  to this  Agreement  as Exhibit III and
incorporated  herein by reference ("A.M. P.M. MOVERS  Amendment").  The Marketer
acknowledges  that the Marketer will use the  Franchisor's  then current form of
A.M. P.M. MOVERS Amendment and that the Franchisor, in its sole discretion,  may
from time to time,  modify or amend in any respect the form of A.M. P.M.  MOVERS
Amendment.

2.5 Franchisee.
---------------

     "Franchisee"  shall  mean any  person,  corporation,  partnership  or other
entity who has entered into a Franchise Agreement with the Franchisor.

2.6 System Manual.
------------------

     "System  Manual"  means the manuals,  technical  bulletins or other written
materials  covering the proper operating and marketing  techniques of a Marketer
Business and standards and specifications for implementing the Licensed Methods.


                            3. SCOPE OF APPOINTMENT

3.1 Appointment of Marketer/Scope of Operations.
------------------------------------------------

     The Franchisor  appoints the Marketer,  and the Marketer  agrees to perform
its  obligations,  as a special agent of the  Franchisor in accordance  with the
terms and  conditions  of this  Agreement,  and only  within the  Territory,  to
solicit  prospective  Franchisees  for PAK MAIL  Centers  to be  located  in the
Territory  ("Sales  Services")  as  described  in Section 9.3 below,  to perform
certain  site  acquisition  services  and to render  support and other  services
("Support  Services") to Centers  located within the Territory as those services
are described in Sections 9.4 and 9.5 below.

3.2 Rights and Limitations to Territory.
----------------------------------------

     The  Franchisor  will not establish and license any other area marketers to
act as special agents to perform Sales Services or to thereafter  render Support
Services  to  Franchisees  within the  Territory;  provided,  however,  that the
Franchisor shall retain such rights in the Territory as described in Section 3.3
below.

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3.3 Franchisor's Reservation of Rights.
---------------------------------------

     The Marketer  acknowledges  that its franchise rights granted hereunder are
nonexclusive  and the  Franchisor  (on  behalf of  itself,  its  affiliates  and
designees), retains the rights, among others:

     a. to use, and to license others to use, the Marks and Licensed Methods for
the operation of other area marketer  businesses at any location  outside of the
Territory;

     b. to solicit prospective Franchisees and to grant other persons franchises
to  operate  PAK MAIL  Centers  at such  locations  within  and  outside  of the
Territory and on such terms and conditions as the Franchisor  deems  appropriate
and to itself own and operate such PAK MAIL Centers within the Territory;

     c. 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
Franchisees who operate PAK MAIL Centers sell,  whether in alternative  channels
of  distribution  or in  connection  with the operation of packaging and mailing
businesses  which are the same as, or  similar  to, or  different  from PAK MAIL
Centers, at any location,  within and outside of the Territory, on any terms and
conditions as the Franchisor deems advisable; and

     d. to use the Marks to identify services and products other than those sold
by Franchisees who operate PAK MAIL Centers,  promotional and marketing  efforts
or related items, or to identify  services and products similar to those offered
by Franchisees who operate PAK MAIL Centers,  made available through alternative
channels of distribution, at any location, within and outside of the Territory.


                         4. FRANCHISE SALES PROCEDURES

4.1 Sales Goals.
----------------

     The Marketer  agrees that during the term of this  Agreement,  the Marketer
will meet and maintain the franchise  sales goals  ("Sales  Goals") set forth in
Exhibit I to this Agreement.

4.2 Franchise Registration and Disclosure.
------------------------------------------

     Neither the  Marketer nor any  employee or  representative  of the Marketer
shall solicit  prospective  Franchisees of PAK MAIL Centers until the Franchisor
has registered in the applicable jurisdiction and has provided the Marketer with
the  requisite  documents,  or at any time  when  the  Franchisor  notifies  the
Marketer  that its  registration  is not then in effect or its documents are not
then in compliance with applicable law. If the Marketer's activities pursuant to
this Agreement  require the  preparation,  amendment,  registration or filing of
information  or any  disclosure  or  other  documents,  all  requisite  offering
circulars,  ancillary documents and registration  applications shall be prepared
and filed by the Franchisor or its designee, and registration secured before the
Marketer may solicit prospective  Franchisees of PAK MAIL Centers. Costs of such
registration  applicable  to the  Marketer  shall be borne by the  Marketer.  In
particular, the Marketer shall:

     a. prepare and forward to the Franchisor  verified financial  statements of
the  Marketer in such form and for such  periods as shall be  designated  by the
Franchisor,  including audited financial statements if necessary and appropriate
to comply with applicable legal disclosure, filing or other legal requirements;

     b. promptly provide all information  reasonably  required by the Franchisor
to prepare all requisite  offering  circulars  and  ancillary  documents for the
offering of franchises throughout the Territory;

                                       3
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     c.  execute all  documents  required by the  Franchisor  for the purpose of
registering the Marketer and the Franchisor to offer  franchises  throughout the
Territory; and

     d. pay to the  Franchisor,  or its  designee,  upon  demand,  the  costs of
registering  and preparing  those  portions of all such  offering  circulars and
ancillary documents which are applicable to the Marketer.

The  Marketer  agrees to  review  all  information  pertaining  to the  Marketer
prepared  to comply  with  legal  requirements  for  selling  franchises  in the
Territory  and  verify its  accuracy  if so  requested  by the  Franchisor.  The
Marketer  acknowledges  that the  Franchisor,  its  affiliates or its designees,
shall not be liable to the  Marketer  for any errors,  omissions or delays which
may occur in the preparation of such materials.

4.3 Advertising, Recruiting and Screening.
------------------------------------------

     The  Marketer  shall  be  responsible  for  advertising  for,   recruiting,
screening and interviewing  prospects for PAK MAIL Centers franchises within the
Territory.  The Marketer  shall  provide  prospective  Franchisees  with written
information regarding a PAK MAIL Center franchise approved by the Franchisor, or
via the telephone,  face-to-face  meetings or by visiting other PAK MAIL Centers
within the  Territory.  The  Marketer  shall  submit  each  qualified  applicant
("Applicant")  for a PAK MAIL Center  franchise to the  Franchisor for approval.
The Marketer  further agrees that all Applicants  submitted to the Franchisor by
the Marketer, if an individual,  or the Principal Owner of the Applicant, if the
Applicant is not an individual,  shall be individuals who are of good character,
have  adequate  financial  resources  and meet  the  Franchisor's  criteria  for
Franchisees or Principal Owners of Franchisees.  A "Principal  Owner" is defined
in Section 7.1 below. Each application for a franchise  received by the Marketer
shall be  submitted  to the  Franchisor  with  all  information  respecting  the
Applicant, the Principal Owner of the Applicant, if applicable,  the Applicant's
proposed  franchise   location,   if  known,  and  all  other  information  then
customarily  required by the Franchisor  concerning  Applicants,  including such
financial  statements  and other  information  as the  Franchisor may reasonably
require. The Marketer shall assist the Applicant in the preparation of financial
and other required information.

4.4 Franchisor's Approval of Prospective Franchisees.
-----------------------------------------------------

     By delivery of written notice to the Marketer, the Franchisor shall approve
or disapprove  Applicants to become PAK MAIL Center Franchisees.  The Franchisor
agrees to exert its best  efforts to deliver such  notification  to the Marketer
within 30 days after the later of: (a) receipt by the  Franchisor  of a complete
application,  financial  statement and other  materials  regarding the Applicant
requested by the Franchisor;  or (b) the personal  interview of Applicant by the
Franchisor, if any. If the Franchisor,  in its sole discretion,  determines that
the Applicant possesses sufficient financial and managerial capability and meets
the other  criteria then utilized by the  Franchisor in the grant of franchises,
the  Franchisor  shall offer to the Applicant a franchise for the operation of a
PAK MAIL  Center.  The grant of the  franchise  shall be effected  only upon and
after  the  full  execution  of the  then  current  Franchise  Agreement  by the
Franchisor and the Applicant.


                         5. PAYMENTS TO THE FRANCHISOR

5.1 Initial Area Marketing Fee.
-------------------------------

     The initial area marketing fee ("Marketing  Fee") payable to the Franchisor
by the Marketer in  consideration  for the  Marketer's  appointment as exclusive
Marketer  within the Territory shall be calculated and set forth in the attached
Exhibit I. Unless  otherwise  agreed,  the Marketing Fee is payable in full upon
execution of this Agreement. The Marketing Fee is fully earned by the Franchisor
upon receipt and is nonrefundable once paid. The Marketer  acknowledges that the
Marketing  Fee  does not  include  payment  of any  initial  franchise  fees for
individual PAK MAIL Centers.

                                       4
<PAGE>


                        6. PAYMENTS TO THE AREA MARKETER

6.1 Commissions on Sales Services.
----------------------------------

     During the term of this Agreement,  the Marketer shall be paid a commission
based on a percentage  of initial  franchise  fees paid by  Franchisees  for the
purchase  of a  franchise  for a  PAK  MAIL  Center  to be  located  within  the
Territory,  upon  fulfillment  of the  following  conditions  ("Franchise  Sales
Conditions"):

     a. The  Franchisee  shall have  executed  a  Franchise  Agreement  with the
Franchisor  and an  initial  franchise  fee shall  have  been paid and  actually
received by the Franchisor (the Franchisor  shall not be deemed to have received
any fees paid into escrow,  if  applicable,  until such fees have  actually been
remitted to the Franchisor);

     b. The sale for  which  the  initial  franchise  fee has been paid is not a
resale of any existing PAK MAIL Center, or any interest therein;

     c. The  Franchisee  shall  have  successfully  completed  the  Franchisor's
initial training program; and

     d. The Marketer has complied with all other of its  obligations  under this
Agreement with respect to such sale and has verified the same to the Franchisor,
in writing in a form prescribed by the Franchisor.

     Commissions  on Sales  Services shall be paid to the Marketer in the amount
of 40% of the total initial  franchise fees paid to the  Franchisor,  payable to
the  Marketer  within 45 days  after the  Franchise  Sale  Conditions  have been
fulfilled.  The Marketer  shall not receive any commission on Sales Services for
PAK MAIL  Centers  owned and  operated  by the  Franchisor,  its  affiliates  or
designees ("Company Owned Centers") in the Territory.

6.2 Commissions on Transfers of Franchises.
-------------------------------------------

     If, during the term of this Agreement, a PAK MAIL Center located within the
Territory  or an interest  therein is resold to a different  Franchisee  and the
sale  results in the  execution  of a Franchise  Agreement  and the payment of a
transfer  fee,  then the Marketer  will not be paid a commission on any transfer
fee  paid to the  Franchisor,  but the  Marketer  will be paid  Service  Fees in
accordance with Section 6.3 below.

6.3 Service Fees.
-----------------

     The Franchisor  shall pay to the Marketer,  within 45 days after the end of
each month, a service fee ("Service Fee")  consisting of 50% of the royalty fees
(which excludes advertising fees) which each Franchisee located in the Territory
paid to the Franchisor  during the applicable  month pursuant to their Franchise
Agreement ("Royalty Fees"). Notwithstanding the foregoing:

     a.  If the  Marketer  has  failed  to  conduct  the  quarterly  inspections
described in Section 9.5 below and file a written report or failed to perform in
any material respect the other services to be provided to Franchisees located in
the  Territory  described  in Article 9 below during any  applicable  month with
respect to one or more Franchisees located in the Territory,  the Marketer shall
not be entitled to receive Service Fees with respect to such Franchisees for the
period during which reports or services were not provided.

                                       5
<PAGE>


     b. The Marketer  shall not be entitled to share or receive any Service Fees
from any fees paid to the Franchisor by  Franchisees  in the Territory  prior to
the time the  Marketer  completes  the  initial  Marketer  training  program and
commences  full  performance  of the  services  set  forth in  Article 9 of this
Agreement.

     c. If there are franchised  Centers  operating in the Territory at the time
the Marketer signs this Agreement,  then the Marketer shall receive Service Fees
from those Centers during the term of this Agreement.

     d. The Marketer  shall not receive any Service Fees with respect to any PAK
MAIL  Centers in the  Territory  owned and  operated  by the  Franchisor  or its
affiliates,  unless those Centers are operating under  Franchise  Agreements and
pay Royalty Fees to the Franchisor.

6.4 Application of Payments.
----------------------------

     The  Franchisor's  payments  to the  Marketer  shall be  based  on  amounts
actually collected from Franchisees,  not on payments accrued,  due or owing. In
the event of termination  of a Franchise  Agreement for a PAK MAIL Center within
the Territory under circumstances  entitling the Franchisee to the return of all
or part of the initial  franchise  fee or Royalty Fees (or in the event that the
Franchisor  becomes  legally  obligated  or decides in its sole  discretion,  to
return part or all of the initial franchise fee or Royalty Fees), the Franchisor
may deduct the portion of the amount to be returned  to  Franchisee  in the same
proportion as the Marketer  shared in the initial  franchise fee or Royalty Fees
from any future  amounts  owed the  Marketer.  The  Franchisor  shall  apply any
payments  received  from a  Franchisee  to any  past  due  indebtedness  of that
Franchisee  for Royalty  Fees,  advertising  contributions,  purchases  from the
Franchisor  or its  affiliates,  interest  or any  other  indebtedness  of  that
Franchisee to the Franchisor or its affiliates. To the extent that such payments
are applied to a Franchisee's  overdue Royalty Fee payments,  the Marketer shall
be entitled to its pro rata share of such  payments,  less its pro rata share of
the costs of collection paid to third parties.

6.5 Setoffs.
------------

     The Marketer shall not be allowed to set off amounts owed to the Franchisor
for fees or other amounts due hereunder, against any monies owed to the Marketer
by the  Franchisor,  which  right of set off is hereby  expressly  waived by the
Marketer.  The  Franchisor  shall  be  allowed  to set off  amounts  owed to the
Marketer for commissions,  Service Fees or other amounts due hereunder,  against
any monies  owed to the  Franchisor  by the  Marketer,  including,  setting  off
amounts owed to the Marketer for commissions or Service Fees against monies owed
to the  Franchisor  for  commissions  on Sales  Services  which were paid to the
Marketer before the Franchisee failed to successfully  complete the Franchisor's
initial training program.


                             7. TRAINING ASSISTANCE

7.1 Area Marketer Training.
---------------------------

     Within  90  days  after  the  date of  execution  of  this  Agreement,  the
Franchisor shall furnish, and the Marketer (or if the Marketer is a partnership,
corporation,  or other entity, an individual designated by the Marketer who owns
at least 25% of the ownership interest in the Marketer and who has been approved
by the  Franchisor,  who shall be  designated  as the  "Principal  Owner") shall
attend, at the Marketer's sole cost and expense, an initial training program, to
consist of the training program  applicable to the Franchisor's  Franchisees and
such further  training  which may include  topics such as  marketing,  franchise
sales, franchise law compliance, site selection and store opening procedures, as
the Franchisor in its sole discretion deems  advisable,  furnished at such place
and time as the Franchisor may designate.

                                       6
<PAGE>


7.2 Length of Training.
-----------------------

     The first portion of the initial Marketer  training program will last up to
10 days and will  consist of the  initial  training  program  applicable  to the
Franchisor's  Franchisees.  The second portion of the initial Marketer  training
consists of up to 3 days of on the job  instruction at the  Marketer's  Business
location.  Other than the Marketing  Fee, no tuition or fee shall be charged for
the initial training.  However, the Marketer shall be responsible for all travel
and living  expenses  which are incurred in  connection  with  attendance at the
initial training program.

7.3 Additional Training.
------------------------

     The initial  training  program  will be made  available to  replacement  or
additional  Principal Owners and other  management  personnel during the term of
this Agreement.  The Franchisor reserves the right to charge a tuition or fee in
an amount  payable in  advance,  commensurate  with the then  current  published
prices of the Franchisor for such training. The Marketer will be responsible for
all travel and living  expenses  incurred by its  personnel in  connection  with
attendance at the training  program.  Further,  the availability of the training
programs will be subject to space  considerations  and prior  commitments to new
PAK MAIL Franchisees and Marketers.

7.4 Seminars and Ongoing Training.
----------------------------------

     From time to time,  the  Franchisor  may present  seminars,  conventions or
continuing development programs for the benefit of the Marketer. The Marketer or
its Principal Owner shall be required to attend any ongoing mandatory  seminars,
industry  conventions  or  programs  as may be  offered by the  Franchisor.  The
Franchisor  shall give the Marketer at least 30 days prior written notice of any
seminar,  convention or program which is deemed  mandatory.  The Franchisor will
not require  that the  Marketer  attend any ongoing  training  more often than a
total of five working days each calendar  year. The Marketer will be responsible
for all travel and living  expenses which are associated  with attendance at any
ongoing training program.


                      8. FRANCHISOR'S OPERATING ASSISTANCE

8.1 System Manual.
------------------

     The Franchisor shall, in addition to the Marketer training program, loan to
the Marketer  during the term hereof one copy of its System Manual to assist the
Marketer and its employees in the conduct of the business  contemplated  by this
Agreement.  The Franchisor may prescribe  mandatory and suggested  standards and
operating  procedures  for the  Marketer  in the  System  Manual,  which  may be
modified from time to time by the  Franchisor.  The Marketer shall keep its copy
of the System Manual current.  In the event of a dispute  relating to the System
Manual,  the master copy that the Franchisor  maintains at its principal  office
shall be  controlling.  The  Marketer  may not at any time  copy any part of the
System Manual,  unless approved in writing by the  Franchisor.  In the event the
Marketer's copy of the System Manual is lost, destroyed or damaged, the Marketer
shall be  obligated  to obtain from the  Franchisor,  at the  Franchisor's  then
applicable  charge, a replacement  copy of the System Manual.  The System Manual
and other  writings  communicated  to the  Marketer  shall  constitute  material
provisions of this Agreement as if fully set forth herein.

                                       7
<PAGE>


8.2 Operating Assistance.
-------------------------

     The Franchisor  will make available the following  services during the term
of this Agreement:

     a. Upon the reasonable  request of the Marketer,  consultation by telephone
regarding advice related to franchise sales,  Franchisee support and assistance;
and

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


                         9. AREA MARKETER'S OBLIGATIONS

9.1 Hiring and Training of Employees of Area Marketer.
------------------------------------------------------

     The  Marketer  shall  hire  all  of  the  Marketer's  employees,  shall  be
exclusively  responsible for the terms of their  employment and compensation and
shall implement a training program for employees to ensure their compliance with
the Franchisor's  requirements;  provided that the Marketer shall not employ any
person whom the Franchisor,  in its sole discretion,  has determined to be unfit
to represent the Franchisor in the marketing of PAK MAIL Center franchises or in
furnishing services to Franchisees.

9.2 Commencement of Business.
-----------------------------

     Unless  otherwise  agreed to in writing by the Franchisor and the Marketer,
the  Marketer  has 120  days  from the date of this  Agreement  within  which to
complete its initial  training and commence  operation of its PAK MAIL  Marketer
Business.  The Franchisor  will extend the time within which the Marketer has to
commence  operations for a reasonable  period of time, in the event that factors
beyond the Marketer's  reasonable control prevent the Marketer from meeting this
development schedule, so long as the Marketer has made reasonable and continuing
efforts to comply and the Marketer requests in writing,  an extension of time in
which to have its Business established before the development period lapses. The
obligations of the Marketer,  including  Sales  Services,  shall commence at the
earlier  of the date the  Marketer  or its  Principal  Owner has  satisfactorily
completed the Franchisor's initial training program or 120 days from the date of
this Agreement.

9.3 Sales Services.
-------------------

     The Marketer  shall solicit and identify  prospective  franchisees  for PAK
MAIL Centers to be located within the Territory.

9.4 Pre-Opening Support Services.
---------------------------------

     The Marketer shall perform the following  pre-opening  Support  Services on
behalf of the Franchisor with respect to Franchisees of PAK MAIL Centers located
in the Territory:

     a. Assist with Center location  selection for each Franchisee,  which shall
consist of providing each Franchisee  with criteria for a satisfactory  site and
assisting  each  Franchisee  in  completing  a  site  report   (containing  such
demographic,  commercial and other information and photographs as the Franchisor
may reasonably  require) for each location at which the  Franchisee  proposes to
establish and operate a PAK MAIL Center and which Marketer  reasonably  believes
conform to the Franchisor's site selection criteria;

                                       8
<PAGE>


     b. Provide information about required,  recommended or acceptable terms and
conditions to be included in the Franchisee's lease for the Center premises;

     c. To the  extent  required  by the  Franchisor,  assist  a  Franchisee  in
securing financing;

     d. Provide standards and specifications for the build out, interior design,
layout, floor plan, signs, designs,  color and decor of the Center as prescribed
from time to time by the Franchisor;

     e. Provide on-site  assistance for not less than 24 hours in the opening of
PAK MAIL Centers located in the Territory; and

     f. Provide  guidance in implementing  advertising  and marketing  programs,
operating and sales procedures and bookkeeping and accounting programs.

9.5 Ongoing Support Services.
-----------------------------

     With respect to Franchisees  of PAK MAIL Centers  located in the Territory,
the Marketer shall perform the following  ongoing Support  Services on behalf of
the Franchisor:

     a.  Initiate  not  fewer  than two  consultations  by  telephone  with each
Franchisee each month  regarding the continuing  operation and management of the
Center and advice regarding services offered and related issues;

     b.  Conduct  seminars  for  Franchisees  to  provide  on-going  updates  of
information  regarding  new services  and  products,  the  shipping  business in
general,  marketing  and  business  techniques  and  updated  Licensed  Methods,
including without limitation, information about special programs or new services
of the Franchisor, such as the A.M. P.M. MOVERS Program;

     c. Provide advice and  assistance to the Franchisee in connection  with the
development of and improvements to the Franchisee's Center;

     d.  Conduct at least one field  inspection  of each PAK MAIL  Center in the
Territory  every  calendar  quarter in the manner as required by the  Franchisor
from time to time, said inspections to be verified by written reports;

     e.  Provide  access to  advertising  and  promotional  materials  as may be
developed  by the  Franchisor  from  time  to time  and  assist  Franchisees  in
implementing advertising and promotional campaigns;

     f. At the  Franchisor's  written request,  establish a toll-free  telephone
number  for all PAK MAIL  Centers  located  in the  Territory  to  consult  with
Franchisees during regular business hours;

     g. Submit monthly reports to the Franchisor on activities in the Territory,
using procedures and forms prescribed and supplied by the Franchisor; and

     h. Use best efforts to cause Franchisees in the Territory to timely pay all
amounts due to the Franchisor and collect past due amounts from Franchisees.

9.6 Compliance with Franchise Agreement.
----------------------------------------

     The   Marketer   acknowledges   that   it  is   being   delegated   certain
responsibilities  of the Franchisor under the Franchise Agreement to Franchisees
in the Territory. The responsibilities to Franchisees are to be performed by the
Marketer as described  herein or as may in the future be set forth in the System

                                       9
<PAGE>


Manual or other reasonable  standards and  specifications  as may be provided by
the  Franchisor  from  time to  time,  and the  Marketer's  responsibilities  to
Franchisees will not materially change during the term of this Agreement. In the
performance  of  services  to  Franchisees  of PAK MAIL  Centers  located in the
Territory,  the  Marketer  shall  in all  respects  comply  with the  terms  and
conditions of any Franchise  Agreement or other  agreement in effect between the
Franchisee  and the  Franchisor.  The Marketer  understands,  however,  that its
rights as an area  marketer are only by virtue of this  Agreement and that it is
not in any manner a party, third party beneficiary or holder of any other right,
title or interest  in or to any  Franchise  Agreement,  unless it is a Franchise
Agreement in which the Marketer is the Franchisee.

9.7 Area Marketer's Inspections.
--------------------------------

     The Marketer shall ascertain through field audits, reviews and inspections,
that each  Franchisee in the Territory has complied  satisfactorily  with all of
the terms and conditions of the Franchise Agreement, specifications,  standards,
operating  procedures,  and the Franchisee Operations Manual, and shall promptly
notify the  Franchisee  in  writing,  with a copy and  evaluation  report to the
Franchisor, of any deficiencies; provided, however, the Marketer understands and
acknowledges  that its  inspections  and reports are advisory  only and that the
Franchisor shall have: (a) all of the rights to inspect and ascertain compliance
of all  Franchisees as if this Agreement were not in effect;  (b) the sole right
to send notices of default to the Franchisee;  (c) the sole right to terminate a
Franchise Agreement for failure to cure such defaults (if an opportunity to cure
is granted); and (d) the sole right to take any legal action with respect to any
default or any violation of a Franchise Agreement. If the Marketer believes that
any  Franchisee  in the Territory  has breached a Franchise  Agreement  with the
Franchisor,  the  Marketer  shall  document in writing all facts  related to the
alleged breach and shall request in writing that the Franchisor investigate such
alleged  breach.  If,  as  a  result  of  the  Franchisor's  investigation,  the
Franchisor  determines that there is a breach by the Franchisee of its Franchise
Agreement with the Franchisor,  the Franchisor  shall,  in its sole  discretion,
take such action as it deems appropriate.


                                   10. MARKS

10.1 Ownership and Goodwill of Marks.
-------------------------------------

     The  Marketer  acknowledges  that its  rights to use the Marks are  derived
solely from this  Agreement,  unless  such  rights are granted  under a separate
written  agreement  with the  Franchisor,  and are  limited to  operating  as an
Marketer pursuant to and in compliance with this Agreement. Any unauthorized use
of  the  Marks  by  the  Marketer  shall  constitute  a  breach  hereof  and  an
infringement  of the  Franchisor's  rights  in and to the  Marks.  The  Marketer
acknowledges and agrees that its usage of the Marks and any goodwill established
thereby  shall  inure  to the  Franchisor's  exclusive  benefit  and  that  this
Agreement  does not confer any goodwill or other  interest in the Marks upon the
Marketer.

10.2 Limitations on Use.
------------------------

     The Marketer  shall not use any Mark as part of any corporate or trade name
or with any prefix,  suffix or other modifying words, terms,  designs or symbols
(other than logos licensed to the Marketer hereunder),  or in any modified form,
nor may the Marketer use any Mark in connection  with  unauthorized  services or
products  or in any other  manner  not  expressly  authorized  in writing by the
Franchisor.  The Marketer  agrees to give such notices of trademark  and service
mark  registration  as the  Franchisor  specifies  and to use  and  obtain  such
fictitious or assumed name registrations as may be required by the Franchisor or
under  applicable  law. The Marketer  further  agrees that no service mark other

                                       10
<PAGE>


than "PAK MAIL" or such other Marks as may be specified by the Franchisor  shall
be used in the  marketing,  promotion or operation of the  Marketer's  Business.
Except as may be permitted in the System Manual,  the Marketer agrees not to use
any of the Marks as part of an  electronic  mail  address or on any sites on the
Internet or on the World Wide Web and the Marketer agrees not to use or register
any of the Marks as a domain name on the Internet.

10.3 Discontinuance of Use of Marks.
------------------------------------

     If it becomes  advisable at any time, in the Franchisor's  sole discretion,
for the Franchisor  and/or the Marketer to modify or discontinue use of any Mark
and/or use one or more  additional or  substitute  trade or service  marks,  the
Marketer agrees, at its own expense, to comply with the Franchisor's  directions
to do so within a reasonable time after notice thereof.

10.4 Notification of Infringements and Claims.
----------------------------------------------

     The  Marketer  shall  immediately  notify the  Franchisor  of any  apparent
infringement  of or challenge to the Marketer's use of any Mark, or claim by any
person of any rights in any Mark,  and the Marketer shall not  communicate  with
any person other than the Franchisor or its counsel in connection  with any such
matter.  The Marketer may not settle any claim without the Franchisor's  written
consent.  The  Franchisor  shall have sole  discretion to take such action as it
deems  appropriate and the right to control  exclusively  any  litigation,  U.S.
Patent and Trademark Office  proceeding or any other  administrative  proceeding
arising out of any such  infringement,  challenge or claim or otherwise relating
to any  Mark.  The  Marketer  agrees  to  execute  any and all  instruments  and
documents,  render such  assistance  and perform such acts as, in the opinion of
the Franchisor's  counsel, may be necessary or advisable to protect and maintain
the Franchisor's interest in the Marks.

10.5 Indemnification.
---------------------

     The  Franchisor  agrees to indemnify the Marketer  against and to reimburse
the  Marketer  for all  damages  for which the  Marketer  is held  liable in any
proceeding  arising  out of its  authorized  use of any Mark  pursuant to and in
compliance  with this  Agreement  and for all costs  reasonably  incurred by the
Marketer in defending any such claim or any  proceeding in which the Marketer is
named as a party,  provided that the Marketer has timely notified the Franchisor
of such claim or proceeding and has otherwise complied with this Agreement.  The
Franchisor,  at its option,  shall be entitled to defend and control the defense
of any proceeding  arising out of the Marketer's use of any Mark pursuant to and
in compliance with this Agreement.


                          11. CONFIDENTIAL INFORMATION

11.1 Confidential Information.
------------------------------

     The  Franchisor  possesses  certain  proprietary  confidential  information
consisting  of the methods,  techniques,  formats,  specifications,  procedures,
information,  systems,  methods  of  business  management,  sales and  promotion
techniques and knowledge of and  experience in the operation and  franchising of
PAK MAIL Centers (the "Confidential Information"). The Franchisor shall disclose
the Confidential Information to the Marketer in the training program, the System
Manual and in guidance  furnished to the AD during the term hereof. The Marketer
will not acquire any interest in the  Confidential  Information,  other than the
right to utilize it in the Territory in the execution of the  Marketer's  duties
hereunder during the term of this Agreement,  and the Marketer acknowledges that
the use or  duplication  of the  Confidential  Information in any other business
venture  would  constitute  an  unfair  method  of  competition.   The  Marketer
acknowledges  and  agrees  that the  Confidential  Information  is  proprietary,
includes trade secrets of the Franchisor and is disclosed to the Marketer solely
on  the  condition  that  the  Marketer  agrees,   and  the  Marketer  (and  its
shareholders,  officers, directors,  partners, members, managers and equivalents
if the Marketer is an entity) does hereby agree that the Marketer: (a) shall not
use the  Confidential  Information in any other business or capacity;  (b) shall
maintain the absolute confidentiality of the Confidential Information during and
for two years after the term of this Agreement;  (c) shall not make unauthorized
copies of any portion of the  Confidential  Information  disclosed in written or
other tangible form; and (d) shall adopt and implement all reasonable procedures

                                       11
<PAGE>


prescribed  from time to time by the Franchisor to prevent  unauthorized  use or
disclosure  of the  Confidential  Information.  The  Marketer  agrees  that  the
Franchisor  shall have the perpetual  right to use and authorize  other PAK MAIL
Center  Franchisees  and area marketers to use, and the Marketer shall fully and
promptly disclose to the Franchisor, all ideas, concepts, methods and techniques
relating  to the  development  and/or  operation  of a PAK  MAIL  Center  or the
Marketer's  activities  howsoever  conceived or developed by the Marketer and/or
its employees  and/or the franchised  PAK MAIL Centers  serviced by the Marketer
during  the term of this  Agreement.  The  Marketer  acknowledges  that any such
ideas, concepts,  methods and techniques shall be the property of the Franchisor
and the  Franchisor  may utilize or disclose such  information to Franchisees or
other agents as it determines to be appropriate.

11.2 Confidentiality and Noncompetition Agreement.
--------------------------------------------------

     The  Franchisor  reserves the right to require that the Marketer cause each
of its shareholders, officers, directors, partners, employees, members, managers
and equivalents,  or if the Marketer is an individual, the Marketer's spouse, to
execute a Confidentiality and Noncompetition Agreement in a form approved by the
Franchisor.


                           12. EXCLUSIVE RELATIONSHIP

12.1 Exclusive Relationship.
----------------------------

     The  Franchisor  is entering into this  Agreement  with the Marketer on the
condition  that the Marketer  will deal  exclusively  with the  Franchisor.  The
Marketer  acknowledges and agrees that the Franchisor would be unable to protect
its Confidential Information and would be unable to encourage a free exchange of
ideas and information  among area marketers and the Franchisor if area marketers
were permitted to hold interests in any Competitive  Business, as defined below.
The  Marketer  therefore  agrees  that,  during  the term  hereof,  neither  the
Marketer, the Marketer's officers, directors,  shareholders,  members, managers,
partners and equivalents who participate in the management of the Marketer,  nor
the Marketer's spouse, and, if applicable, the Principal Owner, shall:

     a. have any direct or indirect  interest as a disclosed or beneficial owner
in a "Competitive  Business," which shall be defined as a business  operating or
granting  franchises  or licenses to others to operate,  a  packaging,  crating,
freight forwarding and/or mailing business or any similar business deriving more
than 10% of its  gross  receipts  (excluding  PAK MAIL  Centers  operated  under
franchise agreements with the Franchisor) from the sale of packaging and mailing
products or services;

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

     c. perform services as a director, officer, manager, employee,  consultant,
representative, agent or the equivalent for a Competitive Business; or

     d. divert or attempt to divert any business  related to, or any customer or
account of, the Marketer  Business,  the Franchisor's  business or any other PAK
MAIL  area  marketer's  or  Franchisee's   business,  by  direct  inducement  or
otherwise,  or divert or attempt to divert the employment of any employee of the
Franchisor or another area marketer or Franchisee  licensed by the Franchisor to
any Competitive Business by any direct inducement or otherwise.

                                       12
<PAGE>


Notwithstanding the foregoing,  the Marketer shall not be prohibited from owning
securities in a Competitive  Business if such  securities  are listed on a stock
exchange or traded on the  over-the-counter  market and  represent 2% or less of
that class of securities issued and outstanding.


                             13. OPERATING STANDARDS

13.1 Standards of Service.
--------------------------

     The  Marketer  shall at all times  give  prompt,  courteous  and  efficient
service to PAK MAIL Center Franchisees in the Territory.  The Marketer shall, in
all dealings with Franchisees, prospective franchisees and the public, adhere to
the highest standards of honesty, integrity, fair dealing and ethical conduct.

13.2 Compliance with Laws and Good Business Practices.
------------------------------------------------------

     The Marketer  shall  secure and  maintain in force all  required  licenses,
permits and  certificates  relating to the Marketer's  activities  hereunder and
shall  operate in full  compliance  with all  applicable  laws,  ordinances  and
regulations.  The Marketer  acknowledges  being advised that many  jurisdictions
have enacted laws concerning the  advertising,  sale,  renewal,  termination and
continuing  relationship  between  parties to a franchise  agreement,  including
without limitation, laws concerning disclosure requirements. The Marketer agrees
promptly  to  become  aware  of,  and to  comply  with,  all such laws and legal
requirements  in force in the Territory  and to utilize only offering  circulars
that the Franchisor has approved for use in the applicable jurisdiction.

13.3 Accuracy of Information.
-----------------------------

     Before it offers or sells any franchise,  the Marketer shall each time take
reasonable  steps to  confirm  that the  information  contained  in any  written
materials,  agreements  and  other  documents  related  to the  offer or sale of
franchises  is true,  correct  and not  misleading  at the time of such offer or
sale,  and the offer or sale of such franchise will not at that time be contrary
to or in violation of any applicable  state law related to the  registration  of
the  franchise  offering.  The  Franchisor  shall  provide the Marketer with any
changes to its disclosure  documents and other agreements on a timely basis, and
shall, upon request, provide the Marketer with confirmation that the information
contained in any written  materials,  agreements or documents  being used by the
Marketer  is  true,   correct  and  not   misleading,   except  for  information
specifically  relating to  disclosures  regarding the Marketer.  If the Marketer
notifies  the  Franchisor  of an error in any  information  in the  Franchisor's
documents,  the Franchisor shall have a reasonable  period of time to attempt to
correct any deficiencies, misrepresentations or omissions in such information.

13.4 Notification of Litigation.
--------------------------------

     The Marketer shall notify the Franchisor in writing within five days of the
commencement  of any  action,  suit,  proceeding  or  investigation,  and of the
issuance of any order, writ,  injunction,  award or decree, by any court, agency
or other  governmental body which concerns the operation or financial  condition
of the Marketer, the Marketer's Business or any Franchisee in the Territory.

                                       13
<PAGE>


13.5 Ownership and Management of Business.
------------------------------------------

     The Marketer's Business shall at all times be under the direct, day-to-day,
full-time  supervision  of the Marketer  (or, if the Marketer is a  partnership,
corporation,  limited liability company or other entity, the Principal Owner who
shall have been  approved by the  Franchisor  and who shall have  satisfactorily
completed the Franchisor's  training  program).  The Marketer shall at all times
during  the term of this  Agreement  own and  control  the  Business  authorized
hereunder.  Upon the request of the  Franchisor,  the  Marketer  shall  promptly
provide  satisfactory proof of such ownership.  The Marketer represents that the
Statement of Ownership, attached to this Agreement as Exhibit V and incorporated
herein  by  reference,  is true,  complete,  accurate  and not  misleading.  The
Marketer shall promptly provide the Franchisor with written  notification if the
information  contained in the Statement of Ownership  changes at any time during
the  term of this  Agreement  and  shall  comply  with the  applicable  transfer
provision  contained in Article 15 of this Agreement.  If the Marketer is not an
individual,  an individual or  individuals  designated by the  Franchisor  shall
execute the Guaranty and Assumption of Marketer's Obligations attached hereto as
Exhibit IV and incorporated herein by reference.

13.6 Conflicting Interests.
---------------------------

     The Marketer shall at all times faithfully, honestly and diligently perform
its obligations  hereunder and  continuously  exert its best efforts to promote,
enhance and service PAK MAIL Centers in the  Territory.  The Marketer  shall not
engage in any other business or other  activity,  directly or  indirectly,  that
requires  any  significant  management  responsibility,   time  commitments,  or
otherwise may conflict with the Marketer's  obligations  hereunder,  without the
prior written approval of the Franchisor.

13.7 Insurance.
---------------

     The Marketer shall at all times during the term of this Agreement  maintain
in force,  at the  Marketer's  sole  expense,  comprehensive,  public  and motor
vehicle liability insurance against claims for bodily and personal injury, death
and property damage caused by or occurring in conjunction  with the operation of
the Marketer's  Business under this Agreement.  Such insurance coverage shall be
maintained under one or more policies of insurance  containing minimum liability
protection of $1,000,000 per occurrence for bodily and personal injury and death
and $500,000 per occurrence  for property  damage.  All such insurance  policies
shall be issued by insurance carriers  acceptable to the Franchisor.  All of the
required insurance policies shall name the Franchisor as an additional  insured,
contain a waiver of the insurance  company's  right of  subrogation  against the
Franchisor and provide that the  Franchisor  will receive 30 days' prior written
notice of  termination,  expiration  or  cancellation  of any such  policy.  The
Franchisor  has the right to change the minimum amount of insurance the Marketer
is required to maintain by giving the Marketer prior reasonable  notice,  giving
due consideration to what is reasonable and customary in similar businesses.

13.8 Proof of Insurance Coverage.
---------------------------------

     The Marketer  will provide  proof of insurance to the  Franchisor  prior to
commencement of operations of its Marketer  Business.  This proof will show that
the  insurer  has been  authorized  to inform  the  Franchisor  in the event any
policies  lapse or are  cancelled.  The Marketer  shall submit to the Franchisor
annually  a copy  of the  certificates  or  other  evidence  of the  renewal  or
extension of each required  insurance policy.  Noncompliance  with the insurance
provisions set forth herein shall be deemed a material breach of this Agreement;
and in the event of any lapse in  insurance  coverage,  in addition to all other
remedies,  the Franchisor shall have the right to demand that the Marketer cease
operations of the Marketer  Business until  coverage is  reinstated,  or, in the
alternative,  pay any delinquencies in premium payments and charge the same back
to the  Marketer.  The  Marketer's  obligation  to obtain and maintain  required
insurance  policies  shall not be limited in any way by reason of any  insurance
maintained  by the  Franchisor,  nor shall the  Marketer's  compliance  with the
insurance  provisions in this Agreement  relieve the Marketer of its obligations
under Section 18.4 of this Agreement.

                                       14
<PAGE>


13.9 Advertising in Territory.
------------------------------

     The  Marketer is required to spend during each  calendar  quarter a certain
specified amount ("Advertising  Expenditure") to advertise and promote the offer
and sale of franchises for PAK MAIL Centers in the Territory.  The amount of the
Advertising  Expenditure  shall be designated in Exhibit I attached hereto.  The
Marketer  shall  submit  to the  Franchisor  an  accounting  of its  Advertising
Expenditures  within 20 days  following the end of each calendar  quarter during
the term of this  Agreement.  The Franchisor  reserves the right to withhold the
payment of Service Fees due to the Marketer for any calendar  quarter until such
time as the Franchisor  receives the Marketer's  Advertising  Expenditure report
for all previous  quarters.  All advertising and promotion by the Marketer shall
be  completely   factual  and  conform  to  the  highest  standards  of  ethical
advertising.  The Marketer  agrees to refrain  from any business or  advertising
practice that may be injurious to the Franchisor,  the goodwill  associated with
the Marks or PAK MAIL Centers.

13.10 Approval of Advertising.
------------------------------

     Prior  to  their  use by the  Marketer,  samples  of  all  advertising  and
promotional  materials  not prepared or previously  approved by the  Franchisor,
including,  without  limitation,  Internet  advertising on the World Wide Web or
other similar network, shall be submitted to the Franchisor for approval,  which
approval  shall not be  unreasonably  withheld.  If written  disapproval  is not
received by the Marketer within 15 business days from the  Franchisor's  receipt
of proposed advertising materials,  the Franchisor shall be deemed to have given
its  approval.  The  Marketer  shall  not use  any  advertising  or  promotional
materials that the Franchisor has  disapproved.  The Marketer  acknowledges  and
understands   that  certain  states  require  the  filing  of  franchise   sales
advertising  materials with the appropriate state agency prior to dissemination.
The Marketer agrees to fully and timely comply with such filing  requirements at
the Marketer's own expense unless such  advertising  has been  previously  filed
with the state by the Franchisor.

13.11 Accounting, Bookkeeping and Records.
------------------------------------------

     The Marketer shall  maintain at its Business  premises in the Territory all
original invoices,  receipts,  checks, contracts,  licenses,  acknowledgement of
receipt forms and bookkeeping and business records as the Franchisor may require
from time to time. The Marketer shall furnish to the Franchisor,  within 90 days
after the end of the Marketer's fiscal year, a balance sheet and profit and loss
statement  for the  Marketer's  Business  for such year (or monthly or quarterly
statements if required by the Franchisor,  in which case such  statements  shall
also  reflect  year-to-date  information).  In  addition,  upon  request  of the
Franchisor, within 10 days after such returns are filed, exact copies of federal
and state income, sales and any other tax returns and such other forms, records,
books and other information as the Franchisor may periodically require regarding
the Marketer's Business shall be furnished to the Franchisor. The Marketer shall
maintain  all  records and reports of the  Business  conducted  pursuant to this
Agreement for at least two years after the date of  termination or expiration of
this Agreement.

13.12 Reports.
--------------

     The Marketer shall, as often as required by the Franchisor,  deliver to the
Franchisor a written  report of its Business  activities  during such periods as
required in Sections 9.4, 9.5 and 9.7 above,  in such form and in such detail as
the  Franchisor  may from  time to time  specify,  including  information  about
efforts to solicit  prospective  Franchisees,  the status of pending real estate
transactions and the status of the Centers in the Territory. The Marketer shall,
as often as  required  by the  Franchisor,  during  the term of this  Agreement,
deliver to the Franchisor the field  inspection  reports required in Section 9.5
above, for each Franchisee in the Territory,  in such form and in such detail as
the Franchisor may from time to time specify.

                                       15
<PAGE>


13.13 Late Charges.
-------------------

     The Franchisor reserves the right to automatically assess a $50 late charge
for any report or financial statement required under the terms of this Agreement
which is not timely filed by the  Marketer.  Such late charge shall  continue to
accrue each month that the late report or financial  statement  remains  unfiled
and shall be due and payable in full upon demand by the Franchisor. In the event
any late charge is not paid upon demand,  the Franchisor may elect to pursue all
of its available remedies.

13.14 Compliance with Third Party Agreements.
---------------------------------------------

     The Marketer shall comply with all agreements with third parties related to
the Marketer Business including,  in particular,  all provisions of any premises
lease.


                           14. INSPECTIONS AND AUDITS

14.1 Inspections and Audits.
----------------------------

     To determine  whether the Marketer is complying  with this  Agreement,  the
Franchisor  or its  designee  shall  have the  right at any time  during  normal
business  hours,  and without  prior notice to the  Marketer,  to enter onto the
premises in which the Marketer is then keeping its business records and inspect,
and  conduct an audit of,  the  business  records,  bookkeeping  and  accounting
records,  invoices,  payroll records,  time cards,  check stubs,  bank deposits,
receipts, sales tax records and returns and other business records and documents
of the Marketer's Business. The Marketer and its employees shall fully cooperate
with  representatives  of the  Franchisor  making,  conducting,  supervising  or
observing any such inspection or audit.  The Franchisor may require the Marketer
to purchase a computer and modem and to join and pay for an  electronic  network
connection to facilitate the  Franchisor's  communication  with the Marketer and
among  all  Marketers  and  Franchisees  and to allow the  Franchisor  unlimited
electronic access to the Marketer's Business records.


                                 15. TRANSFERS

15.1 Transfers by the Franchisor.
---------------------------------

     This Agreement is fully  transferable  by the Franchisor and shall inure to
the benefit of any  transferee  or other  legal  successor  to the  Franchisor's
interests herein.

15.2 Transfers by the Marketer.
-------------------------------

     The Marketer  agrees that the rights and duties  created by this  Agreement
are  personal  to  the  Marketer  (or  its  officers,  directors,  shareholders,
managers,  members,  partners or  equivalents  if the Marketer is an entity) and
that the  Franchisor  has  entered  into this  Agreement  in  reliance  upon the
Franchisor's  perceptions  of the  individual  or collective  character,  skill,
aptitude,  attitude, business ability and financial capacity of the Marketer (or
its  officers,   directors,   shareholders,   members,  managers  or  partners).
Accordingly,  without the prior written consent of the Franchisor, which consent
will not be  unreasonably  withheld,  neither  this  Agreement  (or any interest
therein),  nor any of the  assets  of the  Business,  nor any part or all of the
ownership of the Marketer may be transferred.  Any  unauthorized  transfer shall
constitute  a  breach  hereof  and be  void  and of no  effect.  As used in this
Agreement,   the  term   "transfer"   shall  mean  and  include  the  voluntary,
involuntary,  direct or indirect assignment,  sale, subfranchise,  gift or other
disposition  by the Marketer (or any of its owners) of any interest in: (1) this
Agreement;  (2) 30% or more of the ownership  interests in the Marketer;  or (3)
the assets of the Business.

                                       16
<PAGE>


15.3 Conditions for Approval of Transfer.
-----------------------------------------

     If  the  Marketer  (and  its  officers,  directors,  managers,  owners  and
equivalents  if the  Marketer  is an entity)  are in full  compliance  with this
Agreement,  the  Franchisor  shall not  unreasonably  withhold its approval of a
transfer  that  meets  all the  applicable  requirements  of this  Section.  The
proposed  transferee  and its officers,  directors,  managers and owners must be
individuals  of good moral  character and otherwise meet the  Franchisor's  then
applicable standards for area marketers. If the transfer is of this Agreement, a
30% or more  ("Controlling  Interest")  interest  in the  Marketer,  or all or a
substantial  portion  of the  assets of the  Business,  or is one of a series of
transfers which in the aggregate  constitute the transfer of this  Agreement,  a
Controlling  Interest  in the  Marketer or all or a  substantial  portion of the
assets of the Business,  all of the following conditions must be met prior to or
concurrently with the effective date of the transfer:

     a. The transferee shall have sufficient business  experience,  aptitude and
financial resources to act as a Marketer,  agree to be bound by all of the terms
and conditions of this Agreement and the transferee  and/or its Principal  Owner
must have  completed  the  Franchisor's  training  program  to the  Franchisor's
satisfaction;

     b. The Marketer  shall have paid all fees due  hereunder,  all amounts owed
for purchases  from the  Franchisor and all other amounts owed to the Franchisor
or its  affiliates  and third party  creditors and submit to the  Franchisor all
required reports and statements;

     c. The Marketer or the transferee shall have paid the Franchisor a transfer
fee in the  amount  of  $2,500  to  defray  expenses  the  Franchisor  incurs in
connection with the transfer;

     d. The  Marketer  (and/or  its  transferring  owners)  executes  a  general
release,  in form satisfactory to the Franchisor,  of any and all claims against
the  Franchisor and its affiliates  and their  respective  officers,  directors,
employees and agents;

     e. The  transferee  shall execute an Area  Marketing  Agreement in the form
then  currently  offered  by the  Franchisor,  the term of which will end on the
expiration date of this  Agreement,  and which shall supersede this Agreement in
all respects.  The Marketer  acknowledges that the terms of a new Area Marketing
Agreement may differ from the terms of this Agreement;

     f. The Franchisor  shall have approved the material terms and conditions of
such  transfer,  including,  without  limitation,  that the  price  and terms of
payment are not so burdensome as to affect adversely the  transferee's  business
as a Marketer of the Franchisor;

     g. If the Marketer  (and/or the  transferring  owners) finances any part of
the sale price of the transferred interest, the Marketer and/or its owners shall
have agreed that all obligations of the transferee  under any promissory  notes,
agreements  or  security  interests  shall be  subordinate  to the  transferee's
obligations to pay fees, and other amounts due to the Franchisor, its affiliates
and designees and otherwise to comply with this Agreement; and

     h. The Marketer  (and/or its  transferring  owners)  shall have  executed a
noncompetition covenant in favor of the Franchisor and the transferee with terms
the same as those set forth in Section 17.5 below.

                                       17
<PAGE>


15.4 Transfer to an Entity.
---------------------------

     If the Marketer is in full compliance with this Agreement, the Marketer may
transfer this  Agreement to a corporation  or other entity in which the Marketer
owns all of the ownership interest with the Franchisor's prior written approval,
which approval shall not be unreasonably withheld. The transfer fee described in
Section  15.3(c) above will be waived by the  Franchisor  and all owners of such
entity  shall sign a Guaranty  and  Assumption  of the  Marketer's  Obligations,
attached hereto as Exhibit IV.

15.5 Franchisor's Approval of Transfer.
---------------------------------------

     The  Franchisor  has 30 days from the date of the written notice to approve
or disapprove in writing,  of the Marketer's  proposed transfer.  Written notice
shall mean and include all  documentation  necessary to evaluate the transferee.
The Marketer  acknowledges  that the proposed  transferee shall be evaluated for
approval by the Franchisor based on the same criteria as is currently being used
to assess new marketers of the Franchisor and that the proposed transferee shall
be provided,  if appropriate,  with such disclosures as may be required by state
or federal law.

15.6 Death or Disability of Area Marketer.
------------------------------------------

     Upon the death or  permanent  disability  of the  Marketer  (or a Principal
Owner of or the owner of a Controlling Interest in the Marketer),  the executor,
administrator,  conservator,  guardian or other personal  representative of such
person shall  transfer his or her interest in this Agreement or such interest in
the Marketer 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 six
months from the date of death or permanent  disability,  and shall be subject to
all the terms and conditions  applicable to transfers contained in this Article.
Failure to transfer  the  interest  in this  Agreement  or such  interest in the
Marketer within said period of time shall constitute a breach of this Agreement.
For purposes  hereof,  the term  "permanent  disability"  shall mean a mental or
physical  disability,  impairment or condition  that  prevents the  Marketer,  a
Principal  Owner or an owner of a  Controlling  Interest  in the  Marketer  from
performing the essential functions of the Marketer.


                            16. TERM AND EXPIRATION

16.1 Term.
----------

     The term of this Agreement is for a period of 5 years from the date of this
Agreement, unless sooner terminated as provided herein.

16.2 Rights Upon Expiration.
----------------------------

     At the end of the initial term, the Marketer shall have the option to renew
its area marketer rights for an additional term as set forth in the then current
form of Area Marketing  Agreement,  by acquiring successor area marketer rights,
if the Franchisor  authorizes a successor area marketer  franchise in accordance
with Section 16.3 below, and if the Marketer:

     a. At least 60 days prior to expiration  of the term,  executes the form of
Area  Marketing   Agreement  then  in  use  by  the  Franchisor.   The  Marketer
acknowledges  that  such  agreement  may  contain  terms  which  are  materially
different from those in this  Agreement,  including  commission  percentages and
territories;

                                       18
<PAGE>


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

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

     d. Has agreed with the  Franchisor  on new Sales  Goals for the  additional
term at least 60 days prior to expiration of the term.

16.3 Exercise of Option for Successor Area Marketer Rights.
-----------------------------------------------------------

     The Marketer may exercise its option for successor area marketer  rights by
giving  written notice of such exercise to the Franchisor not less than 120 days
nor more 180 days  prior to the  scheduled  expiration  of this  Agreement.  The
Marketer's  successor area marketer rights shall become effective by signing the
Area  Marketing  Agreement  then  currently  being  offered  by the  Franchisor;
however,  if the  Marketer  fails  to sign  the  general  release  and the  Area
Marketing  Agreement  within 60 days after  delivery  thereof  to the  Marketer,
Marketer  shall be deemed  to have  elected  not to  acquire  a  successor  area
marketing franchise.

16.4 Conditions of Refusal.
---------------------------

     The Franchisor shall not be obligated to offer the Marketer  successor area
marketer  rights upon the  expiration of this Agreement if the Marketer fails to
comply with any of the above  conditions of renewal.  In such event,  except for
failure to execute the then current Area  Marketing  Agreement,  the  Franchisor
shall give the  Marketer  notice of  expiration  not more than 90 days after the
Franchisor  receives the Marketer's  notice, and such notice shall set forth the
reasons for such  refusal to offer  successor  area  marketer  rights.  Upon the
expiration of this  Agreement,  the Marketer shall comply with the provisions of
Section 17.3 below.


                                17. TERMINATION

17.1 By the Marketer.
---------------------

     The  Marketer  may  terminate  this  Agreement  at any time during the term
hereof with 90 days advance written notice to the Franchisor.

17.2 By the Franchisor.
-----------------------

     The Franchisor  shall have the right to terminate this Agreement  effective
upon delivery of written notice of termination to the Marketer, unless otherwise
noted below  (subject to any state laws to the  contrary,  where state law shall
prevail) if the Marketer  (and/or any of its  shareholders,  members,  managers,
Principal Owners, partners or the equivalent):

     a. Fails to  satisfactorily  complete the  training  program as provided in
Section 7.1 of this Agreement;

     b. Has made any material  misrepresentation  or omission in its application
to be a Marketer;

     c. Fails to meet the Sales Goals set forth in Exhibit I;

                                       19
<PAGE>


     d.  Fails to  comply  with any other  provision  of this  Agreement  or any
mandatory  specification,  standard or  operating  procedure  prescribed  by the
Franchisor and does not correct such failure within 30 days after written notice
of such failure to comply is delivered to the Marketer;

     e. Surrenders,  transfers  control of or makes an unauthorized  transfer of
this Agreement or an ownership interest in the Marketer;

     f. Is convicted by a trial court of or pleads no contest to a felony, or to
any other crime or offense that is, in the opinion of the Franchisor,  likely to
adversely  affect the  goodwill  associated  with the  Marks,  or engages in any
conduct  which may  adversely  affect the  reputation of PAK MAIL Centers or the
goodwill associated with the Marks;

     g. Is declared bankrupt or insolvent or voluntarily institutes a bankruptcy
proceeding  under the Bankruptcy Code or is adjudicated  bankrupt as a result of
an involuntary  petition in bankruptcy  being filed against it. (This  provision
may not be enforceable  under federal  bankruptcy law, 11 U.S.C.  ss.ss.  101 et
seq.);

     h.  Abandons or ceases to operate the Marketer  Business for a period of 15
consecutive  days or any shorter period that indicates an intent by the Marketer
to discontinue operation of the Marketer Business unless precluded from doing so
by an event beyond the Marketer's  reasonable control,  other than for financial
reasons;

     i. Has received  three notices of default from the  Franchisor  within a 12
month period, regardless of whether the defaults were cured by the Marketer;

     j.  Makes  any  unauthorized  use  of  the  Marks  or  unauthorized  use or
disclosure of the Confidential Information, or uses, duplicates or discloses any
part of the System Manual; or

     k. Has  terminated a franchise  agreement  between the  Franchisor  and the
Marketer, or if the Franchisor has terminated such a franchise agreement.

17.3 Rights and Obligations of the Area Marketer Upon Termination or Expiration.
--------------------------------------------------------------------------------

     Upon termination of this Agreement,  whether pursuant to Section 17.1, 17.2
or upon expiration of this Agreement  pursuant to Article 16 above, the Marketer
agrees:

     a.  To pay the  Franchisor  within  15 days  after  the  effective  date of
termination or expiration of this Agreement, or such later date that the amounts
due to the Franchisor are determined,  such fees,  amounts owed for purchases by
the Marketer from the Franchisor,  its affiliates or designees,  interest due on
any of the  foregoing  and  all  other  amounts  owed  to  the  Franchisor,  its
affiliates or designees which are then unpaid;

     b. To refrain  from,  directly or  indirectly  at any time or in any manner
(except  with  respect to PAK MAIL Center  franchises  owned and operated by the
Marketer)  identifying  itself or any  business  as a current or former PAK MAIL
Marketer or authorized agent of the Franchisor or its affiliates,  use any Mark,
any  colorable  imitation  thereof or other  indicia of a PAK MAIL Center in any
manner or for any purpose or utilize  for any purpose any trade name,  trademark
or  service  mark or other  commercial  symbol  that  suggests  or  indicates  a
connection or association with the Franchisor or its affiliates;

     c. To immediately  deliver to the Franchisor all past and present franchise
sales leads and  records and all  contracts,  acknowledgements  of receipt,  and
other  information  and records  related to Franchisees of the Franchisor in the
Territory;

                                       20
<PAGE>


     d. To immediately deliver to the Franchisor all advertising materials,  the
System Manual, all other manuals,  forms,  offering  circulars,  franchise sales
brochures and other  materials  containing any Mark or otherwise  identifying or
relating to the sale or service of PAK MAIL Centers;

     e. To refrain from communicating,  in any manner, with Franchisees,  except
as expressly authorized by the Franchisor;

     f. To take such  action as may be  required  to cancel  all  fictitious  or
assumed names or equivalent  registrations relating to the Marketer's use of any
Mark;

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

     h.  Furnish  the  Franchisor,  within 30 days after the  effective  date of
termination or expiration,  with evidence  satisfactory to the Franchisor of the
Marketer's compliance with the foregoing obligations.

17.4 Confidential Information.
------------------------------

     Marketer agrees that, upon termination or expiration of this Agreement, the
Marketer  shall  immediately  cease to use any  Confidential  Information of the
Franchisor  pursuant to this  Agreement in any business or otherwise  (except in
connection  with the  operation  of a PAK MAIL  Center  pursuant  to a Franchise
Agreement  with the  Franchisor)  and return to the Franchisor all copies of the
System Manual and any other confidential materials which have been loaned to the
Marketer by the Franchisor.

17.5 Covenant Not to Compete.
-----------------------------

     Upon  termination  or  expiration  of this  Agreement  for any reason,  the
Marketer (and its shareholders,  officers,  directors,  members, managers and/or
partners if the Marketer is a  corporation,  partnership,  or limited  liability
company) agrees that for a period of two years  commencing on the effective date
of  termination  or  expiration,  or the date on which  the  Marketer  ceases to
conduct  business,  whichever  is later,  the  Marketer  (and its  shareholders,
officers,  directors,  members,  managers,  partners  and/or  equivalents if the
Marketer is an entity) shall not have any direct or indirect interest (through a
member of any immediate family of the Marketer or its affiliates,  shareholders,
officers, directors, partners, members, managers, equivalents or otherwise) as a
disclosed or beneficial owner, investor,  partner, director,  officer, employee,
consultant,  representative or agent or in any other capacity in any Competitive
Business  located or operating  within the Territory.  The  restrictions of this
Section  shall  not be  applicable  to the  ownership  of  shares  of a class of
securities listed on a stock exchange or traded on the  over-the-counter  market
that  represent  2% or less of the number of shares of that class of  securities
issued and outstanding. The Marketer (and its shareholders, officers, directors,
members, managers,  partners and/or equivalents) expressly acknowledge that they
possess  skills and abilities of a general  nature and have other  opportunities
for exploiting such skills.  Consequently,  enforcement of the covenants made in
this Section will not deprive them of their personal goodwill or ability to earn
a living.

                                       21
<PAGE>


17.6 No Further Right to Payment.
---------------------------------

     Upon termination or expiration of this Agreement, the Marketer forfeits all
fees paid to the Franchisor and remains liable to the Franchisor for all amounts
due to the Franchisor on the date of  termination  or  expiration.  The Marketer
shall have no further right to receive  payment of  commissions  or Service Fees
from the  Franchisor,  except for those  commissions  or Service Fees which have
been fully  earned by the  Marketer up through the date of such  termination  or
expiration.  For purposes of this Agreement,  "fully earned"  commissions  shall
mean  commissions due on franchise  sales for which all conditions  described in
Section 6.1 of this  Agreement  have been met or fulfilled for the purchase of a
franchise  for a PAK MAIL  Center to be  located  within  the  Territory  by the
Marketer. "Fully earned" Service Fees shall mean those Service Fees which accrue
up through the date of termination which are otherwise owed to the Marketer. The
Franchisor shall have the right to immediately  assume control of and manage all
franchise  sales  in  the  Territory  and  to  receive  all  Service  Fees  from
Franchisees in the Territory. Any fully earned commissions or Service Fees which
are due to the Marketer will be paid by the  Franchisor  in accordance  with the
provisions of Article 6 of this Agreement.

17.7 Continuing Obligations.
----------------------------

     All  obligations of the  Franchisor and the Marketer which  expressly or by
their nature  survive the  expiration or  termination  of this  Agreement  shall
continue  in  full  force  and  effect  subsequent  to and  notwithstanding  its
expiration  or  termination  and until  they are  satisfied  or by their  nature
expire.

17.8 State and Federal Law.
---------------------------

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

                        18. RELATIONSHIP OF THE PARTIES

18.1 Relationship of the Parties.
---------------------------------

     It is understood  and agreed by the parties hereto that this Agreement does
not  create  a  fiduciary  relationship  between  them,  that  the  parties  are
independent  contractors  and that the  Franchisor  appoints the Marketer as its
special  agent for a particular  purpose and that  nothing in this  Agreement is
intended to make  either  party a general  agent,  subsidiary,  joint  venturer,
partner,  employee or servant of the other for any purpose.  The Marketer  shall
conspicuously  identify  itself in all dealings  with  Franchisees,  prospective
Franchisees, lessors, contractors, suppliers, public officials and others as the
owner of its own Business under an Area Marketing Agreement with the Franchisor,
and shall place such other  notices of  independent  ownership on signs,  forms,
stationery,  advertising  and other materials as the Franchisor may require from
time to time.

18.2 Payment of Third Party Obligations.
----------------------------------------

     Neither the  Franchisor  nor the Marketer shall make any express or implied
agreements, guaranties or representations,  or incur any debt, in the name of or
on  behalf of the other or  represent  that  their  relationship  is other  than
franchisor and special agent,  and neither the Franchisor nor the Marketer shall
be obligated by or have any liability  under any  agreements or  representations

                                       22
<PAGE>


made by the other that are not  expressly  authorized  hereunder,  nor shall the
Franchisor  be obligated  for any damages to any person or property  directly or
indirectly arising out of the operation of the Marketer's  Business,  whether or
not caused by the Marketer's negligent or willful action or failure to act.

18.3 Independent Contractors.
-----------------------------

     The Marketer may delegate its duties  hereunder to independent  contractors
provided that the Marketer  receives  written approval from the Franchisor prior
to any such  delegation of duties and complies with all state laws which require
broker  registration  for such  persons.  The  Franchisor  reserves the right to
withdraw the approval of any independent  contractor  engaged by the Marketer to
fulfill its duties and obligations under this Agreement, at any time.

18.4 Indemnification.
---------------------

     The  Marketer   agrees  to  indemnify  and  hold  the  Franchisor  and  its
subsidiaries,  affiliates, stockholders,  directors, officers, employees, agents
and assignees harmless against, and to reimburse them for, any loss,  liability,
taxes or damages (actual or consequential) and all reasonable costs and expenses
of defending any claim brought against any of them or any action in which any of
them  is  named  as  a  party   (including,   without   limitation,   reasonable
accountants',  attorneys' and expert witness fees,  costs of  investigation  and
proof of facts,  court costs,  other  litigation  expenses and travel and living
expenses)  which any of them may suffer,  sustain or incur by reason of, arising
from or in connection with any acts,  omissions or activities of the Marketer or
any employee of or independent  contractor  engaged by the Marketer whether such
acts,  omissions or activities are  authorized by or are not in accordance  with
this  Agreement.  The  Franchisor  shall have the right to defend any such claim
against it. This indemnity  shall continue in full force and effect,  subsequent
to and notwithstanding the expiration or termination of this Agreement.


                          19. MISCELLANEOUS PROVISIONS

19.1 Governing Law/Consent to Venue and Jurisdiction.
-----------------------------------------------------

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

19.2 Severability.
------------------

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

                                       23
<PAGE>


19.3 Modification.
------------------

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

19.4 Attorneys' Fees.
---------------------

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

19.5 Injunctive Relief.
-----------------------

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

19.6 No Waiver.
---------------

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

19.7 No Right to Set Off.
-------------------------

     The Marketer shall not be allowed to set off amounts owed to the Franchisor
for  fees or  other  amounts  due  hereunder,  against  any  monies  owed to the
Marketer,  nor will the  Marketer in any event  withhold  any amounts due to any
alleged  nonperformance by the Franchisor  hereunder,  which right of set off is
hereby expressly waived by the Marketer.

19.8 Effective Date.
--------------------

     Regardless of the date first written  above,  this  Agreement  shall not be
effective until accepted by the Franchisor as evidenced by dating and signing by
an officer of the Franchisor.

19.9 Review of Agreement.
-------------------------

     The Marketer  acknowledges  that it had a copy of the Franchisor's  Uniform
Franchise Offering Circular in its possession for a period of time not less than
10 full business days, and this Agreement in its possession for a period of time
not less than 5 full business  days,  during which time the Marketer has had the
opportunity  to submit the same for review and advice by a  professional  of the
Marketer's choosing prior to freely executing this Agreement.

                                       24
<PAGE>


19.10 Entire Agreement.
-----------------------

     This  Agreement,  including  all Exhibits and addenda,  contains the entire
agreement  between  the  parties  and  supersedes  any and all prior  agreements
concerning the subject matter hereof.  The Marketer agrees and understands  that
the Franchisor shall not be liable or obligated for any oral  representations or
commitments  made prior to the  execution  hereof or for claims of  negligent or
fraudulent  misrepresentation  and that no modifications of this Agreement shall
be effective except those in writing and signed by both parties.  The Franchisor
does not  authorize  and will not be bound by any  representation  of any nature
other than those expressed in this Agreement.  The Marketer further acknowledges
and  agrees  that no  representations  have  been  made to it by the  Franchisor
regarding projected sales volumes,  market potential,  revenues,  profits of the
Marketer's  Business,  or  operational  assistance  other than as stated in this
Agreement  or in any  disclosure  document  provided  by the  Franchisor  or its
representatives.

19.11 Notices.
--------------

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

19.12 Acknowledgment.
---------------------

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

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

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

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

                                       25
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have executed,  sealed and delivered
this Agreement in counterparts on the last date written below.


PAK MAIL CENTERS OF AMERICA, INC.        AREA MARKETER:
a Colorado corporation                   _______________________________________
                                         (Print Name)



By:_______________________________       By:____________________________________
Title:____________________________       Title:_________________________________
Date:_____________________________       Date:__________________________________







(2/23/99)

                                       26
<PAGE>

                                    EXHIBIT I
                                    ---------

                                      RIDER
                           TO AREA MARKETING AGREEMENT
                    BETWEEN PAK MAIL CENTERS OF AMERICA, INC.
                                       AND
                    ________________________________________

                       DATED _______________, 19 ________

     1.  Territory.  The  Territory  referred to in Section 2.1 of the Agreement
shall be the following geographic area:_________________________________________
________________________________________________________________________________

     2.  Marketing  Fee.  The  Marketing  Fee payable to the  Franchisor  by the
Marketer  under  Section 5.1 of the  Agreement  shall be an amount  equal to the
product  of the  estimated  population  within the  Territory  and the price per
person within the Territory,  which shall be no less than $0.06, and adjusted as
follows:________________________________________________________________________
and calculated as follows:

A.  1990 Bureau of Census Population Estimate =             _________
B.  Adjustment to Population Estimate =                     _________
C.  Current Population Within Territory (A+B =)            
                                                            =========
D.  Adjusted Price Per Person =                             _________
MARKETING FEE (DxC =)                                      
                                                                       =========

Unless otherwise agreed,  the Marketing Fee is payable in cash,  certified funds
or by wire  transfer.  The  Franchisor and the Marketer agree that the Marketing
Fee will not be subject to change for any reason, including subsequent revisions
of the Bureau of Census population estimates.

     3.  Advertising  Expenditure.  During the term of the  Agreement,  Marketer
shall be required during each calendar  quarter to spend a minimum of $_________
("Advertising  Expenditure")  to  advertise  and  promote  the offer and sale of
franchises  for PAK MAIL Centers in the  Territory,  in accordance  with Section
13.9 of the Agreement, based on the following calculation:

A.  1990 Bureau of Census Population Estimate =             _________
B.  Adjustment to Population Estimate =                     _________
C.  Current Population Within Territory (A+B =)             _________
D.  Price Per Person = $.001                               
                                                            =========

ADVERTISING EXPENDITURE (D x C =)                                      =========
                                                                                


     The Franchisor and the Marketer agree that the Advertising Expenditure will
not be subject to change for any reason,  including  subsequent revisions of the
Bureau of Census population estimates.

     4. Sales Goals.  The Marketer  shall meet the  following  cumulative  Sales
Goals by the last day of each twelve-month period ("Sales Year") during the term
of the Agreement:


<PAGE>


                            Cumulative Minimum Number
                         of New Pak Mail Centers Sold in       Last Day of Sales
                                  the Territory                       Year      
        Sales Year       _______________________________          ____________. 
        First            _______________________________          ____________. 
        Second           _______________________________          ____________. 
        Third            _______________________________          ____________. 
        Fourth           _______________________________          ____________. 
        Fifth            _______________________________          ____________. 
        TOTAL SALES GOALS
                         ===============================


The first Sales Year  commences on the date of the  Agreement and expires on the
date shown above.  Each  subsequent  Sales Year commences on the date succeeding
the last day of the  preceding  Sales Year and  expires on the  respective  date
shown above.  The sales made during the term of the  Agreement  are  cumulative.
Therefore,  if the Marketer  meets its total Sales Goals prior to the end of the
fifth Sales Year, the Marketer's Sales Goals will be satisfied.

PAK MAIL Centers  located in the  Territory  and owned by the  Franchisor do not
count toward fulfillment of the Marketer's cumulative Sales Goals.

PAK MAIL CENTERS OF AMERICA, INC.              AREA MARKETER
a Colorado corporation                         _________________________________
                                               (Print Name)



By:_________________________________           By:______________________________
Title:______________________________           Title:___________________________
Date:_______________________________           Date:____________________________




                                       2
<PAGE>

                                   EXHIBIT II
                                   ----------

                       CURRENT FORM OF FRANCHISE AGREEMENT






<PAGE>

                                   EXHIBIT III
                                   -----------

                CURRENT FORM OF AMENDMENT TO FRANCHISE AGREEMENT
                           (A.M. P.M. MOVERS PROGRAM)




<PAGE>

                                   EXHIBIT IV
                                   ----------

                           GUARANTY AND ASSUMPTION OF
                           AREA MARKETER'S OBLIGATIONS

     In  consideration  of, and as an inducement  to, the execution of the above
Area Marketing Agreement (the "Agreement") by PAK MAIL CENTERS OF AMERICA,  INC.
("Franchisor"),   each  of  the   undersigned   ("Guarantors")   personally  and
unconditionally  (1)  guarantees to the  Franchisor and its affiliates and their
successors and assigns, for the term of the Agreement and thereafter as provided
in  the  Agreement,  that  the  Area  Marketer  defined  in the  Agreement  (the
"Marketer")  shall  punctually  pay and  perform  each  and  every  undertaking,
agreement and covenant set forth in the  Agreement and (2) agrees  personally to
be bound by, and personally  liable for the breach of, each and every  provision
in the Agreement.

     1. Waiver. Each of the undersigned waives:

          a.  acceptance  and notice of  acceptance  by the  Franchisor  and its
     affiliates of the foregoing undertakings;

          b. notice of demand for payment of any indebtedness or  nonperformance
     of any obligations hereby guaranteed;

          c.  protest  and notice of  default  to any party with  respect to the
     indebtedness or nonperformance of any obligations hereby guaranteed;

          d. any right he or she may have to  require  that an action be brought
     against the Marketer or any other person as a condition of liability; and

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

     2. Consents. Each of the undersigned consents and agrees that:

          a. his or her direct and immediate liability under this guaranty shall
     be joint and several;

          b. he or she shall render any payment or  performance  required  under
     the Agreement upon demand if the Marketer fails or refuses punctually to do
     so;

          c. such liability shall not be contingent or conditioned  upon pursuit
     by the Franchisor or its affiliates of any remedies against the Marketer or
     any other person;

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

          e.  he or  she  shall  be  bound  by  the  restrictive  covenants  and
     confidentiality  provisions  contained  in Articles 11 and 12 and  Sections
     17.4  and  17.5  of  the  Agreement,  and  the  indemnification  provisions
     contained in Section 18.4 of the Agreement; and

<PAGE>


          f. the governing law, consent to jurisdiction  and related  provisions
     contained  in  Article  19 and  the  costs  and  attorneys  fees  provision
     contained in Section 19.4 of the  Agreement  shall govern this Guaranty and
     such provisions are incorporated into this Guaranty by this reference.


     IN  WITNESS  WHEREOF,  each  of  the  undersigned  has  affixed  his or her
signature, effective as of the ____ day of ____________________, 199___.

PERCENTAGE OF OWNERSHIP                        GUARANTOR(S)
INTERESTS IN AREA MARKETER


_________________________________              _________________________________
                                               (Print Name)


                                               _________________________________
                                               Signature


                                               _________________________________

                                               _________________________________

                                               _________________________________
                                               Address

                                               _________________________________
                                               Telephone Number

_________________________________              _________________________________
                                               (Print Name)


                                               _________________________________
                                               Signature


                                               _________________________________

                                               _________________________________

                                               _________________________________
                                               Address


                                               _________________________________
                                               Telephone Number


                                       2
<PAGE>


_________________________________              _________________________________
                                               (Print Name)


                                               _________________________________
                                               Signature


                                               _________________________________

                                               _________________________________

                                               _________________________________
                                               Address

                                               _________________________________
                                               Telephone Number


                                       3

<PAGE>

                                    EXHIBIT V
                                    ---------

                             STATEMENT OF OWNERSHIP
                             ----------------------

Area Marketer:__________________________________________________________________
________________________________________________________________________________

Trade name (if different from above):___________________________________________
________________________________________________________________________________

                                Form of Ownership
                                   (Check One)

_____ Individual _____ Partnership _____ Corporation _____ Limited Liability Co.

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

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

     If a Limited Liability Company,  give the state and date of formation,  the
name and address of the  manager,  list the names and  addresses of every member
and the percentage of membership interest held by each member.


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

     Marketer  acknowledges  that this Statement of Ownership applies to the PAK
MAIL  Marketer  Business  authorized  under the Area  Marketing  Agreement.  Use
additional  sheets if  necessary.  Any and all changes to the above  information
must be reported to the Franchisor in writing.


_________________________________              _________________________________
Date                                           Name