PAK MAIL CENTERS OF AMERICA, INC.
                         MANAGEMENT INCENTIVE PLAN
                             Fiscal Year 1996

 I.  Purpose

     The Pak Mail Centers of America, Inc. Management Incentive
     Plan (MIP) has been established for fiscal year 1996 for those
     covered employees defined under Section III below.

     The purpose of this Management Incentive Plan is to provide
     additional compensation to participants for their contribution
     to the achievement of the objectives of the Company including:

      -        Assisting in attracting and retaining highly qualified
               key employees.

      -        Encouraging and stimulating superior performance by such
               personnel.

II.   Definitions

 A.   Base Salary equals the salary earnings for the portion
      of the Fiscal Year during which the participant was an
      active employee in the particular level of management
      for which the computation is being made.  Salary
      earnings do not include Plan awards, long-term incentive
      awards, imputed income from such programs as executive
      life insurance or non-recurring earnings such as moving
      expenses and is based on salary earnings before
      reductions for such items as contributions under Section
      401-(K) of the Internal Revenue Code of 1986 as amended.

 B.   Company means Pak Mail Centers of America, Inc., its
      successors and assigns.

 C.   Fiscal Year means the Company's Fiscal Year beginning
      December 1 and ending the last day of November.

 D.   Plan means the Pak Mail Centers of America, Inc.
      Management Incentive Plan as from time to time amended.

 E.   Executive Committee of the Board of Directors which
      means the Executive Committee of the Board as appointed
      by the full Board of Directors of Pak Mail Centers of
      America, Inc.

    F. Financial Targets are the financial goal(s) appropriate
       to the company for the Fiscal Year.  These goals are
       identified in Exhibit B and are specifically identified
       by participant in Exhibit C.

 G.   Discretionary Goals refer to the personal goals and
      objectives set by each participant and his/her
      supervisor at the beginning of each Fiscal Year against
      which performance is measured.
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III.  EMPLOYEES COVERED BY THIS PLAN

 The Plan is applicable to those management employees and
 other key personnel in the management levels specified in
 the attached Exhibit C.

 IV.  FINANCIAL AWARD

 A participant in the Plan shall be entitled to a Financial
 Award computed in accordance with the following formula:
        Base         Financial        Bonus            Financial
        Salary   x   Performance  x   Percent      =   Performance
                     Incentive        Allocated        Award
                     Earned           To Financial
                                      Targets

        Where:

      -    "Base Salary" is as defined in Section II A.

      -    "Financial Performance Incentive Earned" is determined by
             the relationship of actual achievement to targeted goals
             and can range from minimum performance to maximum.
             Target is defined as the full attainment of the Company's
             The relationship of actualachievement to the
             performance range will be determined by using
             straight-line  interpolation for achievement
             between the target  and the  minimum  or the maximum  of
             the  payout range as  applicable  (see Exhibit B).
             Actual performance below the minimum of the range will
             result in no award being paid on that particular
             financial measure.

      -    "Bonus Percent Allocated To Financial Targets" shall
             range from 0% to 100%.


      If a participant was in more than one management level during
        a Fiscal Year, a separate computation shall be made for each
        level applicable to the participant during such Fiscal Year;
        the sum of the separate computations shall be the
        participant's Financial Performance Award.
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    V. Personal Performance Award

      Goals for each participant are to be developed jointly by the
        participant and his/her supervisor at the beginning of a
        Fiscal Year.  It is anticipated that both quantifiable and
        non-quantifiable goals will be developed in the process.
        Each goal should be weighted from 0% to 100%, with the sum of
        the weights equal to 100%.

      A participant in the Plan shall be entitled to a Personal
        Performance Award computed in accordance with the following
        formula:

        Base         Personal         Bonus            Personal
        Salary   x   Performance  x   Percent      =   Performance
                     Incentive        Allocated        Award
                     Earned           To Personal
                                      Objectives

        Where:

      -    "Base Salary" is as defined in Section II A.

      -    "Percent of Personal Objectives Achieved" ranges from 0%
            to 100% and is determined by the agreed upon performance
            of the individual against pre-established individual goals.

      -    "Percent of Bonus Allocated to Personal Objectives" shall
            range from 0% to 25%.

      It is intended that the participant and his or her supervisor
        will agree on meaningful individual goals.  The following is
        a partial list of the type of goals or objectives that may be
        developed:

      -    Achievement of royalty income goals

      -    Development of subordinates

      -    Opening of new franchise outlets

      -    Successful development of new franchise outlets

      -    Development of existing franchise outlets

      -    Improvement in product merchandising  programs

      -    Attainment of self-development objectives

      -    Control or reduction of operating expenses


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      At the end of a Fiscal Year, each participant will review
        and evaluate his/her accomplishment of personal goals and
        objectives.  The participant and his/her supervisor will
        then review the preliminary rating.  Thereafter, the
        supervisor will assign a Personal Performance %, from 0% to
        100%, reflecting the participant's achievement of his/her
        goals during such Fiscal Year.  The Personal Performance %
        recommendation of the supervisor shall be reviewed by the
        Chief Executive Officer of the Company, who shall recommend
        an appropriate Personal Performance % to the Executive
        Committee of the Board who shall approve the final Personal
        Performance % for each participant.

   VI.  Performance Measures, Targets and Payout Ranges

      The financial performance measures, targets and payout
        ranges used for incentive purposes shall be established by
        the Company based on the annual business plan.  Those
        measures, targets and payout ranges, as appropriate, shall
        be approved  by the Executive Committee of the Board.  The
        performance measures, targets and payout ranges  are defined
        in Exhibit B.

  VII.  Participant Bonus Composition

      The composition of each participant's bonus shall be
        determined by the Chief Executive Officer of the Company or
        his designee(s).  The composition may have a Discretionary
        portion and a Financial portion.  The composition of the
        bonuses are established in Exhibit C.

  VIII. Computation and Disbursement of Funds

      As soon as possible after the close of the Fiscal Year, the
        Chief Executive Officer of the Company will recommend a
        final personal goal achievement percentage and incentive
        award payment to the Executive Committee of the Board.  Once
        approved, payment of the awards shall be made within sixty
        (60) days after the end of the Fiscal Year.

      If the participant dies before receiving his/her award, the
        amount due will be paid to the designated beneficiaries on
        file with the Company and, in the absence of such
        designation, to the participant's estate.  All payment
        awards shall be reduced by amounts required to be withheld
        for taxes at the time payments are made.


   IX. Changes to Target

      The Chief Executive Officer of the Company may recommend to
        the Executive Committee of the Board, at any time prior to
        the final determination of awards, changes to the performance
        measures, targets, and payout ranges used for incentive
        purposes.  If, in the judgment of the Executive Committee of
        the Board, such change(s) is/are desirable in the interests
        of equitable treatment of the participants and the Company as
        a result of extraordinary or non-recurring events, changes in
        applicable accounting rules or principles, changes in the
<PAGE>

        Company's methods of accounting, changes in applicable law,
        changes due to consolidation, acquisitions, or reorganiza-
        tion, the Executive Committee of the Board shall authorize
        and approve such change(s) for immediate incorporation into
        the Plan.  Further, should actual performance on any one or
        all of the financial measure(s) be less than or greater than
        target by twenty-five percent (25%) or more, the award
        actually earned under that measure(s) will be at the sole
        discretion of the Chief Executive Officer subject to approval
        by the Executive Committee of the Board.

    X. Partial Awards

      A participant shall be entitled to payment of a partial
        Financial Award and a partial Personal Objectives Award,
        computed in accordance with Sections IV and V, and based on
        Base Salary in a Fiscal Year, if prior to the end of such
        Fiscal Year, a participant:

      -    Dies,

      -    Retires (is eligible to immediately receive retirement
             benefits under a Company sponsored retirement plan),

      -    Becomes permanently disabled,

      -    Transfers to a position with a salary grade not eligible
             for participation in the Plan,

      -    Enters military service,

      -    Takes an approved leave of absence,

      -    Is appointed or elected to public office,

      -    Is terminated due to position elimination,

      provided that the participant was an active employee for a
        minimum of 30 consecutive calendar days during such Fiscal
        Year.  Such partial awards shall be paid when payments of
        non-deferred awards for such Fiscal Year are made.

      Participants hired during the course of a Fiscal Year and who
        are employed through the end of such Fiscal Year shall be
        eligible for an award based on their Base Salary during such
        Fiscal Year, provided that such employees begin active
        service prior to December 1 of such Fiscal Year.

    XI.     Forfeiture of Bonus

      Except as provided in Section X, no participant who ceases to
        be an employee of the Company prior to the end of a Fiscal
        Year shall be entitled to any amounts under this Plan for
        such Fiscal Year unless the Executive Committee of the Board
        decides otherwise.

      Participants who cease to be an employee of the Company
        between the end of a Fiscal Year and the payment date of
        awards for such Fiscal Year shall be entitled to awards
        earned during such Fiscal Year.
<PAGE>

   XII. Administration

      This Plan shall be administered by the Chief Executive
        Officer of the Company, subject to the control and
        supervision of the Executive Committee of the Board.  The
        decision of the Executive Committee of the Board as to the
        facts in any case arising hereunder, and the meaning and
        intent of any provision hereof, or its application, shall be
        final and conclusive.

  XIII. No Employment Contract; Future Plans

      Participation in this Plan shall not confer upon any
        participant any right to continue in the employ of the
        Company nor interfere in any way with the right of the
        Company to terminate any participant's employment at any
        time.  The company is under no obligation to continue the
        Plan in future Fiscal Years.

   XIV.     Amendment or Termination

      The Company may at any time, or from time to time, (a) amend,
        alter or modify the provisions of this Plan, (b) terminate
        this Plan, or (c) terminate the participation of an employee
        or group of employees in this Plan; provided, however, that
        in the event of the termination of this Plan or a termination
        of participation, the Company shall provide the partial
        awards to the affected participant(s) for the portion of the
        Fiscal Year during which such employee(s) were participants
        in this Plan, in a manner in which the Company, in its sole
        judgment, determines to be equitable to such participants and
        the Company.

    XV.     General Provisions

      (a)  No right under the Plan shall be assignable, either
        voluntarily or involuntarily by way of encumbrance, pledge,
        attachment, level or charge of any nature (except as may be
        required by state or federal law).

      (b)  Nothing in the Plan shall require the Company to
        segregate or set aside any funds or other property for the
        purpose of paying any portion of an award.  No participant,
        beneficiary or other person shall have any right, title or
        interest in any amount awarded under the Plan prior to the
        close of the Fiscal Year, or in any property of the Company
        or its subsidiaries.

                                           F. Edward Gustafson
                                           Executive Committee
                                               of the Board


           January 24, 1996                  J. S. Corcoran
          Final Approval Date              Executive Committee
                                               of the Board


                                         By: /s/  John E. Kelly
                                         John E. Kelly, President and
                                         Chief Executive Officer