STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT, dated as of July 15, 1990, by
and  between  Pak  Mail  Centers  of  America,  Inc.,  a  Colorado
corporation (the "Company"), and John E. Kelly ("Purchaser").

                       RECITALS

     WHEREAS,  Purchaser  is  the  President  and  Chief  Executive
Officer of the Company; and

     WHEREAS, the Company desires to issue and sell to Purchaser,
and  Purchaser  desires  to  purchase  from the  Company,  1,000,000
shares of the Company's common stock, par value $.001 per share
(the "Common Stock" );

    NOW, THEREFORE, the parties hereto agree as follows:

     1.    Purchase  and  Sale  of  Common  Stock.    Subject  to  the
provisions of Paragraph 4 hereof, the Company hereby agrees to
issue and sell to Purchaser, and Purchaser agrees to purchase from
the Company,  1,000,000 shares of Common Stock (the "Shares"), at
a price of $.055 per Share, payable in cash.

     2.    Timing of Purchases.  Shares purchased and sold hereunder
shall be purchased and sold at closings on the following dates and

in the following amounts:
                DATE             NUMBER  OF  SHARES

            July  15,  1990           200,000
            July  15,  1991           200,000
            July  15,  1992           200,000
            July  15,  1993           200,000
            July  15,  1994           200,000

     If,  prior to July 15, 1994,  the Company shall propose to
consolidate  or  merge  into another  corporation  (other  than  a
<PAGE>

consolidation or merger to effect a reverse split of the Common
Stock)  or liquidate, Purchaser,  at his option,  shall be entitled
to purchase, prior to the effective time of such consolidation,
merger or liquidation, the number of Shares that Purchaser has not
theretofore  purchased  pursuant  to  this  Agreement;  provided,
however, that in the event Purchaser does not exercise such option,
the obligation to purchase and sell the Shares shall terminate at
the effective time of such consolidation, merger or liquidation.

     3.    Payment and Delivery of Certificates.   At any closing
hereunder, Purchaser will pay the aggregate purchase price for the
Shares to be purchased by delivery of a check to the order of the
Company in the amount of $.055 multiplied by the number of Shares
to be so purchased, and the Company will deliver to Purchaser a
certificate or certificates representing the Shares so purchased,
registered  in  the  name  of  Purchaser  or his designee, in
denominations designated by Purchaser.
     4.   Effect of Termination of Employment.  In the event that
Purchaser's employment with the Company is terminated  for any
reason,  all  Shares previously purchased hereunder by Purchaser
shall  remain  the  property  of  Purchaser.    In  the  event  that
Purchaser's employment with the Company is terminated because of
Purchaser's resignation, this Agreement shall terminate, and there
shall  be  no  further  obligation  on  the  part  of  Purchaser  to
purchase,  nor on the part of the Company to sell,  any further
Shares hereunder.   In the event that Purchaser's employment with
the Company is terminated for a reason other than Purchaser's

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<PAGE>


resignation, this Agreement shall, at the option of Purchaser by
notice  given within  30  days  of  the  date  of  such  termination,
continue in full force and effect.

     5.    Representations  and Warranties  of  the  Company.    The
Company hereby represents and warrants to Purchaser as follows:

          (a)  Due Authorization.   The Company has the requisite
corporate  power  and  authority  to  enter  into  and perform this
Agreement.    This  Agreement  has  been  duly  authorized  by  all
necessary corporate action on the part of the Company and has been
duly executed by a duly authorized officer of the Company and is
the valid and binding agreement of the Company.

          (b)  Shares.    The  Company  has  taken  all  necessary
corporate and other action to authorize and reserve and to permit
it to issue, and at all times from the date hereof until such time
as the obligation to deliver Shares hereunder terminates, will have
reserved for issuance, pursuant to this Agreement, 1,000,000 Shares
(less the number of Shares previously issued and sold pursuant to
this  Agreement),  all  of which  Shares,  upon  issuance  pursuant
hereto, shall be duly and validly issued, fully paid and
nonassessable, and shall be delivered free and clear of all claims,
liens, charges, encumbrances and security interests, including any
preemptive right of the shareholders of the Company.

          (c)  No Conflicts.   Neither the execution and delivery
of this Agreement by the Company nor the performance by the Company
of  its  obligations  hereunder  will  constitute  a  violation  of,
conflict  with  or  result  in  a  default  under,  any  term of  the

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<PAGE>
Articles of Incorporation or Bylaws of the Company or any contract,
commitment,  agreement, understanding,  arrangement or restriction
of any kind to which the Company is a party or by which it is bound
(or require the consent of any party thereto)  or any judgment,
decree or order applicable to the Company.  Neither the execution
or delivery of this Agreement nor the performance by the Company
of its obligations hereunder will violate any provision of law
applicable to the Company or require any consent or approval of,
or filing with or notice to, any public body or authority under any
provision of law applicable to the Company.

     6.    Representations and Warranties of Purchaser.   Purchaser
hereby represents and warrants to the Company as follows:

           (a)  Due Authorization.    Purchaser has the requisite
power and authority to enter into and perform this Agreement.  This
Agreement is the valid and binding agreement of Purchaser.

           (b)   Distribution.  Any Shares to be acquired hereunder
will  not  be  acquired by  Purchaser with  a  view to  the public
distribution  thereof  and will  not  be  transferred  except  in  a
transaction  registered  or  exempt  from  registration  under  the
Securities Act of 1933, as amended (the "Securities Act").

     7.    Adjustment Upon Changes in Capitalization.  In the event
of  any  change  in  the  outstanding  Shares  by  reason  of  stock
dividends, stock splits, mergers, recapitalizations,
reclassifications, combinations, conversions, exchanges of shares
or the like, the number and kind of shares or securities subject

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<PAGE>

to  this  Agreement  and  the  purchase  price  per  Share  shall  be
appropriately adjusted.

    8.    Miscellaneous.

          (a)  Amendments.   This Agreement may not be modified,
amended,  altered or supplemented,  except upon the execution and
delivery of a written agreement executed by the parties hereto.

          (b)  Notices.  All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be
given (and shall be deemed to have been duly received if so given)
by delivery,  by cable,  telegram or telex,  or by registered or
certified mail, postage prepaid, return receipt requested, to the
respective parties as follows:

    If to the Company:       Pak Mail Centers of America, Inc.
                             10555 E. Dartmouth Avenue
                             Suite 360
                             Aurora, Colorado  80014
                             Attn-  Secretary
    If to Purchaser:         John E. Kelly
                             c/o  Pak Mail Centers of America, Inc.
                             10555 E. Dartmouth Avenue
                             Suite 360
                             Aurora, Colorado  80014

or to such other address as either party may have furnished to the
other in writing in accordance herewith,  except that notices of
change or address shall only be effective upon receipt.

               (c)   Governinq  Law.     This  Agreement  shall  be
governed by and construed in accordance with the substantive law
of the State of Colorado without giving effect to the principles
of conflicts of laws thereof.

            (d)   Severability.  If any term, provision, covenant

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or restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder
of  the  terms,  provisions,  covenants  and  restrictions  of  this
Agreement shall continue in full force and effect and shall in no
way be affected, impaired or invalidated.

               (e)  Counterparts.  This Agreement may be executed
in several counterparts, each of which shall be an original, but
all of which together shall constitute one and the same agreement.

                 (f)  Effect of Headings.   The paragraph headings
herein  are  for  convenience  only  and shall  not  affect  the
construction hereof.

               (g)  Assignment.   This Agreement shall be binding
upon each party hereto and such party's successors and assigns.
This Agreement shall not be assignable by either party hereto
without the prior written consent of the other party.

               (h)  Waiver.    Any failure of either of the parties
to comply with any obligation,  covenant,  agreement or condition
herein may be waived by the party entitled to the benefits thereof
only by a written instrument signed by the party granting such
waiver, but such waiver or failure to insist upon strict compliance
with such obligation, covenant, agreement or condition shall not

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operate as a waiver of, or estoppel with respect to, any subsequent
or other failure.

           IN WITNESS WHEREOF, the Company and Purchaser have caused
this Agreement to be duly executed as of the day and year first
above written.

       /s/ John E. Kelly
        John E. Kelly

PAK MAIL CENTERS OF AMERICA, INC.

By /s/ P. Evan Lasky
       P. Evan Lasky
Its Vice President