PAK MAIL CENTERS OF AMERICA, INC.
                           FRANCHISE AGREEMENT


                                                Franchisee:
                                                Date:
                                                Franchised Location:


                    PAK MAIL CENTERS OF AMERICA, INC.
                           FRANCHISE AGREEMENT
                            TABLE OF CONTENTS

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

 2.  GRANT OF FRANCHISE. . . . . . . . . . . . . . . . . . . . . . . .  1
     2.1. Grant of Franchise . . . . . . . . . . . . . . . . . . . . .  1
     2.2. Scope of Franchise Operations. . . . . . . . . . . . . . . .  1

 3.  FRANCHISED LOCATION AND TERRITORIAL RIGHTS. . . . . . . . . . . .  2
     3.1. Franchised Location. . . . . . . . . . . . . . . . . . . . .  2
     3.2. Protected Territory. . . . . . . . . . . . . . . . . . . . .  2
     3.3. Limitation on Franchise Rights . . . . . . . . . . . . . . .  2
     3.4. Franchisor's Reservation of Rights . . . . . . . . . . . . .  2

 4.  INITIAL FRANCHISE FEE . . . . . . . . . . . . . . . . . . . . . .  3
     4.1. Initial Franchise Fee. . . . . . . . . . . . . . . . . . . .  3

 5.  DEVELOPMENT OF FRANCHISED LOCATION. . . . . . . . . . . . . . . .  3
     5.1. Approval of Franchised Location. . . . . . . . . . . . . . .  3
     5.2. Approval of Lease. . . . . . . . . . . . . . . . . . . . . .  3
     5.3. Conversion and Design. . . . . . . . . . . . . . . . . . . .  3
     5.4. Signs. . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
     5.5. Equipment. . . . . . . . . . . . . . . . . . . . . . . . . .  4
     5.6. Permits and Licenses . . . . . . . . . . . . . . . . . . . .  4
     5.7. Commencement of Operations . . . . . . . . . . . . . . . . .  5

 6.  TRAINING. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
     6.1. Initial Training Program . . . . . . . . . . . . . . . . . .  5
     6.2. Length of Training . . . . . . . . . . . . . . . . . . . . .  5
     6.3. Additional Training. . . . . . . . . . . . . . . . . . . . .  5

 7.  DEVELOPMENT ASSISTANCE  . . . . . . . . . . . . . . . . . . . . .  6
     7.1. Franchisor's Development Assistance. . . . . . . . . . . . .  6

 8.  OPERATIONS MANUAL . . . . . . . . . . . . . . . . . . . . . . . .  7
     8.1. Operations Manual. . . . . . . . . . . . . . . . . . . . . .  7
     8.2. Confidentiality of Operations Manual
      Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
     8.3. Changes to Operations Manual . . . . . . . . . . . . . . . .  7

 9.  OPERATING ASSISTANCE. . . . . . . . . . . . . . . . . . . . . . .  8
     9.1. Franchisor's Services. . . . . . . . . . . . . . . . . . . .  8
     9.2. Additional Franchisor Services . . . . . . . . . . . . . . .  8

 10. FRANCHISEE'S OPERATIONAL COVENANTS. . . . . . . . . . . . . . . .  9
     10.1.     Business Operations . . . . . . . . . . . . . . . . . .  9

 11. ROYALTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     11.1.     Monthly Royalty . . . . . . . . . . . . . . . . . . . . 11
     11.2.     Gross Revenues. . . . . . . . . . . . . . . . . . . . . 11
     11.3.     Royalty Payments. . . . . . . . . . . . . . . . . . . . 11
     11.4.     Application of Payments . . . . . . . . . . . . . . . . 12


 12. ADVERTISING . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     12.1.     Approval of Advertising . . . . . . . . . . . . . . . . 12
     12.2.     Marketing Material Beginning Inventory. . . . . . . . . 12
     12.3.     Advertising Contribution. . . . . . . . . . . . . . . . 12
     12.4.     Regional Advertising Programs . . . . . . . . . . . . . 14

 13. QUALITY CONTROL . . . . . . . . . . . . . . . . . . . . . . . . . 15
     13.1.     Compliance with Operations Manual . . . . . . . . . . . 15
     13.2.     Standards and Specifications. . . . . . . . . . . . . . 15
     13.3.     Inspections . . . . . . . . . . . . . . . . . . . . . . 15
     13.4.     Restrictions on Services and Products . . . . . . . . . 15
     13.7.     Shopping Service. . . . . . . . . . . . . . . . . . . . 16

 14. MARKS, TRADE NAMES AND PROPRIETARY INTERESTS. . . . . . . . . . . 16
     14.1.     Marks . . . . . . . . . . . . . . . . . . . . . . . . . 16
     14.2.     No Use of Other Marks . . . . . . . . . . . . . . . . . 16
     14.3.     System. . . . . . . . . . . . . . . . . . . . . . . . . 17
     14.4.     Mark Infringement . . . . . . . . . . . . . . . . . . . 17
     14.5.     Franchisee's Business Name. . . . . . . . . . . . . . . 17
     14.6.     Change of Marks . . . . . . . . . . . . . . . . . . . . 17

 15. REPORTS, RECORDS AND FINANCIAL STATEMENTS . . . . . . . . . . . . 18
     15.1.     Franchisee Reports. . . . . . . . . . . . . . . . . . . 18
     15.2.     Verification. . . . . . . . . . . . . . . . . . . . . . 18
     15.3.     Books and Records . . . . . . . . . . . . . . . . . . . 19
     15.4.     Audit of Books and Records. . . . . . . . . . . . . . . 19

 16. TRANSFER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
     16.1.     Transfer by Franchisee. . . . . . . . . . . . . . . . . 19
     16.2.     Pre-Conditions to Franchisee's Transfer . . . . . . . . 19
     16.3.     Franchisor's Approval of Transfer . . . . . . . . . . . 20
     16.4.     Right of First Refusal. . . . . . . . . . . . . . . . . 21
     16.5.     Specific Types of Transfers . . . . . . . . . . . . . . 22
     16.6.     Assignment by the Franchisor. . . . . . . . . . . . . . 22
     16.7.     Franchisee's Death or Disability. . . . . . . . . . . . 22

 17. TERM AND EXPIRATION . . . . . . . . . . . . . . . . . . . . . . . 23
     17.1.     Term. . . . . . . . . . . . . . . . . . . . . . . . . . 23
     17.2.     Rights Upon Expiration. . . . . . . . . . . . . . . . . 23
     17.3.     Exercise of Option for Successor
      Franchise. . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
     17.4.     Conditions of Refusal . . . . . . . . . . . . . . . . . 23

 18. DEFAULT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . 24
     18.1.     Termination by Franchisee . . . . . . . . . . . . . . . 24
     18.2.     Termination by Franchisor - Effective
      Upon Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . 24
     18.3.     Termination by Franchisor - Thirty Days
      Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
     18.4.     Right to Purchase.. . . . . . . . . . . . . . . . . . . 26
     18.5.     Obligations of Franchisee Upon
      Termination or Expiration. . . . . . . . . . . . . . . . . . . . 27
     18.6.     State and Federal Law . . . . . . . . . . . . . . . . . 28

 19. BUSINESS RELATIONSHIP . . . . . . . . . . . . . . . . . . . . . . 29
     19.1.     Independent Businesspersons . . . . . . . . . . . . . . 29
     19.2.     Payment of Third Party Obligations. . . . . . . . . . . 29
     19.3.     Indemnification . . . . . . . . . . . . . . . . . . . . 29


 20. RESTRICTIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . 29
     20.1.     Non-Competition During Term . . . . . . . . . . . . . . 29
     20.2.     Post-Termination Covenant Not to Compete. . . . . . . . 30
     20.3.     Confidentiality of Proprietary
      Information. . . . . . . . . . . . . . . . . . . . . . . . . . . 31
     20.4.     Confidentiality Agreement . . . . . . . . . . . . . . . 31

 21. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
     21.1.     Insurance Coverage. . . . . . . . . . . . . . . . . . . 31
     21.2.     Proof of Insurance Coverage . . . . . . . . . . . . . . 31

 22. MISCELLANEOUS PROVISIONS  . . . . . . . . . . . . . . . . . . . . 32
     22.1.     Governing Law/Consent to Venue and
      Jurisdiction.. . . . . . . . . . . . . . . . . . . . . . . . . . 32
     22.2.     Modification. . . . . . . . . . . . . . . . . . . . . . 32
     22.3.     Entire Agreement. . . . . . . . . . . . . . . . . . . . 32
     22.4.     Delegation by the Franchisor. . . . . . . . . . . . . . 32
     22.5.     Effective Date. . . . . . . . . . . . . . . . . . . . . 33
     22.6.     Review of Agreement . . . . . . . . . . . . . . . . . . 33
     22.7.     Attorneys' Fees . . . . . . . . . . . . . . . . . . . . 33
     22.8.     Injunctive Relief . . . . . . . . . . . . . . . . . . . 33
     22.9.     No Waiver . . . . . . . . . . . . . . . . . . . . . . . 33
     22.10.    No Right to Set Off . . . . . . . . . . . . . . . . . . 33
     22.11.    Invalidity. . . . . . . . . . . . . . . . . . . . . . . 33
     22.12.    Notices . . . . . . . . . . . . . . . . . . . . . . . . 33
     22.13.    Acknowledgement . . . . . . . . . . . . . . . . . . . . 34


                                EXHIBITS

 I.       Addendum to Franchise Agreement - Location
 Approval

 II.      Personal Guaranty

 III.          Statement of Ownership

                      PAK MAIL CENTERS OF AMERICA, INC.
                           FRANCHISE AGREEMENT


     THIS AGREEMENT (the "Agreement") is made this
 ____ day of ________, 199__, by and between PAK MAIL
 CENTERS OF AMERICA, INC., a Colorado corporation,
 located at 3033 S. Parker Road, Suite 1200, Aurora,
 Colorado 80014 (the "Franchisor") and
                                            , located
 at
                     (the "Franchisee"), who, on the
 basis of the following understandings and agreements,
 agree as follows:


                               1.  PURPOSE

     1.1. The Franchisor has developed methods for
 establishing, operating and promoting stores offering
 a variety of packaging, shipping, crating, freight
 forwarding, mailing and communications services ("PAK
 MAIL Centers" or "Centers") which use the service mark
 "PAK MAIL" and related trade names and trademarks
 ("Marks") and the Franchisor's proprietary methods of
 doing business ("System").

     1.2. The Franchisor grants the right to others
 to develop and operate a PAK MAIL Center, under the
 Marks and pursuant to the System.

     1.3. The Franchisee desires to establish a PAK
 MAIL Center at a location identified herein or to be
 later identified, and the Franchisor desires to grant
 the Franchisee the right to operate a PAK MAIL Center
 at such location under the terms and conditions which
 are contained in this Agreement.


                         2.  GRANT OF FRANCHISE

     2.1. Grant of Franchise.  The Franchisor
 grants to the Franchisee, and the Franchisee accepts
 from the Franchisor, the right to use the Marks and
 System in connection with the establishment and
 operation of a PAK MAIL Center, at the location
 described in Article 3 of this Agreement.  The
 Franchisee agrees to use the Marks and System, as they
 may be changed, improved, and further developed by the
 Franchisor from time to time, only in accordance with
 the terms and conditions of this Agreement.


     2.2. Scope of Franchise Operations.  The
 Franchisee agrees at all times to faithfully, honestly
 and diligently perform the Franchisee's obligations
 hereunder, and to continuously use best efforts to
 promote the PAK MAIL Center.  The Franchisee agrees to
 utilize the Marks and System to operate all aspects of
 the business franchised hereunder in accordance with
 the methods and systems developed and prescribed from
 time to time by the Franchisor, all of which are a
 part of the System.  The Franchisee's PAK MAIL Center
 shall offer all products and services as the
 Franchisor shall designate and shall be restricted
 from offering or selling any products and services not
 previously approved by the Franchisor in writing.


             3.  FRANCHISED LOCATION AND TERRITORIAL RIGHTS

     3.1. Franchised Location.  The Franchisee is
 granted the right and franchise to own and operate a
 PAK MAIL Center at the address and location which
 shall be set forth in Exhibit I, attached hereto
 ("Franchised Location").  If, at the time of execution
 of this Agreement, the Franchised Location cannot be
 designated as a specific address because a location
 has not been selected and approved, then the
 Franchisee shall promptly take steps to choose and
 acquire a location for its PAK MAIL Center within the
 Designated Area, set forth in Exhibit I.  In such
 circumstances, the Franchisee shall select and propose
 to the Franchisor for the Franchisor's prior approval
 a specific location for the Franchised Location which,
 once approved by the Franchisor, shall hereinafter be
 set forth in the rider to Exhibit I.

     3.2. Protected Territory.  So long as the
 Franchisee is in compliance with this Agreement, the
 Franchisor shall not establish or license another
 person or entity to establish a PAK MAIL Center within
 a certain geographic area as set forth in Exhibit I
 ("Protected Territory").

     3.3. Limitation on Franchise Rights.  The
 rights that are granted to the Franchisee are for the
 specific Franchised Location and Protected Territory
 and cannot be transferred to an alternative Franchised
 Location or Protected Territory, or any other
 location, without the prior written approval of the
 Franchisor, which approval shall not be unreasonably
 withheld.  The Franchisee shall not operate another
 Center or offer services which are part of the System
 at any site other than the Franchised Location without
 the Franchisor's prior written approval, which
 approval can be withheld for any reason, in the
 Franchisor's sole discretion.


     3.4. Franchisor's Reservation of Rights.  The
 Franchisee acknowledges that its franchise rights as
 granted are non-exclusive and that the Franchisor
 retains the rights, among others:  (1) to use, and to
 license others to use, the Marks and System in
 connection with the operation of a Pak Mail Center, at
 any location other than in the Protected Territory;
 (2) to use the Marks to identify other services and
 products other than those which the Franchisee sells,
 promotional and marketing efforts or related items, or
 to identify services and products made available
 through alternative channels of distribution, at any
 location; and (3) to use and license the use of other
 proprietary marks or methods in connection with the
 sale of products and services similar to those which
 the Franchisee will sell, whether in alternative
 channels of distribution or in connection with the
 operation of packaging and mailing businesses at any
 location, which businesses are the same as, or similar
 to, or different from PAK MAIL Centers, on any terms
 and conditions as the Franchisor deems advisable.


                        4.  INITIAL FRANCHISE FEE

     4.1. Initial Franchise Fee.  In consideration
 for the right to develop and operate one PAK MAIL
 Center, the Franchisee agrees to pay to the Franchisor
 an initial franchise fee of $22,950 as of the date of
 execution of this Agreement.  The Franchisee
 acknowledges and agrees that the initial franchise fee
 represents payment for the initial grant of the rights
 to use the Marks and System, that the Franchisor has
 earned the initial franchise fee upon receipt thereof
 and that the fee is under no circumstances refundable
 to the Franchisee after it is paid, unless otherwise
 specifically set forth in this Agreement.


                 5.  DEVELOPMENT OF FRANCHISED LOCATION

     5.1. Approval of Franchised Location.  The
 Franchisee shall follow the Franchisor's site
 selection procedures in locating a Franchised Location
 for the PAK MAIL Center.  The Franchisee shall seek
 the Franchisor's approval of any site proposed as a
 Franchised Location, by submitting a complete site
 submittal package, including demographics and other
 materials requested by the Franchisor, containing all
 information reasonably required by the Franchisor to
 assess a proposed Franchised Location.  The Franchisor
 will not unreasonably withhold approval of a proposed
 site that meets all of the Franchisor's site selection
 criteria.


     5.2. Approval of Lease.  The Franchisee shall
 obtain the Franchisor's prior written approval before
 executing any lease or purchase agreement for the
 Franchised Location.  Any lease for the Franchised
 Location shall, at the option of the Franchisor,
 contain a provision:  (1) allowing for assignment of
 the lease to the Franchisor in the event that this
 Agreement is terminated or not renewed for any reason;
 (2) giving the Franchisor the right to cure any
 default by the Franchisee under such lease; and (3)
 providing the Franchisor with the right, exercisable
 upon and as a condition of the approval of the
 Franchised Location, to execute the lease agreement or
 other document providing entitlement to the use of the
 Franchised Location in its own name or jointly with
 the Franchisee as lessee and, upon the exercise of
 such option, the Franchisor shall provide the
 Franchisee with the right to use the premises as its
 sublessee, assignee, or other similar capacity upon
 the same terms and conditions as obtained by the
 Franchisor.  The lease shall be collaterally assigned
 to the Franchisor as security for the Franchisee's
 timely performance of all obligations under this
 Agreement; the Franchisee shall obtain the lessor's
 consent to such collateral assignment.  The Franchisee
 shall deliver a copy of the signed lease for the
 Franchised Location to the Franchisor within 15 days
 of its execution.  The Franchisee acknowledges that
 approval of a lease for the Franchised Location by the
 Franchisor does not constitute a recommendation,
 endorsement or guarantee by the Franchisor of the
 suitability or profitability of the location or the
 lease and the Franchisee should take all steps
 necessary to ascertain whether such location and lease
 are acceptable to the Franchisee.

     5.3. Conversion and Design.  The Franchisee
 acknowledges that the layout, design, decoration and
 color scheme of PAK MAIL Centers are an integral part
 of the Franchisor's proprietary System and
 accordingly, the Franchisee shall convert, design and
 decorate the Franchised Location in accordance with
 the Franchisor's plans and specifications and with the
 assistance of contractors and suppliers designated by
 or otherwise approved by the Franchisor.  The
 Franchisee shall obtain the Franchisor's written
 consent to any conversion, design or decoration of the
 premises before remodeling or decorating begins,
 recognizing that any related costs are the Fran-

 chisee's sole responsibility.  It shall be the
 Franchisee's responsibility to have prepared all
 required construction plans and specifications to suit
 the shape and dimensions of the Franchised Location
 and to insure compliance with applicable laws and the
 lease.


     5.4. Signs.  The Franchisee shall purchase or
 otherwise obtain for use at the Franchised Location
 and in connection with the PAK MAIL Center signs which
 comply with the standards and specifications of the
 Franchisor as set forth in the Operations Manual, as
 that term is defined in Section 8.1.  It is the
 Franchisee's sole responsibility to insure that any
 signs comply with applicable local ordinances, mall
 regulations, building codes and zoning regulations.
 Any modifications to the Franchisor's standards and
 specifications for signs which must be made due to
 local ordinances, codes or regulations shall be
 submitted to the Franchisor for prior written
 approval.  The Franchisee acknowledges the Marks, or
 any other name, symbol or identifying marks on any
 signs shall only be used in accordance with the
 Franchisor's standards and specifications and only
 with the prior written approval of the Franchisor.

     5.5. Equipment.  The Franchisee shall purchase
 or otherwise obtain for use at the Franchised Location
 equipment of a type and in an amount which complies
 with the standards and specifications of the
 Franchisor.  The Franchisee acknowledges that the
 type, quality, configuration, capability and/or
 performance of the equipment are all standards and
 specifications which are a part of the System and
 therefore such equipment must be purchased, leased, or
 otherwise obtained in accordance with the Franchisor's
 standards and specifications and only from sources
 approved by the Franchisor.  The Franchisee shall
 equip the Center with point-of-sale systems, computer
 hardware and software, copiers, facsimile machines and
 mailboxes and other designated equipment as is
 consistent with the standards and specifications of
 the Franchisor.

     5.6. Permits and Licenses.  The Franchisee
 agrees to obtain all such permits and certifications
 as may be required for the lawful construction and
 operation of the PAK MAIL Center together with all
 certifications from government authorities having
 jurisdiction over the site that all requirements for
 construction and operation have been met, including
 without limitation, zoning, access, sign, health,
 safety requirements, building and other required
 construction permits, licenses to do business and
 fictitious name registrations, sales tax permits,
 health and sanitation permits and ratings and fire
 clearances.  The Franchisee agrees to obtain all
 customary contractors' sworn statements and partial
 and final lien waivers for construction, remodeling,
 decorating and installation of equipment at the
 Franchised Location.  Copies of all subsequent
 inspection reports, warnings, certificates and ratings
 issued by any governmental entity during the term of
 this Agreement in connection with the conduct of the


 PAK MAIL Center which indicates the Franchisee's
 failure to meet or maintain the highest governmental
 standards, or less than full compliance by the
 Franchisee with any applicable law, rule or
 regulation, shall be forwarded to the Franchisor
 within five days of the Franchisee's receipt thereof.

     5.7. Commencement of Operations.  Unless
 otherwise agreed to in writing by the Franchisor and
 the Franchisee, the Franchisee has 180 days from the
 date of this Agreement within which to:  (1) secure
 all necessary financing for the Center; (2) complete
 the initial training program described in Section 6.1
 of this Agreement; (3) select, lease and develop the
 Franchised Location; (4) purchase an opening inventory
 of materials and supplies; (5) obtain and provide
 evidence of insurance as described in Section 21.1
 below; and (6) commence operation of the PAK MAIL
 Center.  The Franchisor will extend the time in which
 the Franchisee has to commence operations for a
 reasonable period of time in the event factors beyond
 the Franchisee's reasonable control prevent the
 Franchisee from meeting this development schedule, so
 long as the Franchisee has made reasonable and
 continuing efforts to comply with such development
 obligations and the Franchisee requests, in writing,
 an extension of time in which to have its PAK MAIL
 Center established before such development period
 lapses.  The Franchisee shall obtain the Franchisor's
 approval prior to opening the Center for business.


                              6.  TRAINING

     6.1. Initial Training Program.  The Franchisee
 or, if the Franchisee is not an individual, the person
 designated by the Franchisee to assume primary
 responsibility for the management of the PAK MAIL
 Center ("Principal Operator"), is required to attend
 and successfully complete the initial training program
 which is offered by the Franchisor at one of the
 Franchisor's designated training facilities.  Up to
 two individuals are eligible to participate in the
 Franchisor's initial training program without charge
 of a tuition or fee.  The Franchisee shall be
 responsible for any and all traveling and living
 expenses incurred in connection with attendance at the
 training program.  At least one individual must
 successfully complete the initial training program
 prior to the Franchisee's commencement of operation of
 its PAK MAIL Center.

     6.2. Length of Training.  The initial training
 program shall consist of a total of 12 days, nine of
 which shall be classroom instruction at a location
 designated by the Franchisor and three of which shall
 be on-site at the Franchised Location at or around the
 time the Center opens for business.  The Franchisee,


 and if applicable, the Principal Operator, shall
 attend the on-site training at the Franchised
 Location.  The Franchisor reserves the right to waive
 a portion of the training program or alter the
 training schedule, if in the Franchisor's sole
 discretion, the Franchisee or Principal Operator has
 sufficient prior experience or training.

     6.3. Additional Training.  From time to time,
 the Franchisor may present seminars, conventions or
 continuing development programs or conduct meetings
 for the benefit of the Franchisee.  The Franchisee or
 its Principal Operator shall be required to attend any
 ongoing mandatory seminars, conventions, programs or
 meetings as may be offered by the Franchisor.  The
 Franchisor shall give the Franchisee at least 30 days
 prior written notice of any ongoing seminar,
 convention or program which is deemed mandatory.  The
 Franchisor shall not require that the Franchisee
 attend any ongoing training more often than once a
 year.  All mandatory training will be offered without
 charge of a tuition or fee; provided, however, the
 Franchisee will be responsible for all traveling and
 living expenses which are associated with attendance
 at the same.


                      7.  DEVELOPMENT ASSISTANCE

     7.1. Franchisor's Development Assistance.  The
 Franchisor shall provide the Franchisee with
 assistance in the initial establishment of the PAK
 MAIL Center as follows:

          a.   Provision of the initial training program
      to be conducted at the Franchisor's designated
      training facilities or at another location
      designated by the Franchisor, as described in
      Article 6 above.

          b.   Provision of written specifications for a
      Franchised Location which shall include, without
      limitation, specifications for space
      requirements, build out and the demographics and
      character of the surrounding market area. The
      Franchisee acknowledges that the Franchisor shall
      have no other obligation to provide assistance in
      the selection and approval of a Franchised
      Location other than the provision of such written
      specifications and approval or disapproval of a
      proposed Franchised Location, which approval or
      disapproval shall be based on information
      submitted to the Franchisor in a form sufficient
      to assess the proposed location as may be
      reasonably required by the Franchisor.


          c.   Directives regarding the required
      conversion, design and decoration of the PAK MAIL
      Center premises, plus specifications concerning
      signs, decor, color, equipment, machines,
      uniforms and equipment.

          d.   Information regarding the selection of
      suppliers of equipment, items and materials used
      and inventory and services offered for sale in
      connection with the PAK MAIL Center.  After
      execution of this Agreement, the Franchisor will
      provide the Franchisee with a list of approved
      suppliers, if any, of such equipment, items,
      materials, inventory and services and, if
      available, a description of any national or
      central purchase and supply agreements offered by
      such approved suppliers for the benefit of PAK
      MAIL franchisees.

          e.   Provision of an operations manual in
      accordance with Section 8.1 below.

          f.   The Franchisor will make available to the
      Franchisee at or around the commencement of
      operations of the Franchisee's PAK MAIL Center a
      representative to be present for three days
      during the initial operation of the Franchisee's
      PAK MAIL Center.  The representative will assist
      the Franchisee's employees in the initial
      operation of the Center at a time scheduled by
      the Franchisor, unless in the Franchisor's
      determination, the Franchisee or the Principal
      Operator have had sufficient prior training or
      experience.

          g.   The Franchisor will grant the Franchisee
      a non-exclusive, non-transferable license to use
      certain proprietary computer programs and related
      materials developed for use in the operation of
      Pak Mail Centers ("Program") in accordance with
      the terms of the Franchisor's standard Software
      License Agreement ("Software License Agreement").
      The Franchisee will use the Program in accordance
      with the terms of the Software License Agreement,
      including using certain computer equipment
      designated by the Franchisor as meeting its
      specifications ("Designated Equipment").



                          8.  OPERATIONS MANUAL

     8.1. Operations Manual.  The Franchisor agrees
 to provide to the Franchisee one or more manuals,
 technical bulletins, or other written materials
 (collectively referred to as "Operations Manual")
 covering certain standards and specifications for
 packaging, shipping, crating, freight forwarding,
 mailing and communications services and other
 operating and marketing techniques for the PAK MAIL
 Center.  The Franchisee agrees that it shall comply
 with the Operations Manual as an essential aspect of
 its obligations under this Agreement and failure by
 the Franchisee to substantially comply with the
 Operations Manual may be considered by the Franchisor
 to be a breach of this Agreement.

     8.2. Confidentiality of Operations Manual
 Contents.  The Franchisee agrees to use the Marks and
 System only as specified in the Operations Manual.
 The Operations Manual is the sole property of the
 Franchisor and shall be used by the Franchisee only
 during the term of this Agreement and in strict
 accordance with the terms and conditions hereof.  The
 Franchisee shall not duplicate the Operations Manual
 nor disclose its contents to persons other than its
 employees or officers who have signed a
 confidentiality and noncompetition agreement in a form
 approved by the Franchisor.  The Franchisee shall
 return the Operations Manual to the Franchisor upon
 the expiration, termination or assignment of this
 Agreement.

     8.3. Changes to Operations Manual.  The
 Franchisor reserves the right to revise the Operations
 Manual from time to time as it deems necessary to
 update or change operating and marketing techniques or
 standards and specifications.  The Franchisee, upon
 receipt of any updated information, shall update its
 copy of the Operations Manual as instructed by the
 Franchisor and shall conform its operations with the
 updated provisions within a reasonable time
 thereafter.  The Franchisee acknowledges that a master
 copy of the Operations Manual maintained by the
 Franchisor at its principal office shall be
 controlling in the event of a dispute relative to the
 content of any Operations Manual.



                        9.  OPERATING ASSISTANCE

     9.1. Franchisor's Services.  The Franchisor
 agrees that, during the Franchisee's operation of the
 PAK MAIL Center, the Franchisor shall make available
 to the Franchisee the following services:

          a.   Upon the reasonable request of the
      Franchisee, consultation by telephone, facsimile
      or electronic mail, regarding the continued
      operation and management of a PAK MAIL Center and
      advice regarding the packaging and shipping
      services, quality control, inventory issues,
      customer and supplier relations issues and
      similar advice.

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

          c.   On-going updates of information and
      programs regarding the packaging and shipping
      industry, the competition, the PAK MAIL concept
      and the System, including, without limitation,
      information about special or new products which
      may be developed and made available to PAK MAIL
      franchisees as a part of the System.

          d.   The Franchisor shall make the initial
      training program available to replacement or
      additional Principal Operators during the term of
      this Agreement.  The Franchisee shall be
      responsible for all travel and living expenses
      incurred by its personnel during the training
      program.  The availability of the training
      programs shall be subject to space considerations
      and prior commitments to new PAK MAIL franchi-

      sees.

     9.2. Additional Franchisor Services.  Although
 not obligated to do so, the Franchisor may make its
 employees or designated agents available to the
 Franchisee for on-site advice and assistance in
 connection with the on-going operation of the PAK MAIL
 Center governed by this Agreement.

                 10.  FRANCHISEE'S OPERATIONAL COVENANTS

     10.1.     Business Operations.  The Franchisee
 acknowledges that it is solely responsible for the
 successful operation of its PAK MAIL Center and that
 the continued successful operation thereof is, in
 part, dependent upon the Franchisee's compliance with
 this Agreement and the Operations Manual.  In addition
 to all other obligations contained in this Agreement
 and in the Operations Manual, the Franchisee covenants
 that:


          a.   The Franchisee shall maintain clean,
      efficient and high quality PAK MAIL Center
      operations and shall operate the business in
      accordance with the Operations Manual and in such
      a manner as not to detract from or adversely
      reflect upon the name and reputation of the
      Franchisor and the goodwill associated with the
      PAK MAIL name and Marks.

          b.   The Franchisee will conduct itself and
      operate its PAK MAIL Center in compliance with
      all applicable laws, health department
      regulations and other ordinances and in such a
      manner so as to promote a good public image in
      the business community.  In connection therewith,
      the Franchisee will be solely and fully
      responsible for obtaining any and all licenses to
      carry on business at the PAK MAIL Center.

          c.   The Franchisee acknowledges that proper
      management of the PAK MAIL Center is important
      and shall insure that the Franchisee or a
      designated Principal Operator who has completed
      the Franchisor's initial training program be
      responsible for the management of the PAK MAIL
      Center.

          d.   The Franchisee shall offer only products
      and services through its Center which meet or
      exceed the minimum standards and specifications
      established by the Franchisor more fully
      described in the Operations Manual.  The
      Franchisee shall offer all types of products and
      services as from time to time may be prescribed
      by the Franchisor and shall refrain from offering
      any other types of products or services, or
      operating or engaging in any other type of
      business or profession, from or through the PAK
      MAIL Center.

          e.   The Franchisee will pay on a timely basis
      all amounts due and owing to the Franchisor
      pursuant to any separate agreements between the
      Franchisee and the Franchisor and all amounts due
      and owing by the Franchisee to all third parties,
      including national vendors and taxing
      authorities, with whom the Franchisee does
      business at or through the Center.  In connection
      with any amounts due and owing by the Franchisee
      to third parties, the Franchisee expressly
      acknowledges that a default by the Franchisee
      with respect to such indebtedness may be
      considered a default hereunder and the Franchisor
      may avail itself of all remedies provided for
      herein in the event of default.


          f.   The Franchisee shall comply with all
      agreements with third parties related to the PAK
      MAIL Center including, in particular, all
      provisions of any premises lease and the Software
      License Agreement.

          g.   The Franchisee and all employees of the
      Franchisee shall present a professional
      appearance, as described in the Operations
      Manual, and shall render competent and courteous
      service to customers of the PAK MAIL Center while
      working at the Franchised Location.  The
      Franchisee is required, at the Franchisee's
      expense, to purchase specified wearing apparel
      from suppliers approved by the Franchisor.  All
      Principal Operators, employees of the Franchisee,
      the Franchisee and its owners, shall wear the
      specified uniform at all times while working at
      the Franchised Location.  The Franchisor has the
      right, in its sole and absolute discretion, to
      change or modify such dress code guidelines.

          h.   The Franchisee agrees to renovate,
      refurbish, remodel or replace, at its own
      expense, the real and personal property and
      equipment used in the operation of the PAK MAIL
      Center, when reasonably required by the
      Franchisor in order to comply with the image,
      standards of operation and performance capability
      established by the Franchisor from time to time.
      If the Franchisor changes its image or standards
      of operation, it shall give the Franchisee a
      reasonable period of time within which to comply
      with such changes.

          i.   The Franchisee shall be responsible for
      training all of its employees who work in any
      capacity in the PAK MAIL Center and shall be
      fully responsible for all employees' compliance
      with the operational standards which are part of
      the System.  The Franchisee must conduct its
      employee training in the manner and according to
      the standards as prescribed in the Operations
      Manual.  Any employee who does not satisfactorily
      complete the training shall not work in any
      capacity in the Franchisee's PAK MAIL Center.

          j.   The Franchisee shall at all times during
      the term of this Agreement own and control the
      PAK MAIL Center authorized hereunder.  Upon
      request of the Franchisor, the Franchisee shall
      promptly provide satisfactory proof of such
      ownership to the Franchisor.  The Franchisee
      represents that the Statement of Ownership,
      attached hereto as Exhibit III and by this
      reference incorporated herein, is true, complete,
      accurate and not misleading, and, in accordance
      with the information contained in the Statement
      of Ownership, the controlling ownership of the


      PAK MAIL Center is held by the Franchisee.  The
      Franchisee shall promptly provide the Franchisor
      with a 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
      provisions contained in Article 16 herein.  In
      addition, if the Franchisee is an entity, all of
      the owners of the Franchisee shall sign the
      Personal Guaranty attached hereto as Exhibit II.

          k.   The Franchisee shall at all times during
      the term of this Agreement keep its PAK MAIL
      Center open during the business hours as may be
      designated by the Franchisor from time to time in
      the Operations Manual and shall maintain
      sufficient supplies of products and employ
      adequate personnel at all times so as to operate
      the Center at its maximum capacity and
      efficiency.


                             11.  ROYALTIES

     11.1.     Monthly Royalty.  The Franchisee agrees
 to pay to the Franchisor a monthly royalty ("Royalty")
 equal to 5% of the total amount of its "Gross
 Revenues" (defined in Section 11.2 below) for the
 first $200,000 of the Center's Gross Revenues, 4 1/2% for
 the next $50,000 of the Center's Gross Revenues, 4%
 for the next $50,000 of the Center's Gross Revenues,
 3 1/2% for the next $50,000 of the Center's Gross
 Revenues, and 3% for all subsequent Gross Revenues of
 the Center received in that calendar year.

     11.2.     Gross Revenues.  "Gross Revenues" shall
 mean and include the aggregate amount of all sales of
 services, products or merchandise of every kind or
 nature performed, sold from, at or in connection with
 the operation of the Center or arising out of the
 operation or conduct of business by the Center,
 including sales made at or away from the Center,
 whether for cash or credit, but excluding all:
 (i) federal, state or municipal sales or service taxes
 collected from customers and paid to the appropriate
 taxing authority; (ii) income generated from the sale
 of postage stamps; (iii) key deposits; and (iv) other
 exclusions as may be authorized in writing by the
 Franchisor.

     11.3.     Royalty Payments.  Royalty payments shall
 be made monthly and sent to the Franchisor, postmarked
 or otherwise transmitted no later than the 10th day of
 each month based on Gross Revenues for the immediately
 preceding month.  Royalty payments shall be
 accompanied by monthly reports, as more fully
 described in Article 15 hereof, on standard
 transmittal forms containing information regarding the


 Franchisee's Gross Revenues and such additional
 information as may be requested by the Franchisor.
 The Franchisor reserves the right to require Royalty
 payments be made on a weekly or bi-weekly basis if the
 Franchisee does not timely or fully submit the
 required payments or reports.  The Franchisor shall
 have the right to verify such Royalty payments from
 time to time as it deems necessary, in any reasonable
 manner.  In the event that the Franchisee fails to pay
 any Royalties when they are due, the Franchisee shall,
 in addition to such Royalties, owe interest after the
 due date at the highest applicable legal rate for open
 account business credit, not to exceed 1 1/2% per month.
 The Franchisee acknowledges that this Section 11.3
 shall not constitute the Franchisor's or its
 affiliates' agreement to accept such payments after
 they are due or a commitment to extend credit to or
 otherwise finance operation of the Center.  The
 Franchisor reserves the right to automatically assess
 a $50 late charge for any report and/or financial
 statement required under Section 10 below which is not
 timely filed by the Franchisee.  Such late charge
 shall continue to accrue each month that said
 report(s) and financial statement(s) remain unfiled,
 and shall be due and payable in full upon demand by
 the Franchisor.  In the event such late charge(s)
 is/are not paid upon demand, the Franchisor may elect
 to pursue its remedies as further set forth in this
 Agreement.  In no event shall the Franchisee be
 required to pay a late payment and/or interest at a
 rate greater than the maximum interest rate permitted
 by applicable law.

     11.4.     Application of Payments.  Notwithstanding
 any designation by the Franchisee, the Franchisor
 shall have sole discretion to apply any payments by
 the Franchisee, and any credits received by the
 Franchisor on the Franchisee's behalf from third party
 vendors, to any of Franchisee's past due indebtedness
 to Franchisor for Royalties, Advertising Contribu-

 tions, purchases from the Franchisor or its affili-

 ates, interest or any other indebtedness.


                            12.  ADVERTISING

     12.1.     Approval of Advertising.  The Franchisee
 shall obtain the Franchisor's prior written approval
 of all written advertising or other marketing or
 promotional programs regarding the PAK MAIL Center,
 including, without limitation, "Yellow Pages"
 advertising, newspaper ads, flyers, brochures,
 coupons, direct mail pieces, specialty and novelty
 items and radio and television advertising.  The
 Franchisee shall also obtain the Franchisor's prior
 written approval before using any promotional
 materials as may be provided by vendors.  The proposed


 written advertising or a description of the marketing
 or promotional program shall be submitted to the
 Franchisor at least 30 days prior to publication,
 broadcast or use.  The Franchisee acknowledges that
 advertising and promoting the PAK MAIL Center in
 accordance with the Franchisor's standards and
 specifications is an essential aspect of the System,
 and the Franchisee agrees to comply with all
 advertising standards and specifications.  The
 Franchisee shall display all required promotional
 materials, signs, point of purchase displays and other
 marketing materials in its PAK MAIL Center and in the
 manner prescribed by the Franchisor.

     12.2.     Marketing Material Beginning Inventory.
 If this Agreement governs the first Center to be
 opened and operated by the Franchisee, then the
 Franchisee shall pay to the Franchisor and other
 suppliers a nonrefundable, nonrecurring fee for
 marketing material beginning inventory ("Marketing
 Material Beginning Inventory") in an amount between
 $571 and $890 for Franchisor's provision of a
 beginning inventory of marketing material for the
 Franchisee's PAK MAIL Center.  The exact amount
 payable for the Marketing Material Beginning Inventory
 fee shall be determined by the Franchisee.  All or a
 part of that amount will be due and payable to the
 Franchisor and other suppliers by the Franchisee on or
 before the Franchisee's commencement of the initial
 training program.  The Marketing Material Beginning
 Inventory will be provided by the Franchisor and other
 suppliers at or around the opening of the Franchisee's
 Center.

     12.3.     Advertising Contribution.  The Franchisee
 shall contribute to an advertising fund established by
 the Franchisor ("Advertising Fund") a fee 2% of the
 total amount of the Franchisee's Gross Revenues
 ("Advertising Contribution").  The Advertising
 Contribution shall be paid to the Franchisor in
 addition to Royalties and the following terms and
 conditions shall apply:

          a.   The Advertising Contribution shall be
      payable concurrently with the payment of the
      Royalties, mailed to the Franchisor, postmarked
      or otherwise transmitted no later than the 10th
      day of each month, for the Advertising
      Contribution based on the Gross Revenues of the
      immediately preceding month.

          b.   The Advertising Contributions will be
      subject to the same late charges as the
      Royalties, in an amount and manner set forth in
      Section 11.3 above.


          c.   Upon the request of the Franchisee, the
      Franchisor will make available to the Franchisee,
      no later than 30 days after the end of each
      fiscal quarter, an unaudited financial statement
      which indicates how the Advertising Fund has been
      spent.

          d.   The Franchisor shall direct all
      advertising and marketing programs financed by
      the Advertising Fund, with sole discretion over
      the creative concepts, materials and endorsements
      used therein, geographic, market and media
      placement and allocation, and the administration
      thereof.  The Franchisee agrees that the
      Advertising Fund may be used to pay the costs of
      preparing and producing video and audio and
      written advertising materials; administering
      multi-regional advertising programs, including,
      without limitation, purchasing direct mail and
      other media advertising and employing advertising
      agencies and staff to assist therewith; and
      supporting public relations, market research and
      other advertising and marketing activities.

          e.   The Advertising Fund shall be accounted
      for separately from the Franchisor's other funds
      and shall not be used to defray any of the
      Franchisor's general operating expenses, except
      for such reasonable administrative costs,
      salaries and overhead as the Franchisor may incur
      in activities related to the administration of
      the Advertising Fund and its marketing programs,
      including, without limitation, conducting market
      research, preparing material, incurring related
      accounting and legal expenses, collecting and
      accounting for Advertising Fund contributions and
      all costs and expenses related to the Franchise
      System Advisory Council.  The Franchisor may
      spend in any fiscal year an amount greater or
      less than the aggregate contribution of all PAK
      MAIL Centers to the Advertising Fund in that year
      and the Advertising Fund may borrow from the
      Franchisor or other lenders to cover deficits or
      cause the Advertising Fund to invest any surplus
      for future use.  All interest earned on monies
      contributed to the Advertising Fund will be first
      used to pay costs.  The Advertising Fund may be
      incorporated or operated through an entity
      separate from the Franchisor at such time as the
      Franchisor deems appropriate, and such successor
      entity shall have all rights and duties of the
      Franchisor pursuant to this Section 12.3.

          f.   The Franchisee understands and
      acknowledges that the Advertising Fund is
      intended to maximize recognition of the Marks and
      patronage of PAK MAIL Centers.  Although the
      Franchisor will endeavor to utilize the
      Advertising Fund to develop advertising and



      marketing materials and programs and to place
      advertising that will benefit all PAK MAIL
      Centers, the Franchisor undertakes no obligation
      to ensure that expenditures by the Advertising
      Fund in or affecting any geographic area are
      proportionate or equivalent to the contributions
      by PAK MAIL Centers operating in that geographic
      area or that any PAK MAIL Center will benefit
      directly or in proportion to its contribution
      from the development of advertising and marketing
      materials or the placement of advertising.
      Except as expressly provided in this Section
      12.3, the Franchisor assumes no direct or
      indirect liability or obligation to the
      Franchisee with respect to the maintenance,
      direction or administration of the Advertising
      Fund.

          g.   The Franchisor reserves the right to
      terminate the Advertising Fund, upon 30 days'
      written notice to the Franchisee.  All unspent
      monies on the date of termination shall be
      distributed to the Franchisor's franchisees in
      proportion to their respective contributions to
      the Advertising Fund during the preceding 12
      month period.  The Franchisor shall have the
      right to reinstate the Advertising Fund upon the
      same terms and conditions set forth herein upon
      30 days' prior written notice to the Franchisee.

     12.4.     Regional Advertising Programs.  The
 Franchisor reserves the right, upon 30 days prior
 written notice to the Franchisee, to create a regional
 advertising association ("Association") for the
 benefit of PAK MAIL franchisees located within a
 particular geographic area.  If an Association is
 established for the area where the Franchisee is
 located, the Franchisee will be required to
 participate in the Association for the purpose of
 selecting and participating in regional marketing and
 promotion programs for PAK MAIL Centers.  The
 Franchisor, in its sole discretion, will contribute up
 to one-half of the Advertising Fund payments received
 by the Franchisor from franchisees in the Association
 for such marketing and advertising programs. The
 Franchisee will be required to remain a member of and
 be bound by the decisions of the majority of the
 members of the Association regarding expenditures,
 assessments and dues of the Association, to the extent
 that they are approved by the Franchisor.  Each
 Association has the right, by majority vote, to
 require its members to pay additional monthly dues to
 the Association.  The failure of the Franchisee to
 participate in the Association or pay any dues
 required by the Association, may, at the option of the
 Franchisor, be deemed to be a breach of this
 Agreement.  The Franchisor has the right, in its sole
 discretion, to determine the composition of all
 geographic territories and market areas for the


 implementation of such regional advertising and
 promotion campaigns and to require that the Franchisee
 participate in such regional advertising programs as
 and when they may be established by the Franchisor.
 If a regional advertising program is implemented on
 behalf of a particular region by the Franchisor, the
 Franchisor, to the extent reasonably calculable, will
 only use contributions from PAK MAIL franchisees
 within such region for the particular regional
 advertising program.  The Franchisor also reserves the
 right to establish an advertising cooperative for a
 particular region to enable the cooperative to self-
 administer the regional advertising program.


                          13.  QUALITY CONTROL

     13.1.     Compliance with Operations Manual.  The
 Franchisee agrees to maintain and operate the PAK MAIL
 Center in compliance with this Agreement and the
 standards and specifications contained in the
 Operations Manual, as the same may be modified from
 time to time by the Franchisor.

     13.2.     Standards and Specifications.  The
 Franchisor will make available to the Franchisee
 standards and specifications for products and services
 offered at or through the PAK MAIL Center and for
 decor, displays, uniforms, materials, forms, items,
 supplies and services used in connection with the
 Center.  The Franchisor reserves the right to change
 standards and specifications for services and products
 offered at or through the PAK MAIL Center and for the
 decor, displays, uniforms, materials, forms, items,
 supplies and services used in connection with the
 Center, upon 30 days prior written notice to the
 Franchisee. The Franchisee shall, throughout the term
 of this Agreement, remain in compliance and strictly
 adhere to all of the Franchisor's current standards
 and specifications for the PAK MAIL Center as
 prescribed from time to time.

     13.3.     Inspections.  The Franchisor shall have
 the right to examine the Franchised Location,
 including the inventory, products, equipment,
 materials, supplies or services used or sold there, to
 ensure compliance with all standards and
 specifications set by the Franchisor.  The Franchisor
 shall conduct such inspections during regular business
 hours and the Franchisee may be present at such
 inspections.  The Franchisor, however, reserves the
 right to conduct the inspections without prior notice
 to the Franchisee.

     13.4.     Restrictions on Services and
 Products.  The Franchisee is prohibited from offering
 or selling any products or services not authorized by
 Franchisor as being a part of the System.  However, if
 the Franchisee proposes to offer, conduct or utilize


 any products, services, materials, forms, items,
 supplies or services for use in connection with or
 sale through the PAK MAIL Center which are not
 previously approved by the Franchisor as meeting its
 specifications, the Franchisee shall first notify the
 Franchisor in writing requesting approval.  The
 Franchisor may, in its sole discretion, for any reason
 whatsoever, elect to withhold such approval; however,
 in order to make such determination, the Franchisor
 may require submission of specifications, information,
 or samples of such products, services, materials,
 forms, items or supplies.  The Franchisor will advise
 the Franchisee within a reasonable time whether such
 products, services, materials, forms, items or
 supplies meet its specifications.

     13.5.     Approved Suppliers.  The Franchisee shall
 purchase all products, services, supplies and
 materials required for the operation of the PAK MAIL
 Center from suppliers designated or approved by the
 Franchisor or, if there is no designated or approved
 supplier for a particular product, service, supply or
 material, from such other suppliers who meet all of
 the Franchisor's specifications and standards as to
 quality, composition, finish, appearance and service,
 and who shall adequately demonstrate their capacity
 and facilities to supply the Franchisee's needs in the
 quantities, at the times, and with the reliability
 requisite to an efficient operation of the PAK MAIL
 Center.

     13.6.     Request to Approve Supplier.  In the
 event the Franchisee desires to purchase or use
 products, services, supplies or materials from
 suppliers other than those previously approved by the
 Franchisor, the Franchisee shall, prior to purchasing
 from or otherwise utilizing any supplier give the
 Franchisor a written request to approve the supplier.
 In the event the Franchisor rejects the Franchisee's
 requested new supplier, the Franchisor must, within 60
 days of the receipt of the Franchisee's request to
 approve the supplier notify the Franchisee in writing
 of its rejection.  The Franchisor may continue from
 time to time to inspect any suppliers' facilities and
 products to assure compliance with the Franchisor's
 standards and specifications.  Permission for such
 inspection shall be a condition of the continued
 approval of such supplier.  The Franchisor may at its
 sole discretion, for any reason whatsoever, elect to
 withhold approval of the supplier; however, in order
 to make such determination, the Franchisor may require
 that samples from a proposed new supplier be delivered
 to the Franchisor for testing prior to approval and
 use.  A charge not to exceed the actual cost of the
 test may be made by the Franchisor and shall be paid
 by the Franchisee.


     13.7.     Shopping Service.  The Franchisor
 reserves the right to use third party shopping
 services from time to time to evaluate the conduct of
 the Franchisee's PAK MAIL Center, including such
 things as customer service, cleanliness, merchandising
 and proper use of registers.  Franchisor may use such
 shopping services to inspect the Franchisee's PAK MAIL
 Center at any time at the Franchisor's expense,
 without prior notification to the Franchisee.  The
 Franchisor may make the results of any such service
 evaluation available to the Franchisee, in the
 Franchisor's sole discretion.


            14.  MARKS, TRADE NAMES AND PROPRIETARY INTERESTS

     14.1.     Marks.  The Franchisee acknowledges that
 the Franchisor has the sole right to own, license and
 control the Franchisee's use of the PAK MAIL service
 mark and other of the Marks, and that such Marks shall
 remain under the sole and exclusive ownership and
 control of the Franchisor.  The Franchisee
 acknowledges that it has not acquired any right, title
 or interest in such Marks except for the right to use
 such marks in the operation of its PAK MAIL Center as
 it is governed by this Agreement.

     14.2.     No Use of Other Marks.  The Franchisee
 agrees that no service mark other than "PAK MAIL" or
 such other Marks as may be specified by the Franchisor
 shall be used in the identification, marketing,
 promotion or operation of the PAK MAIL Center.

     14.3.     System.  The Franchisee acknowledges that
 the Franchisor owns and controls the distinctive plan
 for the establishment, operation and promotion of the
 PAK MAIL Center and all related licensed methods of
 doing business, previously defined as the "System",
 which include, but are not limited to, methods for
 shipping, crating, freight forwarding, mailing,
 communications, inventory type and control, technical
 equipment standards, customer relations, marketing
 techniques, written promotional materials,
 advertising, and accounting systems, all of which
 constitute confidential trade secrets of the
 Franchisor, and the Franchisee acknowledges that the
 Franchisor has valuable rights in and to such trade
 secrets.  The Franchisee further acknowledges that it
 has not acquired any right, title or interest in the
 System except for the right to use the System in the
 operation of the PAK MAIL Center as it is governed by
 this Agreement and that it is obligated to maintain
 the confidentiality of the System in accordance with
 Section 20.3 below.

     14.4.     Mark Infringement.  The Franchisee agrees
 to notify the Franchisor in writing of any possible
 infringement or illegal use by others of a trademark
 the same as or confusingly similar to the Marks which


 may come to its attention.  The Franchisee
 acknowledges that the Franchisor shall have the right,
 in its sole discretion, to determine whether any
 action will be taken on account of any possible
 infringement or illegal use. The Franchisor may
 commence or prosecute such action in the Franchisor's
 own name and may join the Franchisee as a party to the
 action if the Franchisor determines it to be
 reasonably necessary for the continued protection and
 quality control of the Marks and System.  The
 Franchisor shall bear the reasonable cost of any such
 action, including attorneys' fees.  The Franchisee
 agrees to fully cooperate with the Franchisor in any
 such litigation.

     14.5.     Franchisee's Business Name.  The
 Franchisee acknowledges that the Franchisor has a
 prior and superior claim to the "PAK MAIL" trade name.
 The Franchisee shall not use the words "PAK MAIL" in
 the legal name of its corporation, partnership or any
 other business entity used in conducting the business
 provided for in this Agreement.  The Franchisee also
 agrees not to register or attempt to register a trade
 name using the word "PAK MAIL" in the Franchisee's
 name or that of any other person or business entity,
 without prior written consent of the Franchisor.  The
 Franchisee shall not identify itself as being "Pak
 Mail Centers of America, Inc." or as being associated
 with the Franchisor in any manner other than as a
 franchisee or licensee.  The Franchisee further agrees
 that in all advertising and promotion and promotional
 materials it will display its business name only in
 obvious conjunction with the phrase "PAK MAIL
 Licensee" or "PAK MAIL Franchisee" or with such other
 words and in such other phrases to identify itself as
 an independent owner of the PAK MAIL Center, as may
 from time to time be prescribed in the Operations
 Manual.

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


             15.  REPORTS, RECORDS AND FINANCIAL STATEMENTS

     15.1.     Franchisee Reports.  The Franchisee shall
 establish and maintain, at its own expense,
 bookkeeping, accounting and data processing systems
 which conform to the specifications which the
 Franchisor may prescribe from time to time (including,


 without limitation, requirements for timely entry of
 information into data bases of the Program, periodic
 printouts of reports generated by the Program and the
 Franchisor's access to all Program data by modem).
 Each transaction of the Center shall be processed on
 the Program in the manner prescribed by the
 Franchisor.  The Franchisor shall have the right of
 access to the Program and all data processed thereon
 with respect to the Center.  The Franchisee shall
 provide access to the Franchisor at any time by
 installing a modem which meets the Company's standards
 and specifications.  The Franchisee shall supply to
 the Franchisor such types of reports in a manner and
 form as the Franchisor may from time to time
 reasonably require, including:

          a.   within 10 days after the end of each
      calendar month (or weekly if the Franchisor
      requires the Franchisee to pay the Royalty
      described in Section 5.B. hereof on a weekly
      basis), a report on the Center's Gross Revenues
      for such calendar month (or week);

          b.   within 90 days after the end of the
      Franchisee's fiscal year, a balance sheet and
      profit and loss statement for the Center for such
      year (or monthly or quarterly if required by the
      Franchisor, in which case such statements shall
      also reflect year-to-date information); and

          c.   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.

 The Franchisor reserves the right to require that the
 Franchisees submit financial statements on a quarterly
 or monthly basis and within such time periods as may
 be reasonable under the circumstances.  The Franchisor
 also reserves the right to disclose data derived from
 such reports, without identifying the Franchisee,
 except to the extent identification of the Franchisee
 is required by law.  The Franchisee consents to the
 Franchisor obtaining financial and account information
 regarding the Center and its operations from third
 parties with whom the Franchisee does business, as and
 when deemed necessary by the Franchisor.

     15.2.     Verification.  Each report and financial
 statement to be submitted to the Franchisor pursuant
 to this Agreement shall be signed and verified by the
 Franchisee.

     15.3.     Books and Records.  The Franchisee shall
 maintain all books and records for its PAK MAIL Center
 in accordance with generally accepted accounting
 principles, consistently applied, and in a manner as


 reasonably prescribed by the Franchisor, and shall
 preserve these records for at least five years after
 the fiscal year to which they relate.

     15.4.     Audit of Books and Records.  The
 Franchisee shall permit the Franchisor to inspect and
 audit the books and records of the PAK MAIL Center at
 any reasonable time, at the Franchisor's expense.  If
 any audit discloses a deficiency in amounts for
 payments owed to the Franchisor pursuant to this
 Agreement, then such amounts shall become immediately
 payable to the Franchisor by the Franchisee, with
 interest from the date such payments were due at the
 lesser of 1 1/2% per month or the maximum rate allowed by
 law.  In the event such inspection or audit is made
 necessary by the Franchisee's failure to furnish
 required reports, supporting records or other infor-

 mation, or to furnish such information on a timely
 basis for two or more consecutive reporting periods,
 or if the Franchisee has received advance notice from
 the Franchisor and fails to have the books and records
 available for such audit or otherwise fails to
 cooperate therewith or if an understatement of Gross
 Revenues for the period of any audit is determined by
 any such audit or inspection to be greater than 5%,
 the Franchisee shall reimburse the Franchisor for the
 cost of such audit or inspection, including, without
 limitation, the charges of attorneys and any
 independent accountants and the travel expenses, room
 and board and compensation of the Franchisor's
 employees.


                              16.  TRANSFER

     16.1.     Transfer by Franchisee.  The franchise
 granted herein is personal to the Franchisee and,
 except as stated below, the Franchisor shall not allow
 or permit any transfer, assignment, subfranchise or
 conveyance of this Agreement or any interest
 hereunder.  As used in this Agreement, the term
 "transfer" shall mean and include the voluntary,
 involuntary, direct or indirect assignment, sale, gift
 or other disposition by the Franchisee (or any of its
 owners) of any interest in:  (1) this Agreement;
 (2) the ownership of the Franchisee; or (3) the Center
 or any assets of the Center.  An assignment, sale,
 gift or other disposition shall include a transfer
 resulting from a divorce, insolvency, corporate or
 partnership dissolution proceeding or otherwise by
 operation of law or, in the event of the death of the
 Franchisee, or an owner of the Franchisee by will,
 declaration of or transfer in trust or under the laws
 of intestate succession.

     16.2.     Pre-Conditions to Franchisee's Transfer.
 The Franchisee shall not transfer its rights under
 this Agreement or any interest in it, or any part or


 portion of any business entity that owns it or all or
 a substantial portion of the assets of the PAK MAIL
 Center, unless the Franchisee obtains the Franchisor's
 written consent and complies with the following
 requirements:

          a.   Payment of all amounts due and owing
      pursuant to this Agreement by the Franchisee to
      the Franchisor or its affiliates or to third
      parties holding a security interest in any asset
      of the franchised business;

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

          c.   Execution of a Franchise Agreement in a
      form then currently offered by the Franchisor,
      which shall supersede this Agreement in all
      respects.  If a new Franchise Agreement is
      signed, the terms thereof may differ from the
      terms of this Agreement; provided, however, the
      transferee will not be required to pay any
      additional initial franchise fee;

          d.   Provision by the Franchisee of written
      notice to the Franchisor 30 days' prior to the
      proposed effective date of the transfer, such
      notice to contain information reasonably detailed
      to enable the Franchisor to evaluate the terms
      and conditions of the proposed transfer;

          e.   The proposed transferee shall have
      provided information to the Franchisor sufficient
      for the Franchisor to assess the proposed
      transferee's business experience, aptitude and
      financial qualification, and the Franchisor shall
      have ascertained that the proposed transferee
      meets such qualifications;

          f.   Execution by Franchisee of a general
      release, in a form satisfactory to the
      Franchisor, of any and all claims against the
      Franchisor, its affiliates and their respective
      officers, directors, employees and agents;

          g.   Payment by the Franchisee or the proposed
      transferee of $2,500; and

          h.   Agreement by the Franchisee to abide by
      the post-termination covenant not to compete set
      forth in Section 20.2 below.

     16.3.     Franchisor's Approval of Transfer.  The
 Franchisor has 30 days from the date of the written
 notice of the proposed transfer to approve or


 disapprove in writing, of the Franchisee's proposed
 transfer.  The Franchisee 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 franchisees of the
 Franchisor and that such proposed transferee shall be
 provided, if appropriate, with such disclosures as may
 be required by state or federal law.  The Franchisor
 shall have the right to approve the material terms and
 conditions of the transfer, including, without
 limitation, the right to confirm that the price and
 terms of payment are not so burdensome as to affect
 adversely the transferee's operation of the Center.
 If the Franchisee (and/or the transferring owners)
 finance any part of the sale price of the transferred
 interest, if any, unless waived in writing by the
 Franchisor, the Franchisee and/or its owners must
 agree that all obligations of the transferee under or
 pursuant to any promissory notes, agreements or
 security interests reserved by the Franchisee or its
 owners in the assets of the Center or the Franchised
 Location shall be subordinate to the transferee's
 obligations to pay royalty fees, Advertising
 Contributions and other amounts due to the Franchisor
 and its affiliates and to otherwise comply with this
 Agreement.  If the Franchisee and the proposed
 transferee comply with all conditions for assignment
 set forth herein and the Franchisor has not given the
 Franchisee notice of its approval or disapproval
 within the 30 day period, approval is deemed granted.

     16.4.     Right of First Refusal.  In the event the
 Franchisee wishes to transfer its rights under this
 Agreement or any interest in it, or any part or
 portion of any business entity that owns it, or all or
 a substantial portion of the assets of the PAK MAIL
 Center, the Franchisee agrees to grant to the
 Franchisor a 30 day right of first refusal to purchase
 such rights, interest or assets on the same terms and
 conditions as are contained in the written offer to
 purchase submitted to the Franchisee by the proposed
 purchaser; provided, however, the following additional
 terms and conditions shall apply:

          a.   The Franchisee shall notify the
      Franchisor of such offer by sending a written
      notice to the Franchisor (which notice may be the
      same notice as required by Section 16.2(d)
      above), enclosing a copy of the written offer
      from the proposed purchaser;

          b.   The 30 day right of first refusal period
      will run concurrently with the period in which
      the Franchisor has to approve or disapprove the
      proposed transferee;

          c.   Such right of first refusal is effective
      for each proposed transfer and any material
      change in the terms or conditions of the proposed


      transfer shall be deemed a separate offer on
      which a new 30 day right of first refusal shall
      be given to the Franchisor;

          d.   If the consideration or manner of payment
      offered by a third party is such that the
      Franchisor may not reasonably be required to
      furnish the same, then the Franchisor may
      purchase the interest which is proposed to be
      sold for the reasonable cash equivalent.  If the
      parties cannot agree within a reasonable time on
      the cash consideration, an independent appraiser
      shall be designated by the Franchisor, whose
      determination will be binding upon the parties.
      All expenses of the appraiser shall be paid for
      equally between the Franchisor and the
      Franchisee; and

          e.   If the Franchisor chooses not to exercise
      its right of first refusal, the Franchisee shall
      be free to complete the sale, transfer or
      assignment, subject to compliance with Sections
      16.2 and 16.3 above.  Absence of a reply to the
      Franchisee's notice of a proposed sale within the
      30 day period is deemed a waiver of such right of
      first refusal.

     16.5.     Specific Types of Transfers.  The
 Franchisee acknowledges that the Franchisor's right to
 approve or disapprove of a proposed sale or transfer,
 and all other requirements and rights related to such
 proposed sale or transfer, as provided for above,
 shall apply (1) if the Franchisee is a partnership or
 other business association, to the addition or
 deletion of a partner or members of the association or
 the transfer of any partnership or membership among
 existing partners or members; (2) if the Franchisee is
 a corporation, to any proposed transfer or assignment
 of 25% or more of the stock of the corporate
 Franchisee, whether such transfer occurs in a single
 transaction or several transactions; and (3) if the
 Franchisee is an individual, to the transfer from such
 individual or individuals to a corporation controlled
 by them, in which case the Franchisor's approval will
 be conditioned upon: (i) the continuing personal
 guarantee of the individual (or individuals) for the
 performance of obligations under this Agreement; (ii)
 the issuance and/or transfer of shares which would
 affect a change in ownership of 25% or more of the
 stock in the corporation being conditioned on the
 Franchisor's prior written approval; (iii) a
 limitation on the corporation's business activity to
 that of operating the PAK MAIL Center and related
 activities; and (iv) other reasonable conditions.
 With respect to a proposed transfer as described in
 subsection (1) and (3) of this Section, the
 Franchisor's right of first refusal to purchase, as
 set forth above, shall not apply and the Franchisor
 will waive any transfer fee chargeable to the
 Franchisee for a transfer under these circumstances.


     16.6.     Assignment by the Franchisor.  This
 Agreement is fully assignable by the Franchisor and
 shall inure to the benefit of any assignee or other
 legal successor in interest, and the Franchisor shall
 in such event be fully released from the same.

     16.7.     Franchisee's Death or Disability.  Upon
 the death or permanent disability of the Franchisee
 (or the Franchisee's individual controlling the
 Franchisee entity), the executor, administrator,
 conservator, guardian or other personal representative
 of such person shall transfer the Franchisee's
 interest in this Agreement or such interest in the
 Franchisee entity to an approved third party.  Such
 disposition of this Agreement or such interest
 (including, without limitation, transfer by bequest or
 inheritance) shall be completed within a reasonable
 time, not to exceed 120 days from the date of death or
 permanent disability, and shall be subject to all
 terms and conditions applicable to transfers contained
 in this Article 16.  Provided, however, that for
 purposes of this Section 16.7, there shall be no fee
 charged by the Franchisor for the initial training
 program offered to the transferee.  Failure to
 transfer the interest in this Agreement or such
 interest in the Franchisee entity within said period
 of time shall constitute a breach of this Agreement.
 For the purposes hereof, the term "permanent
 disability" shall mean a mental or physical
 disability, impairment or condition that is reasonably
 expected to prevent or actually does prevent the
 Franchisee or the owner of a controlling interest in
 the Franchisee entity from supervising the management
 and operation of the PAK MAIL Center for a period of
 120 days from the onset of such disability, impairment
 or condition.


                        17.  TERM AND EXPIRATION

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

     17.2.     Rights Upon Expiration.  At the end of
 the initial term hereof the Franchisee shall have the
 option to renew its franchise rights for an additional
 term, by acquiring successor franchise rights, if the
 Franchisor does not exercise its right not to offer a
 successor franchise in accordance with Section 17.4
 below and if the Franchisee:

          a.   At least 30 days prior to expiration of
      the term, executes the form of Franchise
      Agreement then in use by the Franchisor;

          b.   Has complied with all provisions of this
      Agreement during the current term, including the
      payment on a timely basis of all Royalties and


      other fees due hereunder.  "Compliance" shall
      mean, at a minimum, that the Franchisee has not
      received any written notification from the
      Franchisor of breach hereunder more than four
      times during the term hereof;

          c.   Upgrades and/or remodels the PAK MAIL
      Center and its operations at the Franchisee's
      sole expense (the necessity of which shall be in
      the sole discretion of the Franchisor) to conform
      with the then current Operations Manual;

          d.   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 and agents arising out of or relating
      to this Agreement; and

          e.   Pays a successor franchise fee of up to
      $5,000.

     17.3.     Exercise of Option for Successor
 Franchise.  The Franchisee may exercise its option for
 a successor franchise by giving written notice of such
 exercise to the Franchisor not later than 180 days
 prior to the scheduled expiration of this Agreement.
 The Franchisee's successor franchise rights shall
 become effective by signing the Franchise Agreement
 then currently being offered to new franchisees of the
 Franchisor.

     17.4.     Conditions of Refusal.  The Franchisor
 shall not be obligated to offer the Franchisee a
 successor franchise upon the expiration of this
 Agreement if the Franchisee fails to comply with any
 of the above conditions of renewal.  In such event
 (except for failure to execute the then current
 Franchise Agreement or pay the successor franchise
 fee) the Franchisor shall give notice of expiration at
 least 180 days prior to the expiration of the term,
 and such notice shall set forth the reasons for such
 refusal to offer successor franchise rights.  Upon the
 expiration of this Agreement, the Franchisee shall
 comply with the provisions of Section 18.5 below.


                      18.  DEFAULT AND TERMINATION

     18.1.     Termination by Franchisee.  If the
 Franchisee and its owners are in compliance with this
 Agreement and the Franchisor fails to comply with this
 Agreement and fails to correct such failure within 30
 days after written notice of failure to comply is
 delivered to the Franchisor, the Franchisee may
 terminate this Agreement effective 10 days after
 delivery to the Franchisor of notice of termination.
 A termination of this Agreement by the Franchisee for
 any other reason, or without notice and right to cure,


 shall be deemed a termination by the Franchisee
 without cause and in no way shall release the
 Franchisee from the terms and conditions of this
 Agreement.

     18.2.     Termination by Franchisor - Effective
 Upon Notice.  The Franchisor shall have the right, at
 its option, to terminate this Agreement and all rights
 granted the Franchisee hereunder, without affording
 the Franchisee any opportunity to cure any default
 (subject to any state laws to the contrary, where
 state law shall prevail), effective upon receipt of
 notice by the Franchisee, addressed as provided in
 Section 22.12, upon the occurrence of any of the
 following events:

          a.   Abandonment.  If the Franchisee ceases to
      operate the PAK MAIL Center or otherwise abandons
      the PAK MAIL Center for a period of three
      consecutive days, or any shorter period that
      indicates an intent by the Franchisee to
      discontinue operation of the PAK MAIL Center,
      unless and only to the extent that full operation
      of the PAK MAIL Center is suspended or terminated
      due to fire, flood, earthquake or other similar
      causes beyond the Franchisee's control and not
      related to the availability of funds to the
      Franchisee;

          b.   Insolvency; Assignments.  If the
      Franchisee becomes insolvent or is adjudicated a
      bankrupt; or any action is taken by the
      Franchisee, or by others against the Franchisee
      under any insolvency, bankruptcy or
      reorganization act, (this provision may not be
      enforceable under federal bankruptcy law, 11
      U.S.C. SS 101 et seq.), or if the Franchisee
      makes an assignment for the benefit of creditors,
      or a receiver is appointed by the Franchisee;

          c.   Unsatisfied Judgments; Levy;
      Foreclosure.  If any material judgment (or
      several judgments which in the aggregate are
      material) is obtained against the Franchisee and
      remains unsatisfied or of record for 30 days or
      longer (unless a supersedeas or other appeal bond
      has been filed); or if execution is levied
      against the Franchisee's business or any of the
      property used in the operation of the PAK MAIL
      Center and is not discharged within five days; or
      if the real or personal property of the
      Franchisee's business shall be sold after levy
      thereupon by any sheriff, marshall or constable;

          d.   Criminal Conviction.  If the Franchisee
      is convicted of a felony, a crime involving moral
      turpitude, or any crime or offense that is
      reasonably likely, in the sole opinion of the
      Franchisor, to materially and unfavorably affect
      the System, Marks, goodwill or reputation
      thereof;


          e.   Failure to Make Payments.  If the
      Franchisee fails to pay any amounts due the
      Franchisor or affiliates, including any amounts
      which may be due as a result of any subleases or
      lease assignments between the Franchisee and the
      Franchisor, within 10 days after receiving notice
      that such fees or amounts are overdue;

          f.   Misuse of Marks.  If the Franchisee
      misuses or fails to follow the Franchisor's
      directions and guidelines concerning use of the
      Franchisor's Marks and fails to correct the
      misuse or failure within ten days after
      notification from the Franchisor;

          g.   Unauthorized Disclosure.  If the
      Franchisee intentionally or negligently discloses
      to any unauthorized person the contents of or any
      part of the Franchisor's Operations Manual or any
      other trade secrets or confidential information
      of the Franchisor;

          h.   Repeated Noncompliance.  If the
      Franchisee has received two previous notices of
      default from the Franchisor and is again in
      default of this Agreement within a 12 month
      period, regardless of whether the previous
      defaults were cured by the Franchisee; or

          i.   Unauthorized Transfer.  If the Franchisee
      sells, transfers or otherwise assigns the
      Franchise, an interest in the Franchise or the
      Franchisee entity, this Agreement, the PAK MAIL
      Center or a substantial portion of the assets of
      the PAK MAIL Center owned by the Franchisee
      without complying with the provisions of Article
      16 above.

     18.3.     Termination by Franchisor - Thirty Days
 Notice.  The Franchisor shall have the right to
 terminate this Agreement (subject to any state laws to
 the contrary, where state law shall prevail),
 effective upon 30 days written notice to the
 Franchisee, if the Franchisee breaches any other
 provision of this Agreement and fails to cure the
 default during such 30 day period.  In that event,
 this Agreement will terminate without further notice
 to the Franchisee, effective upon expiration of the 30
 day period.  Defaults shall include, but not be
 limited to, the following:

          a.   Failure to Maintain Standards.  The
      Franchisee fails to maintain the then current
      operating procedures and adhere to the
      specifications and standards established by the
      Franchisor as set forth herein or in the
      Operations Manual or otherwise communicated to
      the Franchisee;


          b.   Deceptive Practices.  The Franchisee
      engages in any unauthorized business or practice
      or sells any unauthorized product or service
      under the Franchisor's Marks or under a name or
      mark which is confusingly similar to the
      Franchisor's Marks;

          c.   Failure to Obtain Consent.  The
      Franchisee fails, refuses or neglects to obtain
      the Franchisor's prior written approval or
      consent as required by this Agreement;

          d.   Failure to Comply with Manual.  The
      Franchisee fails or refuses to comply with the
      then-current requirements of the Operations
      Manual; or

          e.   Breach of Related Agreement.  The
      Franchisee defaults under any term of the
      sublease or lease assignment for the Franchised
      Location, any other agreement material to the PAK
      MAIL Center or any other Franchise Agreement
      between the Franchisor and the Franchisee and
      such default is not cured within the time
      specified in such sublease, other agreement or
      other Franchise Agreement.

 Notwithstanding the foregoing, if the breach is
 curable, but is of a nature which cannot be reasonably
 cured within such 30 day period and the Franchisee has
 commenced and is continuing to make good faith efforts
 to cure the breach during such 30 day period, the
 Franchisee shall be given an additional reasonable
 period of time to cure the same, and this Agreement
 shall not automatically terminate without written
 notice from the Franchisor.

     18.4.     Right to Purchase.  Upon termination or
 expiration of this Agreement for any reason, the
 Franchisor shall have the option to purchase the PAK
 MAIL Center or a portion of the assets of the Center,
 which may include, at the Franchisor's option, all of
 the Franchisee's interest, if any, in and to the real
 estate upon which the PAK MAIL Center is located, and
 all buildings and other improvements thereon,
 including leasehold interests, at fair market value,
 less any amount apportioned to the goodwill of the PAK
 MAIL Center which is attributable to the Franchisor's
 Marks and System, and less any amounts owed to the
 Franchisor by the Franchisee.  The following
 additional terms shall apply to the Franchisor's
 exercise of this option:

          a.   The Franchisor's option hereunder shall
      be exercisable by providing the Franchisee with
      written notice of its intention to exercise the
      option given to the Franchisee no later than the
      effective date of termination, in the case of
      termination, or at least 90 days prior to the
      expiration of the term of the franchise, in the
      case of non-renewal.


          b.   The Franchisor and the Franchisee agree
      that the terms and conditions of this right and
      option to purchase may be recorded, if deemed
      appropriate by the Franchisor, in the real
      property records and the Franchisor and the
      Franchisee further agree to execute such
      additional documentation as may be necessary and
      appropriate to effectuate such recording.

          c.   The Franchisor shall set the closing for
      the purchase of the PAK MAIL Center to take place
      no later than 60 days after the termination or
      nonrenewal date. The Franchisor will pay the
      purchase price in full at the closing, or, at its
      option, in five equal consecutive monthly
      installments with interest at a rate of ten
      percent per annum.  The Franchisee must sign all
      documents of assignment and transfer as are
      reasonably necessary for purchase of the PAK MAIL
      Center or its assets by the Franchisor.

          d.   During the time after the Franchisor
      notifies the Franchisee of the exercise of the
      option but before the closing ("Interim Period"),
      the Franchisor has the right to obtain an
      independent appraisal of the fair market value of
      the assets being purchased and, if such an
      appraisal is obtained, the appraisal shall be
      binding on both parties.  The obligation of the
      Franchisor to close shall be contingent on the
      appraisal being acceptable to the Franchisor.

 In the event that the Franchisor does not exercise the
 Franchisor's right to purchase the Franchisee's PAK
 MAIL Center as set forth above, the Franchisee will be
 free to keep or to sell, after such termination or
 expiration, to any third party, all of the physical
 assets of its PAK MAIL Center; provided, however, that
 all appearances of the Marks are first removed in a
 manner approved in writing by the Franchisor.

     18.5.     Obligations of Franchisee Upon
 Termination or Expiration.  The Franchisee is
 obligated upon termination or expiration of this
 Agreement to immediately:

          a.   Pay to the Franchisor all Royalties,
      Advertising Contributions, other fees, and any
      and all amounts or accounts payable then owed the
      Franchisor or its affiliates pursuant to this
      Agreement, or pursuant to any other agreement,
      whether written or oral, including subleases and
      lease assignments, between the parties;

          b.   Cease to identify itself as a PAK MAIL
      franchisee or publicly identify itself as a
      former Franchisee or use any of the Franchisor's
      trade secrets, signs, symbols, devices, trade
      names, trademarks, or other materials.


          c.   Immediately cease to identify the
      Franchised Location as being, or having been,
      associated with the Franchisor and, if deemed
      necessary by the Franchisor, paint or otherwise
      change the interior and exterior of the Center to
      distinguish it from a PAK MAIL Center and
      immediately cease using any proprietary mark of
      the Franchisor or any mark in any way associated
      with the PAK MAIL Marks and System;

          d.   Deliver to the Franchisor all items which
      bear the PAK MAIL Mark, signs, sign-faces,
      advertising materials, forms and other materials
      bearing any of the Marks or otherwise identified
      with the Franchisor and obtained by and in
      connection with this Agreement;

          e.   Immediately deliver to the Franchisor the
      Operations Manual and all other information,
      documents and copies thereof which are
      proprietary to the Franchisor;

          f.   Promptly take such action as may be
      required to cancel all fictitious or assumed
      names or equivalent registrations relating to its
      use of any Marks which are under the exclusive
      control of the Franchisor or, at the option of
      the Franchisor, assign the same to the
      Franchisor;

          g.   Notify the telephone company and all
      telephone directory publishers of the termination
      or expiration of the Franchisee'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
      Franchisee acknowledges that, as between the
      Franchisee 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
      Franchisee authorizes the Franchisor, and hereby
      appoints the Franchisor and any of its officers
      as the Franchisee'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 PAK MAIL Center to the Franchisor
      or its designee, should the Franchisee fail or
      refuse to do so, and the telephone company and
      all telephone directory publishers may accept
      such direction or this Agreement as conclusive of
      the Franchisor's exclusive rights in such
      telephone numbers and directory listings and the
      Franchisor's authority to direct their transfer;

          h.   Comply with all applicable provisions of
      the Software License Agreement; and


          i.   Abide by all restrictive covenants set
      forth in Article 20 of this Agreement.

     18.6.     Acknowledgement.  In the event this
 Agreement is terminated by the Franchisor prior to its
 expiration as set forth in Sections 18.2 and 18.3
 above, the Franchisee acknowledges and agrees that, in
 addition to all other available remedies, the
 Franchisor shall have the right to recover lost future
 royalties during any period in which the Franchisee
 fails to pay such royalties through and including the
 remainder of the then current term of this Agreement.

     18.7.     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 FRANCHISEE'S RIGHTS
 REGARDING TERMINATION OR EXPIRATION OF THIS AGREEMENT.


                       19.  BUSINESS RELATIONSHIP

     19.1.     Independent Businesspersons.  The parties
 agree that each of them are independent
 businesspersons, their only relationship is by virtue
 of this Agreement and that no fiduciary relationship
 is created hereunder.  Neither party is liable or
 responsible for the other's debts or obligations, nor
 shall either party be obligated for any damages to any
 person or property directly or indirectly arising out
 of the operation of the other party's business
 authorized by or conducted pursuant to this Agreement.
 The Franchisor and the Franchisee agree that neither
 of them will hold themselves out to be the agent,
 employer or partner of the other and that neither of
 them has the authority to bind or incur liability on
 behalf of the other.

     19.2.     Payment of Third Party Obligations.  The
 Franchisor shall have no liability for the
 Franchisee's obligations to pay any third parties,
 including without limitation, any product vendors, or
 any sales, use, service, occupation, excise, gross
 receipts, income, property or  other tax levied upon
 the Franchisee, the Franchisee's property, the PAK
 MAIL Center or upon the Franchisor in connection with
 the sales made or business conducted by the Franchisee
 (except any taxes the Franchisor is required by law to
 collect from the Franchisee with respect to purchases
 from the Franchisor).

     19.3.     Indemnification.  The Franchisee agrees
 to indemnify, defend and hold harmless the Franchisor,
 its subsidiaries and affiliates, and their respective
 shareholders, directors, officers, employees, agents,
 successors and assignees, (the "Indemnified Parties")
 against, and to reimburse them for all claims,
 obligations and damages described in this Section


 19.3, any and all third party obligations described in
 Section 19.2 and any and all claims and liabilities
 directly or indirectly arising out of the operation of
 the PAK MAIL Center or arising out of the use of the
 Marks and System in any manner not in accordance with
 this Agreement.  For purposes of this indemnification,
 claims shall mean and include all obligations, actual
 and consequential damages and costs reasonably
 incurred in the defense of any claim against the
 Indemnified Parties, 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.  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.


                       20.  RESTRICTIVE COVENANTS

     20.1.     Non-Competition During Term.  The
 Franchisee acknowledges that, in addition to the
 license of the Marks hereunder, the Franchisor has
 also licensed commercially valuable information which
 comprises and is a part of the System, including
 without limitation, operations, marketing, advertising
 and related information and materials and that the
 value of this information derives not only from the
 time, effort and money which went into its
 compilation, but from the usage of the same by all the
 franchisees of the Franchisor using the Marks and
 System.  The Franchisee therefore agrees that other
 than the PAK MAIL Center licensed herein or authorized
 by separate agreement with the Franchisor, neither the
 Franchisee nor any of the Franchisee's officers,
 directors, shareholders or partners, nor any member of
 his or their immediate families, shall during the term
 of this Agreement:

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

          b.   perform services as a director, officer,
      manager, employee, consultant, representative,
      agent or otherwise for a Competitive Business; or

          c.   divert or attempt to divert any business
      related to, or any customer or account of the PAK
      MAIL Center, the Franchisor's business or any
      other PAK MAIL franchisee's business, by direct
      inducement or otherwise, or divert or attempt to
      divert the employment of any employee of the
      Franchisor or another franchisee licensed by the
      Franchisor to use the Marks and System, to any
      Competitive Business by any direct inducement or
      otherwise.


     The term "Competitive Business" as used in this
 Agreement shall mean any business operating, or
 granting franchises or licenses to others to operate,
 a packaging, crating, freight forwarding and/or
 mailing business or any similar business (excluding
 operating or granting franchises or licenses to others
 for PAK MAIL Centers operated under franchise
 agreements with the Franchisor).  Notwithstanding the
 foregoing, the Franchisee 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 5% or less
 of that class of securities issued and outstanding.

     20.2.     Post-Termination Covenant Not to
 Compete.  Upon termination or expiration of this
 Agreement for any reason, the Franchisee and its
 officers, directors, shareholders, and/or partners
 agree that, for a period of two years commencing on
 the effective date of termination or expiration, or
 the date on which the Franchisee ceases to conduct
 business, whichever is later, neither Franchisee nor
 its officers, directors, shareholders, and/or partners
 shall have any direct or indirect interest (through a
 member of any immediate family of the Franchisee or
 its Owners 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, defined in
 Section 20.1 above, located or operating within a 25
 mile radius of the Franchised Location or within 25
 miles of any other franchised or company-owned PAK
 MAIL Center.  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
 5% or less of the number of shares of that class of
 securities issued and outstanding.  The Franchisee and
 its officers, directors, shareholders, and/or partners
 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.

     20.3.     Confidentiality of Proprietary
 Information.  The Franchisee shall treat all
 information it receives which comprises or is a part
 of the System licensed hereunder as proprietary and
 confidential and will not use such information in an
 unauthorized manner or disclose the same to any
 unauthorized person without first obtaining the
 Franchisor's written consent.  The Franchisee
 acknowledges that the Marks and the System have
 valuable goodwill attached to them, that the
 protection and maintenance thereof is essential to the
 Franchisor and that any unauthorized use or disclosure
 of the Marks and System will result in irreparable
 harm to the Franchisor.


     20.4.     Confidentiality Agreement.  The
 Franchisor reserves the right to require that the
 Franchisee cause each of its officers, directors,
 partners, shareholders, and Principal Operator, and,
 if the Franchisee is an individual, immediate family
 members, to execute a Nondisclosure and Noncompetition
 Agreement containing the above restrictions, in a form
 approved by the Franchisor.


                             21.  INSURANCE

     21.1.     Insurance Coverage.  The Franchisee shall
 procure, maintain and provide evidence of (i)
 comprehensive general liability insurance for the
 Franchised Location and its operations with a limit of
 not less than $1,000,000 combined single limit, or
 such greater limit as may be required as part of any
 lease agreement for the Franchised Location; (ii)
 automobile liability insurance covering all employees
 of the PAK MAIL Center with authority to operate a
 motor vehicle in an amount not less than $1,000,000
 or, with the prior written consent of the Franchisor,
 such lesser amount as may be available at a
 commercially reasonable rate, but in no event less
 than any statutorily imposed minimum coverage; (iii)
 unemployment and worker's compensation insurance with
 a broad form all-states endorsement coverage
 sufficient to meet the requirements of the law; and
 (iv) all-risk personal property insurance in an amount
 equal to at least 100% of the replacement costs of the
 contents and tenant improvements located at the PAK
 MAIL Center.  All of the required policies of
 insurance shall name the Franchisor as an additional
 named insured and shall provide for a 30 day advance
 written notice to the Franchisor of cancellation.

     21.2.     Proof of Insurance Coverage.  The
 Franchisee will provide proof of insurance to the
 Franchisor prior to commencement of operations at its
 PAK MAIL Center.  This proof will show that the
 insurer has been authorized to inform the Franchisor
 in the event any policies lapse or are cancelled.  The
 Franchisor has the right to change the minimum amount
 of insurance the Franchisee is required to maintain by
 giving the Franchisee prior reasonable notice, giving
 due consideration to what is reasonable and customary
 in the similar business.  Noncompliance with the
 insurance provisions set forth herein shall be deemed
 a material breach of this Agreement; in the event of
 any lapse in insurance coverage, in addition to all
 other remedies, the Franchisor shall have the right to
 demand that the Franchisee cease operations of the PAK
 MAIL Centers until coverage is reinstated, or, in the
 alternative, pay any delinquencies in premium payments
 and charge the same back to the Franchisee.



                     22.  MISCELLANEOUS PROVISIONS

     22.1.     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 Franchisee 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
 Franchisee, its officers or directors (collectively,
 "Franchisee 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 Franchisee and the Franchisee
 Affiliates each waive their rights to a trial by jury.


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

     22.3.     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 Franchisee 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 Franchisee 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 Franchisee's PAK MAIL Center, or operational
 assistance other than as stated in this Agreement or
 in any disclosure document provided by the Franchisor
 or its representatives.

     22.4.     Delegation by the Franchisor.  From time
 to time, the Franchisor shall have the right to
 delegate the performance of any portion or all of its
 obligations and duties hereunder to third parties,
 whether the same are agents of the Franchisor or
 independent contractors which the Franchisor has
 contracted with to provide such services.  The
 Franchisee agrees in advance to any such delegation by
 the Franchisor of any portion or all of its obliga-

 tions and duties hereunder.

     22.5.     Effective Date.  This Agreement shall not
 be effective until accepted by the Franchisor as
 evidenced by dating and signing by an officer of the
 Franchisor.

     22.6.     Review of Agreement.  The Franchisee
 acknowledges that it had a copy of this Agreement in
 its possession for a period of time not less than ten
 full business days, during which time the Franchisee
 has had the opportunity to submit same for
 professional review and advice of the Franchisee's
 choosing prior to freely executing this Agreement.

     22.7.     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 reason-

 able attorneys' fees, incurred by the aggrieved party
 in any legal action, arbitration 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.

     22.8.     Injunctive Relief.  Nothing herein shall
 prevent the Franchisor or the Franchisee from seeking
 injunctive relief to prevent irreparable harm, in
 addition to all other remedies.

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


     22.10.    No Right to Set Off.  The Franchisee
 shall not be allowed to set off amounts owed to the
 Franchisor for Royalties, fees or other amounts due
 hereunder, against any monies owed to Franchisee, nor
 shall the Franchisee in any event withhold such
 amounts due to any alleged nonperformance by the
 Franchisor hereunder, which right of set off is hereby
 expressly waived by the Franchisee.

     22.11.    Invalidity.  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.

     22.12.    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, at the address set forth in the first Section
 of this Agreement or at such other addresses as the
 Franchisor or the Franchisee 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.

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

          (A)  THE SUCCESS OF THE BUSINESS VENTURE
      CONTEMPLATED HEREIN INVOLVES SUBSTANTIAL RISKS
      AND DEPENDS UPON THE FRANCHISEE'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 FRANCHISEE IS BINDING ON THE
      FRANCHISOR IN CONNECTION WITH THE SUBJECT MATTER
      OF THIS AGREEMENT.


       IN WITNESS WHEREOF, the parties have executed
 this Agreement as of the date first above set forth.

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

                                                (Print Name)

 By:


                                                Individually
                                                Name:
                                                Title:
                                                Address:
                                                City:
                                                State:      Zip:

                                                OR:

                                                (if a corporation or
                                                 partnership)
                                                Company Name
                                                By:
                                                Name:
                                                Title:
                                                Address:
                                                City:
                                                State:      Zip:

  (2/27/97)

                              EXHIBIT I TO
                           FRANCHISE AGREEMENT


              ADDENDUM TO PAK MAIL CENTERS OF AMERICA, INC.
                           FRANCHISE AGREEMENT

     1.   Franchised Location and Protected Territory.
 The Franchised Location, set forth in Section 3.1 of
 the Agreement shall be:


                        , and the Protected Territory
 described in Section 3.2 of the Agreement, shall be:


     OR

     Designated Area.  The Franchisor and the
 Franchisee acknowledge that the Franchised Location
 cannot be designated in Section 1 above as a specific
 address because the location has not been selected and
 approved; therefore, within 90 days following the date
 of the Agreement, the Franchisee shall take steps to
 choose and acquire a location for its PAK MAIL Center
 within the following geographic area ("Designated
 Area"):



     2.   Acknowledgement.  By executing this Exhibit
 and/or the Rider hereto, the Franchisee acknowledges
 that the Franchisor's approval of a site does not
 constitute a representation or warranty of any kind,
 express or implied, as to the suitability of the site
 for a PAK MAIL Center or for any other purpose and
 that the Franchisee's acceptance of a franchise for
 the operation of a PAK MAIL Center at the site is
 based on its own independent investigation of the
 suitability of the site.

     Fully executed this        day of
 , 19    .

                                PAK MAIL CENTERS OF AMERICA, INC.


                                           By:
                                           Title:


                                           FRANCHISEE


                                           By:
                                           Title:


                             EXHIBIT I-1
                       TO FRANCHISE AGREEMENT


                  RIDER TO ADDENDUM - LOCATION APPROVAL


     1.   Franchised Location.  The Franchised
 Location, set forth in Section 3.1 of the Agreement
 shall be:


     2.   Legal Address.  The business address for any
 notices mailed pursuant to Section 22.12 of the
 Agreement shall be changed to read as follows:


     3.   Protected Territory.  The Protected Territory
 described in Section 3.2 of the Agreement, shall be:


     Fully executed this        day of
  , 19    .

                           PAK MAIL CENTERS OF AMERICA, INC.

                                           By:
                                           Title:

                                           FRANCHISEE

                                           By:
                                           Title:

                          EXHIBIT II
                    TO FRANCHISE AGREEMENT

             GUARANTY AND ASSUMPTION OF FRANCHISEE'S OBLIGATIONS

     In consideration of, and as an inducement to, the
execution of the above Franchise Agreement (the
"Agreement") by Pak Mail Centers of America, Inc. (the
"Franchisor"), each of the undersigned hereby personally
and unconditionally:

     Guarantees to the Franchisor and its successors and
     assigns, for the term of this Agreement, including
     renewals thereof, that the franchisee as that term is
     defined in the Agreement ("Franchisee") shall
     punctually pay and perform each and every undertaking,
     agreement and covenant set forth in the Agreement; and

     Agrees to be personally bound by, and personally
     liable for the breach of, each and every provision in
     the Agreement.

Each of the undersigned waives the following:

     1.   Acceptance and notice of acceptance by the
          Franchisor of the foregoing undertaking;

     2.   Notice of demand for payment of any indebtedness
          or nonperformance of any obligations hereby
          guaranteed;

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

     4.   Any right he or she may have to require that any
          action be brought against Franchisee or any other
          person as a condition of liability; and

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

Each of the undersigned consents and agrees that:

     1.   His or her direct and immediate liability under
          this guaranty shall be joint and several;

     2.   He or she shall render any payment or performance
          required under the Agreement upon demand if
          Franchisee fails or refuses punctually to do so;

     3.   Such liability shall not be contingent or
          conditioned upon pursuit by the Franchisor of any
          remedies against Franchisee or any other person;
          and


     4.   Such liability shall not be diminished, relieved
          or otherwise affected by any extension of time,
          credit or other indulgence which the Franchisor
          may from time to time grant to Franchisee 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,
          including renewals thereof.

     IN WITNESS WHEREOF, each of the undersigned has
affixed his or her signature effective on the same day and
year as the Agreement was executed.

WITNESS                                         GUARANTOR(S)


__________________________________
________________________________________

__________________________________
________________________________________

__________________________________
________________________________________

__________________________________
________________________________________

                          EXHIBIT III
                     TO FRANCHISE AGREEMENT

                     STATEMENT OF OWNERSHIP

Franchisee:


Trade Name (if different from above):


                             Form of Ownership
                                (Check One)


  ______            ______            ______           ______
Individual        Partnership       Corporation      Liability
                                     Limited          Company


     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 Limited Liability Company, provide name and
address of each member and each manager showing
percentage owned and indicate the state in which the
Limited Liability Company 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.

     Franchisee acknowledges that this Statement of
Ownership applies to the PAK MAIL Center authorized
under the Franchise Agreement.

     Use additional sheets if necessary.  Any and all
changes to the above information must be reported to
the Franchisor in writing.




Date                                       Name