Exhibit 10.a


                        PAK MAIL CENTERS OF AMERICA, INC.

                     INFORMATION FOR PROSPECTIVE FRANCHISEES

                      REQUIRED BY FEDERAL TRADE COMMISSION


                                   * * * * * *


     TO PROTECT YOU, WE'VE REQUIRED YOUR FRANCHISOR TO GIVE YOU THIS
INFORMATION. WE HAVEN'T CHECKED IT, AND DON'T KNOW IF IT'S CORRECT. IT SHOULD
HELP YOU MAKE UP YOUR MIND. STUDY IT CAREFULLY. WHILE IT INCLUDES SOME
INFORMATION ABOUT YOUR CONTRACT, DON'T RELY ON IT ALONE TO UNDERSTAND YOUR
CONTRACT. READ ALL OF YOUR CONTRACT CAREFULLY. BUYING A FRANCHISE IS A
COMPLICATED INVESTMENT. TAKE YOUR TIME TO DECIDE. IF POSSIBLE, SHOW YOUR
CONTRACT AND THIS INFORMATION TO AN ADVISOR, LIKE A LAWYER OR AN ACCOUNTANT. IF
YOU FIND ANYTHING YOU THINK MAY BE WRONG OR ANYTHING IMPORTANT THAT'S BEEN LEFT
OUT, YOU SHOULD LET US KNOW ABOUT IT. IT MAY BE AGAINST THE LAW.

     THERE MAY ALSO BE LAWS ON FRANCHISING IN YOUR STATE. ASK YOUR STATE
AGENCIES ABOUT THEM.




                            FEDERAL TRADE COMMISSION
                            ------------------------
                             WASHINGTON, D.C. 20580
                             ----------------------

               The Date of Issuance of this Offering Circular is:


                                February 28, 2002

<PAGE>


                           FRANCHISE OFFERING CIRCULAR



[GRAPHIC OMITTED]                           PAK MAIL CENTERS OF AMERICA, INC.
[GRAPHIC OMITTED]                           (a Colorado corporation)
                                            7173 South Havana Street, Suite 600
                                            Englewood, Colorado 80112
                                            Outside Colorado:  (800) 778-6665
                                            In Colorado:  (303) 957-1000
                                            www.pakmail.com
                                            ---------------


     Pak Mail Centers of America, Inc., a Colorado corporation, is offering
franchises for the operation of a business which offers a variety of packaging,
shipping, mailing, communications and information products and services. The
initial franchise fee is $27,950. In addition, franchisees pay us between $2,500
and $4,000 for initial inventory and supplies, between $8,935 and $9,835 for a
point-of-sale computer system and software and between $550 and $1,000 for
marketing items. The total estimated initial investment for a Pak Mail Center
franchise, including the initial franchise fee and these other start up costs
paid to us, ranges from $61,961 to $117,211.

     Risk Factors:

          1.   THE FRANCHISE AGREEMENT PERMITS THE FRANCHISEE TO SUE US ONLY IN
               COLORADO. OUT OF STATE LITIGATION MAY FORCE YOU TO ACCEPT A LESS
               FAVORABLE SETTLEMENT. IT MAY ALSO COST YOU MORE TO SUE US IN
               COLORADO THAN IN YOUR HOME STATE.

          2.   THE FRANCHISE AGREEMENT STATES THAT COLORADO LAW GOVERNS THE
               AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTION AND
               BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS.

          3.   THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

     Information comparing franchisors is available. Call the state
administrators listed in Exhibit A or your public library for sources of
information.

     Registration of this franchise by a state does not mean that the state
recommends it or has verified the information in this Offering Circular. If you
learn that anything in this Offering Circular is untrue, contact the Federal
Trade Commission and the state authority listed in Exhibit A.




                        Effective date: February 28, 2002

<PAGE>


                                TABLE OF CONTENTS

ITEM                                                                        PAGE
----                                                                        ----

1        THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES.......................1

2        BUSINESS EXPERIENCE...................................................3

3        LITIGATION............................................................8

4        BANKRUPTCY............................................................8

5        INITIAL FRANCHISE FEE.................................................9

6        OTHER FEES...........................................................11

7        INITIAL INVESTMENT...................................................13

8        RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES.....................16

9        FRANCHISEE'S OBLIGATIONS.............................................18

10       FINANCING............................................................19

11       FRANCHISOR'S OBLIGATIONS.............................................20

12       TERRITORY............................................................25

13       TRADEMARKS...........................................................26

14       PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION......................27

15       OBLIGATION TO PARTICIPATE IN THE ACTUAL
         OPERATION OF THE FRANCHISE BUSINESS..................................27

16       RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL.........................28

17       RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION................28

18       PUBLIC FIGURES.......................................................30

19       EARNINGS CLAIMS......................................................30

20       LIST OF OUTLETS......................................................32

21       FINANCIAL STATEMENTS.................................................34

22       CONTRACTS............................................................35

23       RECEIPT.......................................................Last Page

<PAGE>


                                    EXHIBITS


Exhibit AList of State Agencies/Agents for Service of Process

Exhibit B         Franchise Agreement
                  Exhibit I         Premises and Exclusive Area Addendum
                  Exhibit II        Owner's Guaranty and Assumption
                  Exhibit III       Statement of Ownership
                  Exhibit IV        Authorization Agreement for Prearranged
                                    Payments
                  Exhibit V         Build-Out Program Addendum
                  Exhibit VI        Renewal Amendment
                  Exhibit VII       Transfer Amendment

Exhibit C         List of Franchisees

Exhibit D         Franchisees Who Have Left the System

Exhibit E         Financial Statements

Exhibit F         Amendment to Franchise Agreement (Conversion)

Exhibit G         Operations Manual Table of Contents

Exhibit H         Confidentiality and Noncompetition Agreement

Exhibit I         Promissory Note, Addendum and Conditional Assignment of
                  Franchise Agreement

Exhibit J         Closing Acknowledgement

Exhibit K         Receipt of Offering Circular


<PAGE>


                                     ITEM 1
                                     ------

                 THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES

The Franchisor.
--------------

     The name of the franchisor is Pak Mail Centers of America, Inc. For ease of
reference, Pak Mail Centers of America, Inc. will be referred to as "we", "us"
or "PAK MAIL" in this Offering Circular. We will refer to the person who buys
the franchise as "you" throughout this Offering Circular. If the franchisee is a
corporation, partnership or limited liability company, certain provisions of the
Franchise Agreement also apply to the owners as noted in the Franchise
Agreement. PAK MAIL's principal offices are located at 7173 South Havana Street,
Suite 600, Englewood, Colorado 80112. We presently do business under the name
"Pak Mail Centers of America, Inc." and "Pak Mail." We were formed on January
27, 1984, as a Colorado corporation. We have no predecessors or affiliates. Our
agents for service of process are listed on Exhibit A.

Our Business.
------------

     We operate and franchise the operation of stores, known as "PAK MAIL
Centers," offering a variety of packaging, shipping, mailing, communications and
information products and services to residential and commercial customers. PAK
MAIL Centers utilize the services of both the U.S. Postal Service and private
carriers. PAK MAIL Centers offer parcel and freight shipping; custom packaging
and crating; freight forwarding; residential and office moving; package
receiving; priority through parcel post mail service; coverage against loss and
breakage; electronic commerce; facsimile transmissions; notary public services;
money orders; photocopying; passport and identification photos; laminating;
custom printing; custom rubber stamps; key making; and the sales of packaging
materials, office supplies, greeting cards, gift wrapping and other items and
materials which we approve. Not all Centers offer all of these services and
products. Sales of each of these products and services as a percentage of total
sales will vary from Center to Center.

     PAK MAIL Centers operate under our distinctive business format, systems,
methods, procedures, designs, layouts and specifications ("System"). We
franchise the operation of PAK MAIL Centers under our trade and service mark
"PAK MAIL" and other logos, trademarks, service marks and commercial symbols
("Marks").

The Franchise.
-------------

     Our Franchise Agreement ("Franchise Agreement"), which is attached as
Exhibit B to this Offering Circular, must be signed for each PAK MAIL franchise
you purchase. You will receive the right to use our Marks and System to operate
your PAK MAIL Center ("Center"), at your business premises which we must first
approve ("Franchised Location").

     We also offer a "Conversion Franchise," which is a franchise established by
converting an operating packaging and shipping center to a PAK MAIL Center. If
you purchase a Conversion Franchise, you sign the Amendment to Franchise
Agreement, attached to this Offering Circular as Exhibit F, in addition to
signing the Franchise Agreement. Unless stated otherwise in this Offering
Circular, the purchaser of a Conversion Franchise has the same franchise
relationship with us as the purchaser of a traditional franchise.

<PAGE>


     We also grant area franchises for the marketing of franchised Centers. Area
franchise operators provide certain assistance and support for PAK MAIL Centers
within a designated geographic area. Area franchises are only available to
persons whose qualifications include past sales and marketing experience and a
minimum net worth of approximately $200,000. Area franchises are only offered in
selected geographic regions. Area franchises are offered by a separate offering
circular.

     In addition, we sell master licenses for certain geographic areas outside
of the United States. As of the date of this Offering Circular, we had master
licensees in Mexico, Argentina, Chile, Venezuela, Panama, Honduras, Belize,
Guatemala, Nicaragua, Costa Rica, El Salvador, New Zealand, Australia and Japan.
Master licensees typically are required to develop between 10 and 50 Centers in
a large geographic area over a number of years. Master licensees sign a Master
License Agreement not included in this Offering Circular.

Regulations.
-----------

     A few states, and even some counties, regulate mailbox rentals by
establishing certain prohibitions relating to the use of rented mailboxes. In
addition, our Centers operate as a Commercial Mail Receiving Agency which is
described in the United States Postal Service Domestic Mail Manual. You must
also comply with applicable state and federal shipping regulations regarding
interstate shipping of alcohol, tobacco, hazardous materials and other materials
and items. You must also comply with your state's regulations and procedures for
becoming a notary public and applicable bonding requirements for other offered
services, such as money orders. Otherwise, we are aware of no other regulations
specific to the operation of a PAK MAIL Center in your state. You are
responsible for complying with any applicable regulations described above, as
well as with all local, state and federal laws of a general nature which affect
the operation of your business. You are responsible for complying with
employment, worker's compensation, insurance, corporate, taxing, licensing and
similar laws and regulations of a more general nature applicable to most
businesses.

Market and Competition.
----------------------

     PAK MAIL Centers offer a wide variety of packaging, shipping, mailing,
private mailbox rental and business support services to both commercial and
residential customers in a location intended to be convenient to the consumer.
Commercial customers may use a PAK MAIL Center as a source for some or all of
their packaging and shipping needs, sometimes in lieu of having and supporting
their own mailing room. Often a commercial customer may have their own shipping
room, yet not have access to crating services or comprehensive freight
insurance. Residential customers may save the time and expense of making
multiple trips to different locations to mail, ship, copy and fax by obtaining
all of these services at a PAK MAIL Center. Home-based businesses may utilize a
PAK MAIL Center as their office away from their office at home. Finally, some
customers may not otherwise have easy access to a service that will pack and
ship very small, very fragile, very heavy or very large items to domestic and
international destinations.

     The market for the products and services which PAK MAIL Centers offer is
developing rapidly, changing constantly and becoming increasingly competitive.
Each PAK MAIL Center offers services to both residential and business consumers.
As a PAK MAIL franchisee, your competition will include postal and package
delivery carriers and a growing number of businesses offering packaging and
mailing products and services. You will also compete directly and indirectly,
with freight and mail carriers, mail service centers (including nationally
franchised chains), custom packaging services and related businesses.

                                       2

<PAGE>


Our Prior Business Experience.
-----------------------------

     As a franchisor, we have 18 years of experience and know-how in the
operation of PAK MAIL Centers. We have impacted the growth and development of
the packaging, shipping and business support franchise industry through our
research and development of computerized operating systems, accounting and
business management software, crating and freight services, regional and
national training programs, database management and marketing, customer
retention programs, state of the art packaging and computer labs, detailed
step-by-step manuals for operating a PAK MAIL Center, electronic commerce
partnerships, an annual marketing plan and calendar and an emphasis on marketing
to and servicing commercial customers.

     We currently do not operate any PAK MAIL Centers. We have operated PAK MAIL
Centers in the past. Since our formation, we have offered single-unit and
multi-unit franchises for PAK MAIL Centers. We have also entered into agreements
with qualified persons to act as our representatives to sell PAK MAIL Center
franchises and perform some of our obligations under area franchise agreements
within designated geographic areas. We may delegate the performance of some of
our obligations and duties under our franchise agreements to an area
representative.

     We began an area franchise program in January 1984. We changed some of the
terms of our agreements with our area developers ("Area Developers") in 1994 and
began an area marketing program with area marketers ("Area Marketers") at that
time.

     We have not offered franchises in any other line of business.


                                     ITEM 2
                                     ------

                               BUSINESS EXPERIENCE

Chairman of the Board of Directors:  John E. Kelly.
--------------------------------------------------

     Mr. Kelly became Chairman of the Board of Directors in March 2002 and has
been a Director since February 1990. He served as our President from September
1989 to February 2002 and Chief Executive Officer from January 1990 to February
2002. From June 1988 to September 1989, Mr. Kelly served as President of
Kelly-Maddocks, Inc., a consulting company in Deerfield, Illinois. From February
1985 through June 1988, Mr. Kelly served as Vice President and Director of Trade
Relations for Beatrice U.S. Foods, a food manufacturer and distributor located
in Chicago, Illinois.

President, Chief Executive Officer, Corporate Secretary and Treasurer:
----------------------------------------------------------------------
P. Evan Lasky.
-------------

     Mr. Lasky became our President and Chief Executive Officer in March 2002
and our Corporate Secretary and Treasurer in December 2001. He served as our
Executive Vice President and Chief Operating Officer from January 1992 to
February 2002 and Vice President, Operations from March 1988 to December 1991.
From February 1975 to December 1987, he served as President and Chief Executive
Officer of Danjay Music and Video, a wholesale distributor and franchisor
located in Denver, Colorado.

                                       3

<PAGE>


Executive Vice President:  Alexander Zai.
----------------------------------------

     Mr. Zai became our Executive Vice President in March 2002. He served as our
Vice President of Store Operations from June 1996 to February 2002, Vice
President of International Development from December 1998 to February 2002 and
Director of Store Operations from April 1994 to May 1996. From August of 1987 to
March of 1994, he served as President for Pak Mail of Bloomington, Inc., a PAK
MAIL franchise business located in Bloomington, Indiana.

Director:  J. S. Corcoran.
-------------------------

     Mr. Corcoran became a director in September 1989. Since October 1996, he
has been a business consultant first in Phoenix, Arizona and then in the Dallas
- Ft. Worth area of Texas. From November 1988 until January 1997, Mr. Corcoran
was the Executive Vice President and Chief Financial Officer of D. P. Kelly &
Associates, L. P., an asset management services business in Oak Brook, Illinois.
From June 1989 to March 1996, Mr. Corcoran served as the Executive Vice
President and Chief Financial Officer of Viskase Companies, Inc., formerly known
as Envirodyne Industries, Inc. ("Viskase Companies"), a manufacturer of food
products and food service supplies in Oak Brook, Illinois.

Director:  F. Edward Gustafson.
------------------------------

     Mr. Gustafson became a director in September, 1989. Since November 1988,
Mr. Gustafson has served as Executive Vice President and Chief Operating Officer
of D. P. Kelly & Associates. Since March 1996, Mr. Gustafson has served as the
Chairman of the Board, President and Chief Executive Officer of Viskase
Companies, and from May 1989 to March 1996, Mr. Gustafson served as its
Executive Vice President.

Director:  John W. Grant.
------------------------

     Mr. Grant became a director in September 1989. Since September 1987, Mr.
Grant has been retired. From July 1985 to September 1987, Mr. Grant served as
Group President of Beatrice U.S. Foods located in Chicago, Illinois.

Director:  Laura K. McGrath.
---------------------------

     Ms. McGrath was appointed to the board in February 2000, to fill a vacancy
resulting from the death of a former director. Since May 1986, Ms. McGrath has
served as one of the General Partners of KMK & Associates, an investment
partnership based in Oak Brook, Illinois with investments in various businesses
specializing in distribution, food, technology, money management and real
estate. She has served as the President of Emerald Valley Farms, Inc., a farm
land acquisition and management company located in Oak Brook, Illinois, since
March 1999. Since November 1988, Ms. McGrath has been the Treasurer of the
Donald P. and Byrd M. Kelly Foundation, a family foundation located in Oak
Brook, Illinois, that focuses on educational support for non-profit
organizations.

                                       4

<PAGE>


AREA DEVELOPERS AND MARKETERS.
-----------------------------

1.   Kim Swanson:

Area Developer:  Kim Swanson.

     Kim Swanson has been a PAK MAIL Center franchisee since October 1988. She
has served as an Area Developer in Berkeley, Charleston and Dorchester counties
in South Carolina since December 1988.

2.   South Florida Realprop, Inc. d/b/a Pak Mail Southern Region:

Area Developer:  Jerald N. Cohn.
-------------------------------

     Mr. Cohn, through South Florida Realprop, Inc., a Florida corporation, has
been one of our Area Developers since October 1991 and serves the state of
Florida except for the counties of Manatee, Sarasota, Charlotte, Lee and
Collier; the State of Georgia; the State of South Carolina, except for the
counties of Berkeley, Charleston and Dorchester; the State of North Carolina;
the State of Virginia, except for the cities of Chesapeake, Norfolk and Virginia
Beach; the State of Alabama and the following counties in the State of
Tennessee: Carter, Sullivan, Unicoi, Greene, Hawkins, Hamblen, Hancock,
Claiborne, Campbell, Union, Anderson, Knox, Jefferson, Cocke, Blount, Monroe,
Loudon, Dickson, Robertson, Sumner, Cheatham, Davidson, Wilson, Macon, Smith,
Dekalb, Cannon, Bedford, Maury, Marshall, Lawrence, Giles, Lincoln, Moore,
Franklin, Coffee, Warran, Grundy, Marion, Hamilton, Sequatchie, Van Buren,
Bledsoe, White, Putnam, Jackson, Clay, Overton, Pickett, Fentress, Cumberland,
Scott, Morgan, Roane, Rhea, Meigs, McMinn, Polk and Bradley. For at least the
last five years, he has served as Executive Vice President and co-owner of
Investment Realty Corporation, a licensed real estate and mortgage broker
located in Boca Raton, Florida. Mr. Cohn was formerly Executive Vice President
and a co-owner of C.I.C. Financial, Inc., a real estate investment and
development firm engaged primarily in shopping center and office building
acquisitions and management located in Boca Raton, Florida.

Area Developer:  David E. Tannen.
--------------------------------

     Mr. Tannen, through South Florida Realprop, Inc., a Florida corporation,
has been one of Company's Area Developers since October 1991. Mr. Tannen serves
the state of Florida except for the counties of Manatee, Sarasota, Charlotte,
Lee and Collier; the State of Georgia; the State of South Carolina, except for
the counties of Berkeley, Charleston and Dorchester; the State of North
Carolina; the State of Virginia, except for the cities of Chesapeake, Norfolk
and Virginia Beach; the State of Alabama and the following counties in the State
of Tennessee: Carter, Sullivan, Unicoi, Greene, Hawkins, Hamblen, Hancock,
Claiborne, Campbell, Union, Anderson, Knox, Jefferson, Cocke, Blount, Monroe,
Loudon, Dickson, Robertson, Sumner, Cheatham, Davidson, Wilson, Macon, Smith,
Dekalb, Cannon, Bedford, Maury, Marshall, Lawrence, Giles, Lincoln, Moore,
Franklin, Coffee, Warran, Grundy, Marion, Hamilton, Sequatchie, Van Buren,
Bledsoe, White, Putnam, Jackson, Clay, Overton, Pickett, Fentress, Cumberland,
Scott, Morgan, Roane, Rhea, Meigs, McMinn, Polk and Bradley. For at least the
last five years, he has served as President and co-owner of Investment Realty
Corporation, a licensed real estate and mortgage broker located in Boca Raton,
Florida. Mr. Tannen was formerly President and a co-owner of C.I.C. Financial,
Inc., a real estate investment and development firm engaged primarily in
shopping center and office building acquisitions and management located in Boca
Raton, Florida.

                                       5

<PAGE>


3.   Susar Trading, Inc.:

Area Developer:  Alec Shearson.
------------------------------

     Mr. Shearson, through Susar Trading, Inc., a former PAK MAIL Center
franchisee, has been an Area Developer since November 1992. Susar Trading, Inc.
serves the State of Florida in the counties of Manatee, Sarasota, Charlotte, Lee
and Collier.

4.   Hass Enterprises, Inc.:

Area Developer:  Marilyn F. Hass.
--------------------------------

     Ms. Hass, as Secretary-Treasurer of Hass Enterprises, Inc. in St. Peters,
Missouri, has been a PAK MAIL Center franchisee and an Area Developer serving
the counties of Madison, Monroe and St. Claire in Illinois and the State of
Missouri since February 1987.

Area Developer:  Walter T. Hass.
-------------------------------

     Mr. Hass, as President of Hass Enterprises, Inc. has been a PAK MAIL Center
franchisee and an Area Developer serving the counties of Madison, Monroe and St.
Claire in Illinois and the State of Missouri since February 1987.

5.   Larry and Nancy Mitchell:

Area Developer:  Larry Mitchell.
-------------------------------

     Mr. Mitchell has been a PAK MAIL Center franchisee since January 1987. He
has been an Area Developer since October 1988, and he currently serves Arkansas,
Mississippi and the counties of Lake, Obion, Weakley, Henry, Stewart, Houston,
Benton, Humphreys, Carrde, Gibson, Dyer, Lauderdale, Crockett, Henderson,
Decatur, Perry, Hickman, Lewis, Wayne, Hardin, Chester, McNairy, Rutherford,
Montgomery, Williamson, Shelby, Fayette, Hardiman, Madison, Haywood and Tipton
in Tennessee. Mr. Mitchell has also been a Senior Account Agent for Allstate
Insurance Co. located in Memphis, Tennessee since August 1966.

Area Developer:  Nancy Mitchell.
-------------------------------

     Ms. Mitchell has been a PAK MAIL Center franchisee since January 1987. She
has been an Area Developer since October 1988, and she currently serves
Arkansas, Mississippi and the counties of Lake, Obion, Weakley, Henry, Stewart,
Houston, Benton Humphreys, Carrde, Gibson, Dyer, Lauderdale, Crockett,
Henderson, Decatur, Perry, Hickman, Lewis, Wayne, Hardin, Chester, McNairy,
Rutherford, Montgomery, Williamson, Shelby Fayette, Hardiman, Madison, Haywood
and Tipton in Tennessee.

6.   Sender, Inc.:

Area Marketer:  John Korpi.
--------------------------

     Mr. Korpi, through Sender, Inc., has been an Area Marketer since July 1994,
serving the entire state of Indiana except for Lake and Porter Counties and the
entire State of Michigan. Mr. Korpi served as a project coordinator for Land
Company in Grandville, Michigan from August 1993 through July 1994.

                                       6

<PAGE>


7.   Packers and Traders, Inc.:

Area Marketer:  Delmar H. Mulder.
--------------------------------

     Mr. Mulder has been an Area Marketer since November 1994, serving the state
of New Mexico and Montezuma, San Miguel, San Juan, Mineral, Gunnison, Rio
Grande, LaPlata, Alamosa, Custer, Pueblo, Dolores, Ouray, Archuleta, Hinsdale,
Saguache, Conejos, Costilla, Huerfano, Fremont and Las Animas counties in
Colorado. He has also been a PAK MAIL Center franchisee in Santa Fe, New Mexico
since November 1994. Mr. Mulder worked in various management positions at Royal
Nissan Volvo in St. Paul, Minnesota from October 1992 to February 1995.

Area Marketer:  Kathleen L. Mulder.
----------------------------------

     Ms. Mulder has been an Area Marketer since November 1994, serving the state
of New Mexico and Montezuma, San Miguel, San Juan, Mineral, Gunnison, Rio
Grande, LaPlata, Alamosa, Custer, Pueblo, Dolores, Ouray, Archuleta, Hinsdale,
Saguache, Conejos, Costilla, Huerfano, Fremont and Las Animas counties in
Colorado. Ms. Mulder has also been a PAK MAIL Center franchisee in Santa Fe, New
Mexico since November 1994. Ms. Mulder worked as the marketing director for Dave
Beson Seminars in Eden Prairie, Minnesota from January, 1992 to February 1995.

8.   E. Wayne House

Area Marketer:  E. Wayne House.
------------------------------

     Mr. House has been an Area Marketer since July 1996, serving the counties
of Ventura, Los Angeles, San Bernardino, Riverside, Orange, San Diego and
Imperial in California. From April 1996 through January 1999, Mr. House owned
and operated a PAK MAIL Center located in Mission Viejo, California. From June
1978 through April 1996, Mr. House worked in finance management for Loral
Corporation, now known as Lockheed Martin, in Rancho Santa Margarita,
California.

9.   Thomas R. Herter Companies

Area Marketer:  Tom Herter.
--------------------------

     Mr. Herter has been an Area Marketer since July 1997, and he currently
serves the states of Texas, Louisiana and Oklahoma. From November 1993 through
April 1998, he was employed by South Florida Realprop, Inc., a PAK MAIL Area
Developer described above.

10.  JPAK Holdings, Inc.

Area Marketer:  Harold Jones
----------------------------

     Mr. Jones has been a PAK MAIL franchisee since October 1995 in Atlanta,
Georgia. He became an Area Marketer in June 1998, and currently serves the
states of Washington, Oregon, Idaho, Arizona, Colorado, Nevada, Utah, Montana
and Wyoming. From June 1993 through June 1995, Mr. Jones was a supervisor for
United Parcel Service in Atlanta, Georgia.

                                       7

<PAGE>


11.  Anything Anywhere, Inc.

Area Marketer: Jayme C. Clark
-----------------------------

     Mr. Clark has been an Area Marketer since August, 1998, and he currently
serves the state of Ohio. Since May 1997, he has operated a PAK MAIL Center in
Columbus, Ohio through Anything Anywhere, Inc. From May 1995 through May 1997,
he served as a sales manager for Gordon Foodservice in Columbus, Ohio. From
November 1993 through May 1995, he served a District Sales Manager for the
American Bureau of Collections located in Buffalo, New York.

Area Marketer:  Jeffrey R. Powell
---------------------------------

     Mr. Powell has been an Area Marketer since August, 1998, and he currently
serves the state of Ohio. Since May 1997, he has operated a PAK MAIL Center in
Columbus, Ohio through Anything Anywhere, Inc. From January 1989 through March
1997, he served as a Regional Planning Manager for Armour-Swift Eckrich, located
in Dublin, Ohio.

12.  Business Catalyst d/b/a Pak Mail Norcal Region

Area Marketer:  Richard W. Harbert
----------------------------------

     Mr. Harbert has been an Area Marketer since November 1999, serving the
counties of Alameda, El Dorado, Contra Costa, Stanislaus, San Joaquin, Marin,
Sonoma, Napa, Solano, Yolo, Sacramento, Merced and Madera in California. Since
July 1997, he has provided consulting services through his own consulting
company named Martime Solutions, located in Sanger, California. From August 1998
through May 1999, he was involved in sales and marketing for Fairfield
Communities, Inc. in Alexandria, Virginia. Beginning in September 1970 and
ending in July 1997, he was an officer in the United States Coast Guard.



                                     ITEM 3
                                     ------

                                   LITIGATION

     We are not required to disclose any litigation or arbitration in this
Offering Circular.






                                     ITEM 4
                                     ------

                                   BANKRUPTCY

     No person previously identified in Items 1 or 2 of this Offering Circular
has been involved as a debtor in proceedings under the U.S. Bankruptcy Code as
required to be disclosed in this Item.

                                       8

<PAGE>


                                     ITEM 5
                                     ------

                              INITIAL FRANCHISE FEE

     Except as listed below in this Item, a nonrefundable initial franchise fee
of $27,950 is payable to us in full when you sign the Franchise Agreement.

     If you have owned a packaging and mailing store for at least one year and
you sign a Franchise Agreement for a PAK MAIL Center franchise, the initial
franchise fee to convert your existing business to a PAK MAIL Center
("Conversion Franchise") is discounted to $5,000. This nonrefundable initial
franchise fee is paid in full when you sign the Franchise Agreement. The
Conversion Franchise fee also applies to existing franchisees who purchase
competing businesses and convert them into PAK MAIL Centers.

     If you qualify and are approved by us to purchase and operate multiple PAK
MAIL Centers, you may purchase a franchise for a second PAK MAIL Center for 60%
of the then current initial franchise fee. You may purchase third and subsequent
franchises for PAK MAIL Centers at 40% of the then current initial franchise
fee. In order to qualify and be approved for multiple franchises, you must meet
our then current financial and other qualifications standards for multiple
franchise owners at the time of the desired purchase and must otherwise be in
good standing under any existing franchise agreements with us. A separate
franchise agreement is executed for each franchise purchased. We may change or
discontinue our current policy of discounting fees for second and subsequent
franchises at any time.

     If your PAK MAIL Center will be located in one of the 48 contiguous states,
you may pay us to construct and equip your PAK MAIL Center under the terms of
our "Build-Out Program." If you choose to participate in the Build-Out Program,
you must execute a Build-Out Program Addendum at the same time you execute the
Franchise Agreement. You must pay us the build-out costs before commencement of
the build-out services. All fees paid under the Build-Out Program are
nonrefundable. If you obtain a binding financing commitment from a third party
lending source, we may elect to accept an alternative payment plan for the
build-out costs. Build-out costs are based on the costs to develop and construct
the Center and are agreed to by you and by us, when we sign the Build-Out
Program Addendum. Build-out costs also include a fee to us over and above the
actual cost of development of the Center in the amount of approximately 17% of
the cost.

     Certain of our area franchisees also offer their own build-out programs to
franchisees buying a franchise for a Center to be located in their territories.
If you choose to purchase build-out services from an area franchisee who offers
these services in your area, you will pay build-out program fees to the area
franchisee. Such build-out fees are nonrefundable. See Items 7, 8 and 11. We
also offer our Build-Out Program in all areas where area franchisees offer their
own build-out programs.

     In addition to the initial franchise fee, you will incur costs of between
$550 and $1,000 for materials to assist in advertising and marketing your PAK
MAIL Center ("Marketing Material Beginning Inventory Fee"). You determine the
exact amount of the Marketing Material Beginning Inventory Fee. The entire
Marketing Material Beginning Inventory Fee is payable to us during the initial
training program. Once paid, no part of the Marketing Material Beginning
Inventory Fee is refundable to you. The marketing materials you receive when you
pay the Marketing Material Beginning Inventory Fee assist you in marketing your
PAK MAIL Center for up to one year after your Center opens, but you have to pay
additional amounts to third parties throughout the first year to effectively
utilize these marketing materials and to effectively market your PAK MAIL
Center.

                                       9

<PAGE>


     Before opening your PAK MAIL Center, you will also incur costs of between
$2,500 and $4,000 for inventory and supplies, which amounts are payable to us or
other approved suppliers. These costs include box inventory and packaging tools
and supplies. These costs are nonrefundable once paid in all circumstances. See
Item 7.

     Before opening your PAK MAIL Center, you must purchase through us a
point-of-sale computer system ("POS System") on which has been installed certain
proprietary computer software licensed to you by a third party (the "Program"),
as well as additional software. The $8,935 to $9,835 purchase price, which is
payable to us when you order the POS System, includes the $4,000 license fee for
the Program. These costs are non-refundable once paid in all circumstances. See
Items 7 and 11. We require our franchisees to use the Program. You will also be
required to maintain an account with an internet service provider to access our
web-based e-mail system.

     Except as outlined in this Item 5, all franchisees currently acquiring a
franchise pay the same franchise fee. Franchisees who participate in our
referral program display postcards in their Centers for use by their customers
who are interested in obtaining more information from us regarding a Pak Mail
franchise. If a referral becomes a franchisee and the other requirements of the
referral program are satisfied, franchisees are paid a commission for helping
us. We may change or discontinue the referral program at any time. Otherwise, no
fees are collected by or for a third party, except as outlined in this Item 5.

                                       10

<PAGE>
<TABLE>
<CAPTION>


                                                              ITEM 6
                                                              ------

                                                            OTHER FEES
FRANCHISE AGREEMENT:

====================== ============================ ========================== =====================================================
       Name of Fee               Amount                     Due Date                                   Remarks
       -----------               ------                     --------                                   -------
---------------------- ---------------------------- -------------------------- -----------------------------------------------------
<S>                    <C>                          <C>                        <C>
Royalty(1, 2, 3)       Sliding Scale from 5% to     Payable monthly on the     "Royalty Based Revenues" include all revenue from the
                       3% of Royalty Based          10th day of the next       Center, including sales made away from the Center.
                       Revenues                     month after revenues are   Royalty Based Revenues do not include taxes, income
                                                    received3                  from the sale of postage stamps, key deposits or
                                                                               discounts
---------------------- ---------------------------- -------------------------- -----------------------------------------------------
Interest(3)            Lesser of 1.5% per month     Upon demand                Begins to accrue the day after payments are due
                       or highest rate of
                       interest allowed by law
                       plus a $50 late filing
                       charge
---------------------- ---------------------------- -------------------------- -----------------------------------------------------
Advertising            2% of Royalty Based          Payable monthly on the     Our Centers contribute the same as franchised Centers
Contribution           Revenues                     10th day of the next
                                                    month after revenues are
                                                    received2
---------------------- ---------------------------- -------------------------- -----------------------------------------------------
Costs of Inspection    Vary according to your       15 days after receipt of   Payable only if you understate your Royalty Based
and Audit(3)               location                 our notice to you of any   Revenues by more than 5%, do not submit reports to us
                                                    underpayment               or do not cooperate in performance of inspection and
                                                                               audit
---------------------- ---------------------------- -------------------------- -----------------------------------------------------
Internet Service       Ranges from $20 to $200      Monthly                    You must maintain an internet connection to your POS
Provider(4)            per month                                               System.
---------------------- ---------------------------- -------------------------- -----------------------------------------------------
Electronic mail        $65 a year                   Annually                   This is for our web-based e-mail system.
communication
services(4)
---------------------- ---------------------------- -------------------------- -----------------------------------------------------
Transfer Fee(3)        $4,000                       Before effectiveness of    Payable when the franchise agreement, interest in the
                                                    transfer                   Center or the Franchise is transferred by you
---------------------- ---------------------------- -------------------------- -----------------------------------------------------
Successor Franchise    $2,500                       When you sign the then
Fee(3)                                              current Franchise
                                                    Agreement
---------------------- ---------------------------- -------------------------- -----------------------------------------------------
Training Program       Costs associated with        As incurred                Initial training is free; we may require additional
Expenses(4, 5)         attending mandatory                                     training at other times
                       training sessions
---------------------- ---------------------------- -------------------------- -----------------------------------------------------
Costs and Attorneys'   Will vary depending on       As incurred                Payable if you fail to comply with the Franchise
Fees(3)                nature of your default                                  Agreement
---------------------- ---------------------------- -------------------------- -----------------------------------------------------
Indemnification Under  Will vary depending on       As incurred                You have to reimburse us if we are held liable for
Franchise Agreement(3) nature of the claim                                     claims resulting from your PAK MAIL Center
                       against us
---------------------- ---------------------------- -------------------------- -----------------------------------------------------
Payments for Items     Range from $2 to $9,835      As incurred                We charge you our current published prices for items
Supplied by Us(3)                                                              including computerized point of sale system, fixtures
                                                                               ,mail boxes, postage, copiers and facsimile machines
---------------------- ---------------------------- -------------------------- -----------------------------------------------------
Insurance Premiums(3)  Will vary depending on       As incurred                If you do not pay your premiums, we can pay them for
                       your location and insurer                               you and you must reimburse us
====================== ============================ ========================== =====================================================

                                                                 11
</TABLE>

<PAGE>


1    Each calendar year, you pay a 5% royalty for the first $200,000 of Royalty
     Based Revenues received by your Center, 4.5% for the next $50,000 of
     Royalty Based Revenues, 4% for the next $50,000 of Royalty Based Revenues,
     3.5% for the next $50,000 of Royalty Based Revenues, and then 3% for all
     subsequent Royalty Based Revenues received in that calendar year. The
     disclosure of this sliding scale royalty is not a statement or
     representation of actual, average, projected or forecasted sales or
     earnings.

2    We allow a Conversion Franchisee a 60 day grace period after signing the
     Franchise Agreement before beginning the payment of royalties. During this
     period, royalties do not accrue.

3    Fees which we charge and must be paid to us. We may increase our fees for
     these items. We do not refund these fees.

4    Fees which are not paid to us but are not refundable.

5    Expenses associated with travel, meals and lodging while you attend initial
     training sessions. You pay all of these expenses to third parties. These
     expenses vary according to where you stay, where you eat and how far you
     have to travel. We train two people and even more if there is space
     available at the training session you wish to attend.

                                       12

<PAGE>
<TABLE>
<CAPTION>


                                                               ITEM 7
                                                               ------

                                                         INITIAL INVESTMENT

================================ =========== ============ ================= ================== =============== ====================
                                                               When             Method of          Whether       To Whom Payment
        Expenditures                 High        Low           Due             Payment           Refundable       Is To Be Made
        ------------                 ----        ---           ----           ---------          ----------       -------------
-------------------------------- ----------- ------------ ----------------- ------------------ --------------- --------------------
<S>                                 <C>          <C>       <C>                 <C>                   <C>             <C>
Initial Franchise Fee               $27,950      $27,950   At signing of        Lump Sum             No               Pak Mail
(See Note 1)                                                 Franchise
                                                             Agreement
-------------------------------- ----------- ------------ ----------------- ------------------ --------------- --------------------
Furniture, Fixtures &                26,452        7,595       Before          As incurred           No          Pak Mail and Other
Leasehold Improvements                                        Opening                                                 Suppliers
(See Note 2)
-------------------------------- ----------- ------------ ----------------- ------------------ --------------- --------------------
Point of Sale Computer System         9,835        8,935   Before Opening       Lump Sum             No           Pak Mail or Other
(See Note 3)                                                                                                          Suppliers
-------------------------------- ----------- ------------ ----------------- ------------------ --------------- --------------------
Equipment                             7,674        3,208       Before          As incurred           No           Pak Mail or Other
(See Note 4)                                                  Opening                                                 Suppliers
-------------------------------- ----------- ------------ ----------------- ------------------ --------------- --------------------
Exterior Signage                      4,800        1,000       Before          As incurred           No           Pak Mail or Other
                                                              Opening                                                 Suppliers
-------------------------------- ----------- ------------ ----------------- ------------------ --------------- --------------------
Opening Inventory and Supplies        4,000        2,500       Before           Lump Sum             No           Pak Mail or Other
                                                              Opening                                                 Suppliers
-------------------------------- ----------- ------------ ----------------- ------------------ --------------- --------------------
Security Deposits, Utility            4,000        1,000       Before          As incurred      Deposits are       Other Suppliers
Deposits, Business Licenses                                   Opening                           refundable;
                                                                                                   Center
                                                                                                licenses are
                                                                                                    not
-------------------------------- ----------- ------------ ----------------- ------------------ --------------- --------------------
Marketing Material                    1,000          550   During Initial       Lump Sum             No          Pak Mail and Other
Beginning Inventory Fee                                       Training                                               Suppliers
(See Note 5)                                                  Program
-------------------------------- ----------- ------------ ----------------- ------------------ --------------- --------------------
Freight Costs                         4,500          750    As incurred        As incurred           No           Pak Mail or Other
                                                                                                                      Suppliers
-------------------------------- ----------- ------------ ----------------- ------------------ --------------- --------------------
Additional Funds -                   27,000        8,473    As incurred        As incurred           No            Other Suppliers
3 months
(See Note 6)
-------------------------------- ----------- ------------ ----------------- ------------------ --------------- --------------------
TOTAL ESTIMATED INITIAL            $117,211      $61,961
INVESTMENT
(See Notes 7 and 8)
================================ =========== ============ ================= ================== =============== ====================

                                                                 13
</TABLE>

<PAGE>


Explanatory Notes
-----------------

     Note 1: Initial Franchise Fee. If you qualify and are approved to operate a
second or subsequent PAK MAIL Center, you may pay a discounted initial franchise
fee. See Item 5.

     Note 2: Furniture, Fixtures and Leasehold Improvements. If you do not
already own or lease a suitable location for the Center, then you will need to
purchase or lease suitable facilities. We estimate that you require a Franchised
Location with 900 to 1,500 square feet of space, however, other sizes may be
acceptable. These are the estimated costs for constructing and furnishing the
leasehold improvements for the Center, such as counters, tables, storage areas,
carpeting, walls, security features, graphics and electrical. The variations in
costs of leasehold improvements are attributable to various factors, including:
size, configuration and condition of the Franchised Location, construction,
labor and installation costs and geographic location. You may choose to include
a separate mailbox lobby with secure 24-hour access to mailboxes as part of your
leasehold improvements, but we do not require it. If you choose to install a
mailbox lobby, we estimate your costs will increase by $2,500 to $3,000. These
estimates assume an unimproved retail space exists and no demolition or major
construction are necessary. None of these payments are refundable. A breakdown
of some of these estimated costs follows:


                                                       High           Low
                                                       ----           ---

         Contracted Labor                            $ 5,900         $1,030
         Counter, Tables, Storage, Desks,
             & Display Walls                           6,800          5,700
         Retail Fixtures                                 482            322
         Carpeting, Molding & Tile                     4,800            -0-
         Walls (Painted)                               2,800            -0-
         Electrical (as needed)                        2,100            -0-
         Security                                      2,100            -0-
         Graphics & Interior Signage                   1,470            543
                                                  ----------      ---------
                                                     $26,452         $7,595



Build-Out Program. If we enter into a Build-Out Program Addendum with you, the
costs incurred for build-out of the Center premises and certain leasehold
improvements, equipment, modular furniture, fixtures and signage, described in
the chart, this Note 2 and Note 4, will be paid to us in consideration for our
completion of the Center development. The amounts for these items must be paid
before we commence construction of your Center build-out. Those costs will be
estimated and agreed to by you and us when the Build-Out Program Addendum is
signed. A Development Fee of approximately 17% of the overall cost of the
Build-Out is paid to us in connection with the build-out. The Build-Out Costs
and Development Fee estimated in the Build-Out Schedule will be adjusted upon
completion of the build-out based on the actual costs incurred. Our estimated
Build-Out Costs and Development Fee are within the ranges stated in the chart
above. See Items 5, 8 and 11. The costs of build-out under the build-out
programs offered by our area franchisees also fall within the ranges stated in
the chart above. See Items 5, 8 and 11.

                                       14

<PAGE>


     Note 3: Point of Sale Computer System. This is the cost to purchase the
required computerized POS System on which we have installed the Program and
additional software. See Item 5. This estimate includes the $4,000 license fee
to use the Program, as well as the cost of purchasing one POS System. You must
pay the license fee and hardware cost when you order the POS System. You will
also incur costs of between $400 - $600 if you purchase a multi-machine license
upgrade and between $400 - $600 to purchase an upgrade for an offsite or laptop
computer. We collect these software upgrade fees on behalf of a third party.
These fees are subject to change. You must also pay an annual fee of between
$500 to $600 to ReSource, Inc., the licensor of the Program, to update and
maintain the Program. If you use alternative mailbox software, you will pay an
annual license fee of $150. These fees may increase on an annual basis. None of
these fees are refundable. See Items 5 and 6 for more information regarding the
annual fee to access our e-mail system and contracting with an internet service
provider. See Item 11 for more information regarding the POS System. You must
purchase or lease a thermal printer for printing carrier labels. The low
estimate includes the current cost of leasing a thermal printer and the high
estimate includes the current cost of purchasing a thermal printer.

     Note 4: Equipment. This item includes the estimated equipment costs for a
typical Center. These costs include renting a photocopier for three months,
renting a postage meter for three months and acquiring the required equipment,
including the following: mailboxes, packaging equipment, uniforms and facsimile
equipment. Other items listed are optional. None of these payments are
refundable. A breakdown of these estimated costs follows:

                                                      High            Low
                                                      ----            ---

         Mailboxes                                   $2,740          $2,195
         Packaging Equipment                            814             -0-
         Facsimile/Telecopier                         1,200             200
         Uniforms                                       150              30
         Photocopier                                  1,140             660
         Postal Meter                                   130             123
         Key Cutter                                     810             -0-
         Logo Door Mat                                  155             -0-
         I.D. Camera                                    535             -0-
                                                    -------         -------
                                                     $7,674          $3,208
                                                    =======         =======


Crating and Freight Center Expenses. If you wish to do so, you may choose to
locate your PAK MAIL Center in a nonretail location, such as a warehouse
district, and specialize in crating, freight, specialty shipping and packaging
services. These services may also be offered from traditional retail Centers. A
Center specializing in crating and freight services does not offer many of the
services offered by retail Centers, such as mailbox rental, public fax machines,
copying and greeting card sales. Your estimated initial expenses in a non-retail
location for furniture, fixtures, leasehold improvements and equipment for a
Center specializing in crating and freight services range from $22,500 to
$34,100. If your Center specializes in crating and freight services, you will
incur the same expenses estimated above for a POS System, exterior signage,
opening inventory and supplies, the initial franchise fee, deposits, business
licenses, rent, MMBI Fee (defined in Note 5 below) and additional funds for the
first three months.

     Note 5: Marketing Material Beginning Inventory ("MMBI") Fee. The exact
amount payable will be determined by you. All or a portion of the MMBI Fee is
payable to us during your initial training program. The MMBI Fee is only
required to be paid for the first Pak Mail Center opened by you. You will incur
additional advertising expenses in your first year of operation. An allowance
for the advertising expenses for a Center is included under "Additional Funds"
described in Note 6.

                                       15

<PAGE>


Note 6: Additional Funds. This estimates your pre-operational expenses, which we
have not listed above, as well as additional funds necessary for the first three
months of your business operations. These figures are estimates and Pak Mail
cannot guarantee that you will not have additional expenses starting the
business. Your costs depend on factors such as: how much you follow our methods
and procedures; your management skill, experience and business acumen; local
economic conditions; the local market for our products and services; the
prevailing wage rate; competition; and the sales level reached during this
initial period. This item includes a variety of expenses and working capital
items during your start-up phase such as: legal and accounting fees; training
expenses; insurance premiums; advertising, promotional and grand opening
expenses and materials; employee salaries; rent; and other miscellaneous costs.
However, this item excludes your salary. You are responsible for all travel and
living expenses incurred while attending the initial training program.

     Note 7: We relied on our 18 years experience in the industry when preparing
these figures. You should review these figures carefully with a business advisor
before making any decision to purchase a franchise. We do not offer financing
for any items (see Item 10). The availability and terms of financing from
independent third parties depends on factors such as the availability of
financing generally, your credit worthiness, other security and collateral you
may have and policies of lenders.

     Note 8: Conversion Franchises. Conversion Franchisees usually incur the
following costs in addition to their existing operating expenses:


                                                     High              Low
                                                     ----              ---

         Initial Franchise Fee                      $ 5,000          $ 5,000
         Point-of-Sale Computer System                9,900            8,950
           (See Note 3 above)
         Exterior Signage                             4,800            1,000
                                                    -------          -------
                                                    $19,700          $14,950
                                                    =======          =======


Depending on the equipment, inventory and other items already in place, a
Conversion Franchisee may incur additional costs similar to the low range stated
in the chart above to upgrade equipment, inventory, color scheme, and other
items to comply with our specifications. You may also incur additional costs
stated in the chart above. The POS System and exterior signage must be
purchased, in place at the Center, and operational within five days after
execution of the Franchise Agreement for your conversion franchise. You or your
Principal Manager must attend, at your cost, the next available initial training
program after execution of the Franchise Agreement for your conversion
franchise.


                                     ITEM 8
                                     ------

                RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

     Your PAK MAIL Center must be established and operated in compliance with
your Franchise Agreement. It is mandatory that you comply with the standards and
specifications contained in an operations manual we provide to you, in the form
of one or more manuals, technical bulletins or other written materials,
including a build-out manual ("Operations Manual"), which we may modify. We
provide you with our standards and specifications for almost all of the services
and products offered at or through your PAK MAIL Center and for the Franchised
Location, equipment, furniture, fixtures, uniforms, supplies, forms, advertising
material and other items used at your PAK MAIL Center.

                                       16

<PAGE>


     Each of our franchisees purchase a POS System through us, loaded with the
Program and additional software. You must license the Program from ReSource,
Inc. The purchase price of the POS System includes the license fee for the
Program. See Items 5, 7 and 11. We derive revenue from the license of the
Program and other software and from the sale of the hardware component of the
POS System. In the fiscal year ended November 30, 2001, we derived revenue of
$370,218, or 8% of our total revenue of $4,507,656, from Program and other
software license fees and computer hardware sales. You are required to pay us an
annual fee to access our web-based electronic mail system. We derive revenue
from the annual electronic mail fees. See Item 6. We estimate that the license
for the Program, the POS System cost and the annual e-mail system fee may range
from approximately 5% to 10% of your total cost of establishing a PAK MAIL
Center and approximately 1% or less of your total cost of operating a PAK MAIL
Center after that time.

     We must approve your lease or sublease ("Lease") for the Franchised
Location of your Center before you sign the Lease. A copy of the signed Lease is
to be delivered to us within 15 days after you sign it. We require that you
collaterally assign the Lease to us as security for your timely performance of
all obligations under the Franchise Agreement and obtain the lessor's consent to
the collateral assignment.

     We require that you purchase or lease your entire requirement of products,
equipment, supplies, and services used, sold or leased through your PAK MAIL
Center only from suppliers approved by us in advance. You may purchase, lease or
sell products, equipment, supplies and services meeting our standards and
specifications from any source approved by us. After you pay your initial
franchise fee, we give you a list of our approved suppliers, the standards and
specifications to be used, sold or leased by you through your PAK MAIL Center,
as well as our criteria for approving a supplier. Some of our Area Developers
and Area Marketers are approved suppliers of their build-out programs (See Items
5, 7 and 11), but we do not receive any revenue from their build-out programs.
Other than the above, we are not affiliated with any approved suppliers.

     We sell certain products, equipment, supplies and services and derive
revenue from such sales. We also negotiate purchase arrangements with suppliers
for the benefit of PAK MAIL franchisees. If you qualify and elect to participate
in our Build-Out Program, we will provide build-out services for the
development, construction and equipping of your Center in accordance with the
terms and conditions of the Build-Out Program Addendum. Currently, we have
pricing and distribution arrangements with various suppliers, including
overnight delivery services, suppliers of apparel and printing. However, you
should not rely on the continued availability of any particular pricing or
distribution arrangement, nor the availability of any particular product or
brand in deciding whether to purchase the franchise. In the fiscal year ended
November 30, 2001, we received revenues as a result of franchisee purchases from
approved suppliers of less than 1% of our total revenues of $4,507,656. In the
fiscal year ended November 30, 2001, we received revenue from the sale or lease
of products directly from us to franchisees of $643,639 or 14% of our total
revenues of $4,507,656. See our financial statements in Item 21. We had a
nonrecurring loss on franchisee purchases from us in the fiscal year ended
November 30, 2001. We estimate that the costs of your purchases from designated
or approved sources, or according to our standards and specifications, may range
from 45% to 50% of the total cost of establishing a PAK MAIL Center and
approximately 50% of the total cost of operating a PAK MAIL Center after that
time.

     If you want to purchase or use any products, equipment, supplies, or
services from suppliers we have not approved, you will need to obtain our
approval of the proposed supplier in writing in advance. The notification should
include sufficient specifications or samples to enable us to determine whether
those items and/or suppliers meet our specifications. We will not unreasonably
withhold our approval of a supplier, if the supplier meets our published
standards and specifications. We reserve the right to change our published
standards regarding any approved supplier upon 30 days written notice to all
franchisees.

                                       17

<PAGE>
<TABLE>
<CAPTION>


         We do not provide material benefits, such as renewing or granting
additional franchises, to franchisees based on their use of designated or
approved sources or suppliers.


                                     ITEM 9
                            FRANCHISEE'S OBLIGATIONS

     THESE TABLES LIST YOUR PRINCIPAL OBLIGATIONS UNDER THE FRANCHISE AND OTHER
AGREEMENTS. THEY WILL HELP YOU FIND MORE DETAILED INFORMATION ABOUT YOUR
OBLIGATIONS IN THESE AGREEMENTS AND IN OTHER ITEMS OF THIS OFFERING CIRCULAR.


================================================== ============================================ =====================
                                                                                                       Item in
                   Obligation                            Section in Franchise Agreement           Offering Circular
-------------------------------------------------- -------------------------------------------- ---------------------
<S>                                               <C>                                          <C>
(a)   Site selection and acquisition/ lease        Sections 5.1 and 5.2 of Franchise            Items 8 and 11
                                                   Agreement ("FA")
-------------------------------------------------- -------------------------------------------- ---------------------
(b)   Pre-opening purchases/leases                 Sections 5.2, 5.3, 5.4, 5.5, 5.6 and 5.7     Items 5, 6, 7 and 8
                                                   of FA and Build-Out Program Addendum to FA
-------------------------------------------------- -------------------------------------------- ---------------------
(c)   Site development and other preopening        Sections 5.3, 5.4 and 5.5 of FA and          Items 7, 8 and 11
      requirements                                 Build-Out Program Addendum to FA
-------------------------------------------------- -------------------------------------------- ---------------------
(d)   Initial and ongoing training                 Article 6 of FA                              Item 11
-------------------------------------------------- -------------------------------------------- ---------------------
(e)   Opening                                      Sections 5.7 and 7.1 of FA                   Item 11
-------------------------------------------------- -------------------------------------------- ---------------------
(f)   Fees                                         Sections 4.1, 12.2, 12.3 and Article 11 of   Items 5, 6 and 7
                                                   FA
-------------------------------------------------- -------------------------------------------- ---------------------
(g)   Compliance with standards and                Articles 8 and 13 of FA                      Items 11 and 14
      policies/Operations Manual
-------------------------------------------------- -------------------------------------------- ---------------------
(h)   Trademarks and proprietary information       Article 14 of FA                             Items 13 and 14
-------------------------------------------------- -------------------------------------------- ---------------------
(i)   Restrictions on products/services offered    Sections 13.4, 13.5 and 13.6 of FA           Item 16
-------------------------------------------------- -------------------------------------------- ---------------------
(j)   Warranty and customer service requirements   None                                         None
-------------------------------------------------- -------------------------------------------- ---------------------
(k)   Territorial development and sales quotas     None                                         Item 12
-------------------------------------------------- -------------------------------------------- ---------------------
(l)   On-going product/service purchases           Section 10.1 of FA                           Item 8
-------------------------------------------------- -------------------------------------------- ---------------------
(m)   Maintenance, appearance and remodeling       Section 10.1 of FA                           Item 8
      requirements
-------------------------------------------------- -------------------------------------------- ---------------------
(n)   Insurance                                    Article 21 of FA                             Item 7
-------------------------------------------------- -------------------------------------------- ---------------------
(o)   Advertising                                  Article 12 of FA                             Items 5, 6, 7 and 11
-------------------------------------------------- -------------------------------------------- ---------------------

                                                          18
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


================================================== ============================================ =====================
                                                                                                       Item in
                   Obligation                            Section in Franchise Agreement           Offering Circular
-------------------------------------------------- -------------------------------------------- ---------------------
<S>                                                <C>                                          <C>
(p)   Indemnification                              Section 19.3 of FA                           Item 6
-------------------------------------------------- -------------------------------------------- ---------------------
(q)   Owner's participation/ management/staffing   Section 10.1 of FA                           Items 11 and 15
-------------------------------------------------- -------------------------------------------- ---------------------
(r)   Records and reports                          Article 15 of FA                             Item 8
-------------------------------------------------- -------------------------------------------- ---------------------
(s)  Inspections/audits                            Sections 13.3 and 15.4 of FA                 Item 6
-------------------------------------------------- -------------------------------------------- ---------------------
(t)  Transfer                                      Article 16 and Exhibit VII to FA             Item 17
-------------------------------------------------- -------------------------------------------- ---------------------
(u)  Renewal                                       Article 17 and Exhibit VI to FA              Item 17
-------------------------------------------------- -------------------------------------------- ---------------------
(v)  Post-termination obligations                  Section 18.5 of FA                           Item 17
-------------------------------------------------- -------------------------------------------- ---------------------
(w)  Non-competition covenants                     Article 20 of FA                             Item 17
-------------------------------------------------- -------------------------------------------- ---------------------
(x)  Dispute resolution                            Section 22.1 of FA                           Item 17
================================================== ============================================ =====================



                                     ITEM 10
                                     -------

                                    FINANCING

     Our franchisees are eligible for expedited and streamlined Small Business
Administration ("SBA") loan processing through the SBA's Franchise Registry
Program. See www.franchiseregistry.com.

     If you are an existing franchisee who wants to open a second or third PAK
MAIL Center and if your existing PAK MAIL Center or Centers each have achieved a
minimum of $200,000 in Royalty Based Revenues during the previous 12 months,
then you may submit a written request to us to finance your discounted initial
franchise fee(s). If you qualify and are approved by us, we would finance up to
50% of your discounted initial franchise fee(s) with repayment in 24 equal
monthly installments over a 2 year period, with interest at 8% per annum. You
must sign a promissory note in a form similar to that in Exhibit I to this
Offering Circular. You may prepay the note without penalty. If you are an
entity, the note must be guaranteed by your owners or, if you are an individual,
your spouse must guaranty the note. We may accelerate payment and require you to
pay our attorneys fees and court costs if you default on any installment. You
must secure your obligations under the note by signing a Conditional Assignment
of Franchise Agreement, attached to this Offering Circular in Exhibit I, for
each franchise agreement to which you are a party, agreeing that if you default
under the note, we may terminate all of your franchise agreements. Under the
terms of the note, you must waive presentment for payment, protest and notice of
protest.

     Except as set forth above, neither we nor any agent or affiliate currently
offer, directly or indirectly, any financing arrangements to you, nor do we
guarantee any lease or other obligations for you. We can, however, recommend a
third party lender to you. We do not receive any benefit, monetary or otherwise,
from any recommended lender. We cannot estimate whether you will be able to
obtain financing for any part or all of your investment and, if so, the terms of
the financing, which will depend on your credit worthiness and other
characteristics. We do not have any past or present practice or intention to
sell, assign or discount to any third party, in whole or in part, any note,
contract or other instrument signed by you.

                                       19

</TABLE>
<PAGE>


                                     ITEM 11
                                     -------

                            FRANCHISOR'S OBLIGATIONS

     Except as listed below, we need not provide any assistance to you.

Pre-Opening Assistance.
----------------------

     Before you open your Center, we will:

     1. Designate your Protected Territory. (Section 3.2 and Exhibit I to
Franchise Agreement).

     2. Assist you in locating the site for your first Center by sending one of
our representatives to your proposed site for up to one day and, if possible,
approving a site during the visit. We require that you locate the site within 90
days of signing the Franchise Agreement. We must approve of the proposed site.
We may also assist you with lease negotiations for your proposed site by
supplying you with suggested lease provisions. No contractual limit exists on
the time it takes us to approve or disapprove your proposed site. However, we
typically take no more than five days to approve or disapprove your site.
(Section 3.1 of Franchise Agreement).

     3. Furnish you with our standards and specifications for your Center's
signs, color, decor, equipment, machines and uniforms. We must approve of your
construction plans and specifications before construction begins. (Sections 5.3,
5.4 and 5.5 of Franchise Agreement). Alternatively, we will provide Build-Out
services for you, as described below.

     4. After signing the Lease for the Center and before the Center's opening,
we furnish an initial training program described below. (Sections 6.1 and 6.2 of
Franchise Agreement).

     5. Loan you one copy of our confidential and proprietary Operations Manual,
covering the specifications, standards, and operating procedures that we require
and information about your obligations. (Section 8.1 of Franchise Agreement.)

     If you qualify and elect to participate in our Build-Out Program, before
you open your Center, we will, subject to the terms of the Build-Out Program
Addendum:

     6. Procure suitable plans and specifications conforming to our requirements
for dimensions, exterior design, materials, interior design, layout, electrical
power, signs, counters, equipment and decorating for the Center, in compliance
with applicable ordinances, building codes, permit requirements and lease
requirements and restrictions. (Section 1.a, Build-Out Program Addendum.)

     7. Obtain required construction-related permits and licenses. (Section 1.b,
Build-Out Program Addendum.)

     8. Procure fixtures, materials, equipment, modular furniture, counters and
other materials required for construction of the Center. (Section 1.c, Build-Out
Program Addendum.)

     9. Secure contractors and subcontractors to construct improvements and
install equipment and fixtures in the Center. (Section 1.d, Build-Out Program
Addendum.)

                                       20

<PAGE>


     10. Complete the construction of required improvements to the Center
premises and decorate the premises in compliance with the plans and
specifications, and deliver the completed Center to you. (Section 1.e, Build-Out
Program Addendum.)

     11. Furnish and install the required signage for the Center, if you request
it on the Build-Out Schedule attached to the Build-Out Program Addendum.
(Section 1.f, Build-Out Program Addendum.)

     12. Furnish and install certain optional equipment listed on the Build-Out
Schedule, attached to the Build-Out Program Addendum, if you request it.
(Section 1.g, Build-Out Program Addendum.)

Continuing Assistance.
---------------------

     During the operation of your Center, we:

     1. Assist you in selecting the appropriate type of marketing materials and
the timing for implementing a grand opening advertising campaign. In addition,
we assist you in determining the media, timing and placement for your Center's
ongoing marketing program. We also supply you periodically with direct mail
advertising materials to further your marketing efforts. (Section 9.1 of
Franchise Agreement).

     2. Periodically make available continuing education courses on new methods,
equipment and services. (Section 6.3 of Franchise Agreement).

     3. Advise you about any operating problems of the Center which we observe
and make recommendations for improvement with respect to (1) the methods,
standards and procedures utilized by PAK MAIL Centers, (2) required fixtures,
equipment, signs, materials and supplies, (3) advertising and promotional
programs, (4) merchandising services, and (5) administrative, bookkeeping,
accounting and general operating and management procedures. (Article 9 and
Section 13.2 of Franchise Agreement).

Advertising and Promotion.
-------------------------

     We provide marketing materials to assist in advertising your first PAK MAIL
Center, which will cost you approximately $550 to $1,000. The marketing program
includes printed advertisements and marketing materials to distribute locally,
as well as our assistance in creating the marketing program. We provide
marketing assistance on an on-going basis.

     Your Advertising Contribution of 2% of Royalty Based Revenue is payable to
us within 10 days following the end of each calendar month, based on the amount
of Royalty Based Revenue in the previous month. We deposit the Advertising Fee
in a separate bank, commercial account or savings account ("Advertising Fund").
All company-owned Centers, if any, pay into the Advertising Fund on an equal
percentage basis with all newly franchised Centers. Some existing franchisees
with older contracts contribute to the Advertising Fund at a different rate. If
you request it, we will send you a quarterly unaudited financial statement for
the Advertising Fund which indicates how the Advertising Fund has been spent
during the previous quarter. Because we do not have the Fund audited, audited
financial statements are not available to franchisees.

     We administer the Advertising Fund in our sole discretion. We use the
Advertising Fund for the creation, production or placement of commercial
advertising, agency costs and commissions, creation and production of video,
audio or written advertisements, administering multi-regional advertising
programs, including direct mail and other media advertising and employing
advertising agencies and in-house staff assistance, supporting public relations,
market research and other advertising and marketing activities. We do not spend
the Fund's money on soliciting franchisees.

                                       21

<PAGE>


     We may reimburse ourselves from the Advertising Fund for administrative
costs, salaries and overhead expenses related to the administration of the
Advertising Fund and its marketing programs, including conducting market
research, preparing material, collecting and accounting for Advertising Fund
contributions and all costs and expenses related to the Advisory Council
discussed below. In any fiscal year we may spend an amount greater or less than
the aggregate contribution of all PAK MAIL Centers to the Advertising Fund in
that year. The Advertising Fund may borrow from us or other lenders to cover
deficits or cause the Advertising Fund to invest any surplus for future use. Any
amounts remaining in the Advertising Fund at the end of each year accrue and we
apply them toward the next year's expenses. We do not guarantee that advertising
expenditures from the Advertising Fund will benefit you or any other franchisee
directly or on a pro rata basis. The Advertising Fund is not a trust fund, and
we do not owe a fiduciary duty to you with respect to the maintenance,
direction, or administration of the Advertising Fund. We assume no other direct
or indirect liability or obligation to you for collecting amounts due to any
advertising account or for maintaining, directing or administering any
advertising account.

     We use outside advertising agencies and personnel and in-house personnel to
create national advertising, including ad slicks, radio and television spots and
other marketing pieces and programs and we may purchase and place national
advertising. In the past, these have consisted of print ads in national
publications, advertisements on national on-line systems and national public
relations campaigns and television. With the exception of yellow pages
advertising, you must purchase local advertising separately through local
marketing and media sources within a geographical area. We arrange yellow pages
advertising for all Centers through a national agency and a portion of this cost
is paid with money from the Advertising Fund. With this one exception, local
advertising is your responsibility.

     You may create your own advertising and promotion materials; however, all
advertising and promotion by you must be in such media and of such type and
format as we approve, must be conducted in a dignified manner and must conform
to our standards and requirements. You may not use any advertising or
promotional plans or materials unless and until you have received written
approval from us.

     In our most recent fiscal year, we spent 24% of the Fund's proceeds on
production, 12% on website creation, advertising and maintenance, 40% on media
placement, 7% on administrative expenses, and 17% on other expenses (which
includes creative, public relations, advisory council expenses, promotional
items and freight costs).

Regional Advertising Association.
--------------------------------

     We may, upon 30 days written notice to you, create a regional advertising
association ("Association") in the market area where you are located, at which
time you will be required to become a member of the Association. In our sole
discretion, we may reallocate up to one-half of the Advertising Fund payments
received by us from franchisees in the Association located in your market area
for regional marketing and advertising programs. If you fail to participate in
the Association or pay any Association dues, this constitutes a material breach
under the Franchise Agreement. Each Association has the right, by majority vote,
to require its members to make additional contributions to the Association
monthly in an amount not greater than two percent of the Royalty Based Revenues
of the member's Center. We must approve all advertising materials before they
are used by an Association or furnished to its members. Each Association must
prepare unaudited annual financial statements and send them to you if you
request them. An Association would be formed by franchisees. We have the right
to determine the scope of the geographical areas included in each Association.
We can change and dissolve the Association. An Association would be required to
operate under a written document which franchisees could view. Either we or the
Association may create the Association's advertising, but advertising created by
the Association must have our written approval before use.

                                       22

<PAGE>


     See Items 6, 8 and 9 of this Offering Circular for more discussion of
advertising.

Franchise System Advisory Council.
---------------------------------

     Although the Franchise Agreement does not obligate us to, we sponsor a
franchisee organization called the "Pak Mail Franchise System Advisory Council"
("Advisory Council"). The Advisory Council is composed of franchisees who are
elected by other franchisees to represent their peers from designated regions
throughout the country. Council members review and discuss our advertising and
marketing programs. They communicate franchisee concerns to us about the
development and growth of the System. The Advisory Council meets three times a
year. We have the authority to change or dissolve the Advisory Council.

Operations Manual.
-----------------

     Attached to this Offering Circular as Exhibit G is the table of contents of
each volume that together comprise our Operations Manual showing the contents
and number of pages in each section. The total number of pages in our Operations
Manual is currently over 1,000.

Point of Sale Computer System.
-----------------------------

     We require that you use an electronic point of sale computer system ("POS
System") which you must purchase through us. The POS System provides you with
detailed information necessary to prepare financial statements. This POS System
permits us to receive information concerning your Center's sales. We have no
contractual limitation on our right to receive information through the POS
System. You will need to contract with an internet service provider to connect
you with our web-based e-mail system that allows us to communicate with all Pak
Mail franchisees. You will also pay us an annual fee for the e-mail network. In
addition, you will need to maintain an internet connection directly to your POS
System for Program updates and revisions and to provide us with information
directly from your POS System. We recommend that you obtain a high-speed
internet connection which is compatible with the carrier requirements for
updates and revisions to the Program. See Items 5, 6, 7, 8 and 9.

     As of the date of this Offering Circular, the POS System consists of 1GHZ
or better processor with 256 MB RAM, 20.4GB hard disk drive, Nic card, 1.44 M
floppy drive, 52X CD Rom drive, 56K modem, a monitor with touch screen, a
keyboard with built-in credit card processing, a mouse, additional LPT ports,
100MB zip drive, a cash drawer, a receipt printer, HP color inkjet report
printer, an electronic scale, power interruption and surge protection for the
computer monitor, modem and scale. The POS System also includes the following
pre-loaded software: Microsoft Windows 98, the Program, PC Anywhere, IC Verify
Credit Card Processing (single version) and UPS Worldship. If you have a second
personal computer at your Center which operates the Program, you must purchase
and install a networking kit and otherwise comply with our standards and
specifications for hardware and software. You must also buy accounting software
of your choice and buy or lease a thermal printer which meets the specifications
for printing carrier labels. We may require you to upgrade or update your POS
System. No contractual limitation exists on the frequency or cost of this
obligation.

     The Program is a proprietary software package licensed to you by ReSource,
Inc., 9250 East Costilla Avenue, Suite 235, Englewood, Colorado 80112,
303-708-1788. Earlier versions of the Program have been in continuous use by
certain of our franchisees since 1987. You are required to update and maintain

                                       23

<PAGE>
<TABLE>
<CAPTION>


the Program through ReSource, Inc. The current annual cost to update and
maintain the Program is $500 to $600. If you use the alternative mailbox
software, the annual license fee is $150.

     The hardware component of the POS System is described above. The Program
can provide custom packaging estimation, track and report shipments of
customer's packages, provide accounting and marketing information, provide
carrier pricing shells, create reports and support the mailbox function.

Site Selection and Lease Negotiation Assistance.
-----------------------------------------------

     You will select and acquire the location for your Center. When you have
selected a proposed location for your Center you will need to submit information
to us regarding the proposed location so that we may evaluate it to determine
whether it meets our criteria. This information may include demographic and
local traffic pattern statistics, all of which are important factors in our
determination of a satisfactory Center location. After you have submitted the
required information to us, we will send one of our representatives to evaluate
your proposed location in person and, if possible, to approve the location
during the visit. Our assistance with the selection and approval of a location
also includes suggested lease terms to assist you in negotiating your lease. Our
acceptance of a location does not infer or guarantee the success or
profitability of a Center at that location.

Schedule For Opening.
--------------------

     We estimate that the typical length of time between the date you sign the
Franchise Agreement and the date your Center opens will be approximately 90 to
120 days. The factors which may affect this time period are your ability to
locate a site, secure financing, and obtain a lease, as well as the extent to
which an existing location must be upgraded or remodeled, the delivery schedule
for equipment and supplies, and completing your training.

Training Program.
----------------

     Within 90 days before the opening of your Center, you are required to
attend and complete to our satisfaction the initial training program. We do not
charge you for this training, although you are responsible for all travel,
living expenses and wages for you and your employees who attend the training
session. We conduct all training at our corporate headquarters in Englewood,
Colorado. The training material consists of written, video and audiotaped
instruction. As of our most recent fiscal year end, we provided the following
initial training to franchisees.



====================================================== ======================== ==========================
                                                         Hours of Classroom
                      Subject(1)                              Training(2)           Instructor Name(3)
------------------------------------------------------ ------------------------ --------------------------
<S>                                                              <C>            <C>
Philosophy, Context of Franchising and Customer                  2.0            John Kelly
Service
------------------------------------------------------ ------------------------ --------------------------
Planning Your Center's Growth                                    1.0            Evan Lasky
------------------------------------------------------ ------------------------ --------------------------
Marketing, Advertising and Promotion                             7.5            Evan Lasky
------------------------------------------------------ ------------------------ --------------------------
Introduction to Computers                                        1.5            ReSource, Inc. Staff
------------------------------------------------------ ------------------------ --------------------------
Store Opening Overview                                           0.5            Norma Schlauderaff
------------------------------------------------------ ------------------------ --------------------------
Financial Planning/Goal Setting                                  3.5            Jim Race
------------------------------------------------------ ------------------------ --------------------------

                                       24
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


====================================================== ======================== ==========================
                                                         Hours of Classroom
                      Subject(1)                              Training(2)           Instructor Name(3)
------------------------------------------------------ ------------------------ --------------------------
<S>                                                             <C>             <C>
POS System Presentation - Hands on                              14.5            Pak Mail Staff
------------------------------------------------------ ------------------------ --------------------------
Personnel                                                        2.0            Evan Lasky
------------------------------------------------------ ------------------------ --------------------------
Purchasing                                                       1.0            Norma Schlauderaff
------------------------------------------------------ ------------------------ --------------------------
Retail                                                           0.5            Norma Schlauderaff
------------------------------------------------------ ------------------------ --------------------------
Mailbox Rental                                                   1.5            Norma Schlauderaff
------------------------------------------------------ ------------------------ --------------------------
Insurance/Alternate Declared Value                               1.5            Evan Lasky; Jeri Beery
------------------------------------------------------ ------------------------ --------------------------
UPS Domestic/International                                       3.0            Norma Schlauderaff
------------------------------------------------------ ------------------------ --------------------------
DHL Domestic and International                                   2.5            Norma Schlauderaff
------------------------------------------------------ ------------------------ --------------------------
Federal Express                                                  3.0            Linda Keylock
------------------------------------------------------ ------------------------ --------------------------
Custom Packaging                                                 5.0            Jeri Beery
------------------------------------------------------ ------------------------ --------------------------
Mail Services                                                    2.0            Norma Schlauderaff
------------------------------------------------------ ------------------------ --------------------------
Specialty Shipping                                               3.5            Alex Zai
------------------------------------------------------ ------------------------ --------------------------
Advanced Custom Packaging & Crating                              6.5            Alex Zai
====================================================== ======================== ==========================


1    For each subject, we hold training classes approximately nine times per
     year.

2    We provide nine days of training in our corporate office, two days of
     on-the-job training at a designated PAK MAIL Center operated by a
     franchisee, and three additional days of on-the-job training at your Center
     at or around the time the Center opens for business. We stress no
     particular subject at the on-the-job training.

3    John Kelly, Evan Lasky and Alex Zai's experience and backgrounds are
     described in Item 2 of this Offering Circular. Jim Race has been our
     Controller for over two years. Norma Schlauderaff has been our Education
     Director for over 18 years. Jeri Beery is our franchise technical support
     specialist and has been with us for six years. Linda Keylock has been
     employed by Federal Express for over 14 years.


                                     ITEM 12
                                     -------

                                    TERRITORY

     You may operate your Center and use the Marks and the System only at the
Franchised Location approved by us. We base our approval of your proposed
Franchised Location on a variety of factors including the viability of the
location and demographics (including number of households, household income,
number of licensed drivers and number of businesses) of the proposed Franchised
Location. We may not operate or grant any franchises for the operation of other
PAK MAIL Centers within a specified area (typically identified by the
designation of street boundaries) encompassing your Center ("Protected
Territory"). An exhibit to your Franchise Agreement specifies your Protected
Territory. You may advertise your PAK MAIL Center within or outside of your
Protected Territory, and you may serve all customers who enter your PAK MAIL

                                       25

</TABLE>
<PAGE>

Center. Continuation of your Protected Territory does not depend on the
achievement of any specified sales volume, market penetration or other
contingency. You may not change the location of your Franchised Location or the
boundaries of your Protected Territory without our written consent before making
the change. You have no option, right of first refusal or similar contractual
right to acquire additional PAK MAIL Center franchises within your Protected
Territory, but we may contract to give you an option to acquire additional
franchises in contiguous areas.

     We do not currently franchise or license any businesses selling any
products or services the same as or similar to those offered at PAK MAIL
Centers, although we may elect to do so in the future. We retain 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 your Protected Territory; (2) to use the Marks to identify services and
products other than those which you sell, to identify promotional and marketing
efforts and related items, and to identify services and products similar to
those which you sell, made available through alternative channels of
distribution, at any location; and (3) to use and license the use of other
proprietary marks or methods in connection with the sale of products and
services similar to those which you will sell, whether in alternative channels
of distribution or in connection with the operation of packaging and mailing
businesses, which businesses are the same as, or similar to, or different from
PAK MAIL Centers, (for example, if we acquire another packaging system which
uses a different name or trademark), on any terms and conditions as we
determine. We have no present plans to establish other related franchises or
company-owned businesses selling similar products or services under a different
name or trademark.


                                     ITEM 13
                                     -------

                                   TRADEMARKS

     We grant you the right to use the Marks, including the trademark and
service mark "PAK MAIL" (and design) and other trademarks, service marks and
commercial symbols that we may authorize. We have registered the following
principal trademarks on the Principal Register of the United States Patent and
Trademark Office ("USPTO"):


====================== ====================  ======================
        Mark             Registration No.     Date of Registration
---------------------- --------------------  ----------------------
 PAK MAIL and design    Reg. No. 1,372,934     November 26, 1985
---------------------- --------------------  ----------------------
      PAK MAIL          Reg. No. 1,626,262     December 4, 1990
---------------------- --------------------  ----------------------
  PAK MAIL CENTERS      Reg. No. 1,838,815      June 7, 1994
     OF AMERICA
====================== ====================  ======================


All required affidavits of use and renewals of registration have been filed.

     The Marks are used as the sole identification of a PAK MAIL Center. You
must use the Marks as the sole service marks identifying your Center. We require
that you identify yourself as the independent owner of the Center, in the manner
we specify. You may not use any Mark as part of any corporate or trade name or
with any prefix, suffix, or other modifying words, terms, designs or symbols
(other than logos licensed to you), or in any modified form, nor may you use any
Mark to identify unauthorized services or products or in any other manner not
expressly authorized in writing by us. You will be required to modify or
discontinue your use of a Mark if we require modification or discontinuance of
it, at your own expense.

                                       26

<PAGE>


     Any apparent infringement of or challenge to your use of any Mark should be
brought to our attention immediately and you may not communicate with any person
other than us or our counsel regarding any such matter. You may not settle any
claim without our written consent. We have sole discretion to take any
appropriate action. We have the right to control exclusively any litigation,
USPTO proceeding or any other administrative proceeding arising out of any
infringement, challenge or claim relating to any Mark. There are no presently
effective determinations of the USPTO, the trademark trial and appeal board, the
trademark administrator of any state or any court, any pending infringement,
opposition or cancellation proceedings or material litigation involving the
Marks.

     We do not know of any infringing uses that could materially affect your use
of the Marks in any state, although we are aware of a number of other entities
using variations of the words "Pack" and/or "Mail" to identify packaging or
mailing services. The Franchise Agreement does not obligate us to protect you
against claims of infringement or unfair competition with respect to your use of
the Marks, but it is our policy to do so when, in the opinion of our counsel,
your rights require protection. We pay all costs, including attorneys' fees and
court costs, associated with any litigation we commence or defend on your behalf
to protect the Marks and your right to use them. You must cooperate with us in
any litigation.


                                     ITEM 14
                                     -------

                 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION

     Although we have not obtained a copyright registration, we own the
copyright in our Operations Manual, training materials, advertising materials
and other works.

     No patents are material to the franchise.

     We consider our Operations Manual and all related materials as our
proprietary and confidential property. They may be used by you only as described
in the Franchise Agreement. We require that you maintain the confidentiality of
our information and adopt reasonable procedures to prevent unauthorized
disclosure of these secrets and information.


                                     ITEM 15
                                     -------

                     OBLIGATION TO PARTICIPATE IN THE ACTUAL
                       OPERATION OF THE FRANCHISE BUSINESS

     You are not required to participate personally in the direct operation of
your Center. If you (or your managing partner or shareholder) do not participate
in the day-to-day operation of the Center, you will need to designate a manager
("Principal Operator") to be responsible for the direct on-premises supervision
of the PAK MAIL Center at all times during its hours of operation. If you are a
corporation, limited liability company or partnership, we do not require that
your Principal Operator own an equity interest in the entity. You or, if
applicable, the Principal Operator, must successfully complete our mandatory
initial training program for a PAK MAIL Center. You and your managers, including
your Principal Operator, must enter into a confidentiality and noncompetition
agreement with us (Exhibit H to this Offering Circular). We make no
recommendations and have no requirements regarding employment or other written
agreements between you and your employees.

                                       27

<PAGE>
<TABLE>
<CAPTION>


     Each of your officers, directors, shareholders, partners or members may be
required to sign an agreement (Exhibit II to Franchise Agreement) personally
guaranteeing and agreeing to perform all obligations of the franchisee under the
Franchise Agreement.


                                     ITEM 16
                                     -------

                  RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL

     You may sell only those products and services approved by us and may not
use the Center or the Franchised Location for any purposes other than the
operation of a PAK MAIL Center. You will be obligated to sell the products and
services approved by Pak Mail, but you may sell certain additional products and
services approved by us, at your option. We have the right to change or
supplement the types of authorized products and services, and there are no
limits on our right to do so. Other than the above, there are no restrictions on
goods or services offered by you or on the customers to whom you may sell.


                                     ITEM 17
                                     -------

              RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

     This table lists certain important provisions of the Franchise Agreement
and related agreements. You should read these provisions in the exhibits
attached to this Offering Circular.


========================================= ===================================== ===================================================
                   Provision                 Section in Franchise Agreement                          Summary
----------------------------------------- ------------------------------------- ---------------------------------------------------
<S>                                                  <C>                        <C>
a.    Term of the franchise                           Section 17.1              10 years
----------------------------------------- ------------------------------------- ---------------------------------------------------
b.    Renewal or extension of the term           Sections 17.2 and 17.3         Option to renew for an additional term
----------------------------------------- ------------------------------------- ---------------------------------------------------
c.    Requirements for you to renew or         Section 17.2                     Substantial compliance with terms of Franchise
      extend                                                                    Agreement, remodel, pay fee, sign new agreement
                                                                                and release.
----------------------------------------- ------------------------------------- ---------------------------------------------------
d.    Termination by you                              Section 18.1              If we fail to comply with Franchise Agreement
                                                                                and fail to cure within 30 days.
----------------------------------------- ------------------------------------- ---------------------------------------------------
e.    Termination by us without cause                     None                                   N/A
----------------------------------------- ------------------------------------- ---------------------------------------------------
f.    Termination by us with cause               Sections 18.2 and 18.3         We can terminate only if you commit any one of
                                                                                several listed violations.
----------------------------------------- ------------------------------------- ---------------------------------------------------
g.    "Cause" defined-defaults which you         Sections 18.2 and 18.3         30 days for operational defaults, 10 days for
      can cure                                                                      monetary defaults.
----------------------------------------- ------------------------------------- ---------------------------------------------------
h.    "Cause" defined-defaults which you              Section 18.2              Unauthorized disclosure, conviction of a crime,
      cannot cure                                                               abandonment, unapproved transfers, bankruptcy*,
                                                                                assignment for benefit of creditors, unsatisfied
                                                                                judgments, levy, foreclosure, repeated violations,
                                                                                misuse of Marks.
----------------------------------------- ------------------------------------- ---------------------------------------------------

                                                                 28
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<PAGE>
<TABLE>
<CAPTION>


========================================= ===================================== ===================================================
                   Provision                 Section in Franchise Agreement                          Summary

----------------------------------------- ------------------------------------- ---------------------------------------------------
<S>                                                   <C>                       <C>
i.    Your obligations on termination/                Section 18.5              Pay outstanding amounts, de-identification of
      nonrenewal                                                                Center, return of confidential information,
                                                                                covenant not to compete (see also r).
----------------------------------------- ------------------------------------- ---------------------------------------------------
j.    Assignment of contract by us                    Section 16.6              No restriction on our right to assign.
----------------------------------------- ------------------------------------- ---------------------------------------------------
k.    "Transfer" by you -                             Section 16.1              Includes transfer of Franchise Agreement or
      definition                                                                Center or any change in ownership of franchisee
                                                                                entity.
----------------------------------------- ------------------------------------- ---------------------------------------------------
l.    Our approval of transfer by you                 Section 16.3              We have the right to approve all transfers, but
                                                                                we may not unreasonably withhold our consent.
----------------------------------------- ------------------------------------- ---------------------------------------------------
m.    Conditions for our approval of                  Section 16.2              Transferee qualifies, all amounts due are paid in
      transfer                                                                  full, transferee completes training, transfer fee
                                                                                paid, then current contract signed, franchisee
                                                                                signs general release and non-competition
                                                                                covenant.
----------------------------------------- ------------------------------------- ---------------------------------------------------
n.    Our right of first refusal to                   Section 16.4              We may match any offer.
      acquireyour business
----------------------------------------- ------------------------------------- ---------------------------------------------------
o.    Our option to purchase your                     Section 18.4              We can buy your Center or portion of the assets
      business                                                                  on termination or expiration for their market
                                                                                value less goodwill attributable to our Marks and
                                                                                System.
----------------------------------------- ------------------------------------- ---------------------------------------------------
p.    Your death or disability                        Section 16.7              Franchise must be assigned to approved buyer
                                                                                within 120 days.
----------------------------------------- ------------------------------------- ---------------------------------------------------
q.    Non-competition covenants during                Section 20.1              No involvement in competing business and no
      the term of the franchise                                                 diversion.
----------------------------------------- ------------------------------------- ---------------------------------------------------
r.    Non-competition covenants after                 Section 20.2              No competing business for 2 years within 25 miles
      the franchise is terminated or                                            of your Center or any other Center.
      expires
----------------------------------------- ------------------------------------- ---------------------------------------------------
s.    Modification of the agreement                   Section 22.2              No modifications generally but Operations Manual
                                                                                subject to change.
----------------------------------------- ------------------------------------- ---------------------------------------------------
t.    Integration/merger clause                       Section 22.3              Only terms of Franchise Agreement are binding
                                                                                (subject to state law).
----------------------------------------- ------------------------------------- ---------------------------------------------------
u.    Dispute resolution by arbitration                   None                  Not applicable.
      or mediation
----------------------------------------- ------------------------------------- ---------------------------------------------------
v.    Choice of forum                                 Section 22.1              Litigation in Colorado (subject to state law).
----------------------------------------- ------------------------------------- ---------------------------------------------------
w.    Choice of law                                   Section 22.1              Colorado law applies (subject to state law).
========================================= ===================================== ===================================================


          * This provision may not be enforceable under federal bankruptcy law.

                                                                 29
</TABLE>

<PAGE>


     These states have statutes which may supersede the Franchise Agreement in
your relationship with us, including the areas of termination and renewal of
your franchise: ARKANSAS [Stat. Sections 4-72-201 to 4-72-210], CALIFORNIA [Bus.
& Prof. Code Sections 20000-20043], CONNECTICUT [Gen. Stat. Ch. 739, Sections
42-133e to 42-133h], DELAWARE [Title 6, Ch. 25, Code Sections 2551-2556], HAWAII
[Title 26, Rev. Stat. Section 482E-6], ILLINOIS [ILCS, Ch.815, Sections
705/1-705/44], INDIANA [Code Section 23-2-2.7-1 to 7], IOWA [Title XX, Code
Sections 523H.1-523H.17], MARYLAND [Ann. Code Sections 11-1301 to 11-1307],
MICHIGAN [1979 Comp. Laws, Section 445.1527], MINNESOTA [1996 Stat. Section
80C.14], MISSISSIPPI [Code Sections 75-24-51 to 75-24-63], MISSOURI [Rev. Stat.
Sections 407.400-407.410, 407.413, 407.420], NEBRASKA [Rev. Stat. Sections
87-401 to 87-410], NEW JERSEY [Rev. Stat. Sections 56:10-1 to 56:10-12], SOUTH
DAKOTA [Codif. L. Section 37-5A-51], VIRGINIA [Code Sections 13.1-557-574],
WASHINGTON [Rev. Code Sections 19.100.180, 19.100.190], WISCONSIN [Stat.
Sections 135.01 - 135.07], DISTRICT OF COLUMBIA [Code Sections 29-1201 to
29-1208], PUERTO RICO [Ann. Laws, Title 10, Ch. 14, Sections 278-278d], VIRGIN
ISLANDS [Code Ann., Title 12A, Ch. 2, Subch. III, Sections 130-139]. These and
other states may have court decisions which may supersede the Franchise
Agreement in your relationship with the Franchisor, including the areas of
termination and renewal of your franchise.


                                     ITEM 18
                                     -------

                                 PUBLIC FIGURES

     There is no compensation or other benefit given or promised to any public
figure arising from either the use of the public figure in the name or symbol of
the franchise or the endorsement or recommendation of the franchise by the
public figure in advertisements. There are no public figures involved in our
management.

     The Franchise Agreement does not prohibit you from using the name of a
public figure or celebrity in your promotional efforts or advertising; however,
all advertising requires our approval.


                                     ITEM 19
                                     -------

                                 EARNINGS CLAIMS
              REPORT OF GROSS SALES OF FRANCHISED PAK MAIL CENTERS

CAUTION: THE FOLLOWING DATA SHOULD NOT BE CONSIDERED AS THE ACTUAL OR POTENTIAL
INCOME OR RESULTS OF OPERATIONS OF ANY PARTICULAR FRANCHISE. WE DO NOT REPRESENT
THAT YOU CAN EXPECT TO ATTAIN THESE GROSS SALES LEVELS. A FRANCHISEE'S FINANCIAL
RESULTS ARE LIKELY TO DIFFER FROM THE FIGURES PRESENTED. SEE ATTACHED NOTES.

                                                  NO. OF              AVERAGE
                                                 CENTERS               SALES
                                                 -------              -------

AVERAGE ANNUAL SALES: TOP 10%                       28              $ 540,525

AVERAGE ANNUAL SALES: TOP 30%                       84              $ 374,866

AVERAGE ANNUAL SALES: TOP 50%                      140              $ 310,983

AVERAGE ANNUAL SALES: ALL CENTERS                  279              $ 219,226

                                       30

<PAGE>


                                EXPLANATORY NOTES
        (Containing Summary of Factual Data and Significant Assumptions)

     1. The data set forth above represents the reported gross sales of 279
franchised PAK MAIL Centers that were in operation at least two years before the
reporting period of December 1, 2000 through November 30, 2001.

     2. Aside from geographical and demographic differences and managerial
emphasis, there are no material differences in the products, services, training
or support offered to any franchisee. Differences in sales volumes are
attributable to the amount of time a PAK MAIL Center has been open, geographical
and demographic differences, and a franchisee's ability and willingness to
follow system guidelines.

     3. The sales of products and services by franchised PAK MAIL Centers
include those which reflect higher revenue margins such as freight, business
services, custom packaging, etc. and those which reflect little or no revenue
margins such as postage stamp sales. The mix of products and services varies at
the discretion of each franchisee.

     4. The above information was prepared from royalty reports provided by each
individual franchisee. A franchisee pays us a royalty based on sales. However,
we know of no instance, and have no reason to believe, that any franchisee would
overstate its level of sales receipts in its royalty report.

     5. This information represents aggregate results of sales reported to us
and should not be considered the actual or probable sales which will be achieved
by any individual franchisee. We do not represent that any prospective
franchisee can expect to attain these results. A franchisee's results are likely
to be lower in its first year of business. We recommend that the prospective
franchisee make his or her own independent investigation to determine whether or
not a franchise may be profitable. We further recommend that prospective
franchisees consult with professional advisors before executing any agreement.

     6. Actual results may vary from franchise to franchise and depend on a
variety of internal and external factors, many of which neither we nor any
prospective franchisee can estimate, such as competition, economic climate,
demographics, changing consumer demands, etc. A franchisee's ability to achieve
any level of gross sales or net income will depend on these factors and others,
including the franchisee's level of expertise, none of which are within our
control. Accordingly, we cannot, and do not, estimate the results of any
particular franchise.

     Substantiation for this data will be made available for inspection at our
headquarters and will be provided to all prospective franchisees upon request.

     EXCEPT FOR THE INFORMATION IN THIS ITEM, NO REPRESENTATIONS OR STATEMENTS
OF ACTUAL, AVERAGE, PROJECTED, FORECASTED OR POTENTIAL SALES, COSTS, INCOME OR
PROFITS ARE MADE TO FRANCHISEES BY US. WE DO NOT FURNISH OR MAKE, OR AUTHORIZE
OUR SALES PERSONNEL TO FURNISH OR MAKE, ANY ORAL OR WRITTEN INFORMATION
CONCERNING THE ACTUAL, AVERAGE, PROJECTED, FORECASTED OR POTENTIAL SALES, COSTS,
INCOME OR PROFITS OF A FRANCHISE OR PROSPECTS OR CHANCES OF SUCCESS THAT ANY
FRANCHISEE CAN EXPECT OR THAT PRESENT OR PAST FRANCHISEES HAVE HAD, OTHER THAN
AS SET FORTH IN THIS ITEM. WE DISCLAIM AND WILL NOT BE BOUND BY ANY UNAUTHORIZED
REPRESENTATIONS.

                                       31

<PAGE>
<TABLE>
<CAPTION>


                                                               ITEM 20
                                                           LIST OF OUTLETS

                                                             FRANCHISED
                                                        STORE STATUS SUMMARY
                                                  FOR FISCAL YEARS 2001/2000/1999 (1)

=============== =============== ================= ================ ================== ============ ================ ===============
                                Cancelled or      Not Renewed by                      Left the     Total from       Franchisees
                                Terminated by     Franchisor       Reacquired by      System/      Left Columns     Operating at
State           Transfers       Franchisor                         Franchisor         Other        (2)              Year End
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
<S>                 <C>             <C>               <C>               <C>             <C>             <C>             <C>
Alabama             0/0/0            0/0/0             0/0/0             0/0/0           0/1/1          0/1/1            3/3/5
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Arkansas            1/0/1            0/0/0             0/0/0             0/0/0           2/0/0          3/0/1            5/6/5
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Arizona             1/1/0            0/0/0             0/0/0             0/0/0           2/0/1          3/1/1            5/7/9
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
California          1/2/3            0/0/0             0/0/0             0/0/0           2/5/1          3/7/4           14/16/21
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Colorado            3/3/4            1/0/0             0/0/0             0/0/0           1/2/3          5/5/7           16/18/18
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Connecticut         0/0/0            0/0/0             0/0/0             0/0/0           0/1/0          0/1/0            3/3/4
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Delaware            1/0/0            0/0/0             0/0/0             0/0/0           0/0/0          1/0/0            1/1/1
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Florida            19/14/14          2/0/1             0/0/0             0/0/0           6/7/7        27/21/22          85/84/85
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Georgia            10/10/5           0/0/0             0/0/0             0/0/0           3/3/3         13/13/8          35/36/41
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Idaho               0/2/1            0/0/0             0/0/0             0/0/0           0/0/1          0/2/2            12/3/3
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Illinois            1/1/2            0/0/0             0/0/0             0/0/0           2/2/1          3/3/3           8/14/15
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Indiana             2/0/0            0/0/0             0/0/0             0/0/0           1/0/1          3/0/1            4/9/8
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Iowa                0/0/0            0/0/0             0/0/0             0/0/0           0/0/1          0/0/1            3/4/5
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Kansas              0/1/1            0/0/0             0/0/0             0/0/0           1/0/1          1/1/2            2/3/3
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Kentucky            0/0/0            0/0/0             0/0/0             0/0/0           0/0/0          0/0/0             0/01
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Louisiana           0/0/0            0/0/0             0/0/0             0/0/0           1/0/0          1/0/0            3/2/1
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Maryland            1/0/0            0/0/0             0/0/0             0/0/0           0/0/0          1/0/0            3/2/2
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Massachusetts       1/0/0            0/0/0             0/0/0             0/0/0           1/1/0          2/1/0            1/3/4
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Michigan            0/1/0            0/0/0             0/0/0             0/0/0           3/0/0          3/1/0           17/20/14
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Minnesota           0/0/0            0/0/0             0/0/0             0/0/0           0/0/0          0/0/0            2/2/2
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Mississippi         0/0/0            0/0/0             0/0/0             0/0/0           0/0/0          0/0/0            1/0/0
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Missouri            0/2/0            0/0/0             0/0/0             0/0/0           1/0/1          1/2/1            8/8/8
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Nebraska            0/1/0            0/0/0             0/0/0             0/0/0           0/0/0          0/1/0            1/1/1
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Nevada              0/0/1            0/0/0             0/0/0             0/0/0           0/0/0          0/0/1            1/1/1
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
New Hampshire       0/0/0            0/0/0             0/0/0             0/0/0           0/0/0          0/0/0            2/2/2
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------

                                                                 32
</TABLE>

<PAGE>
<TABLE>
<CAPTION>



=============== =============== ================= ================ ================== ============ ================ ===============
                                Cancelled or      Not Renewed by                      Left the     Total from       Franchisees
                                Terminated by     Franchisor       Reacquired by      System/      Left Columns     Operating at
State           Transfers       Franchisor                         Franchisor         Other        (2)              Year End
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
<S>                 <C>              <C>               <C>               <C>             <C>           <C>              <C>
New Jersey          0/0/1            0/0/0             0/0/0             0/0/0           0/1/0          0/1/1            4/4/5
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
New Mexico          0/0/0            0/0/0             0/0/0             0/0/0           0/0/0          0/0/0            2/2/2
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
New York            0/0/1            0/0/0             0/0/0             0/0/0           0/0/1          0/0/2            5/5/6
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
North Carolina      1/0/0            0/0/0             0/0/0             0/0/0           0/1/0          1/1/0           10/9/10
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
North Dakota        1/0/0            0/0/0             0/0/0             0/0/0           0/0/0          1/0/0            1/1/1
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Ohio                3/0/0            0/0/0             0/0/0             0/0/0           1/0/0          4/0/0            8/9/7
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Oklahoma            0/0/0            0/0/0             0/0/0             0/0/0           1/0/0          1/0/0            1/2/1
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Oregon              1/0/2            1/0/0             0/0/0             0/0/0           0/0/0          2/0/2            8/8/4
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Pennsylvania        0/0/0            0/0/0             0/0/0             0/0/0           0/0/0          0/0/0            2/2/1
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Rhode Island        0/1/0            0/0/0             0/0/0             0/0/0           0/0/0          0/1/0            1/1/1
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
South Carolina      2/9/0            0/0/0             0/0/0             0/0/0           3/1/0         5/10/0           13/15/16
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Tennessee           4/5/0            0/0/0             0/0/0             0/0/0           0/0/0          4/5/0           17/14/13
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Texas               2/1/1            0/0/0             0/0/0             0/0/0           3/0/0          5/1/1           16/12/8
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Utah                0/0/0            0/0/0             0/0/0             0/0/0           0/0/3          0/0/3            0/0/2
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Virginia            2/0/0            0/0/0             0/0/0             0/0/0           0/0/0          2/0/0            9/8/8
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Washington          0/0/0            0/0/0             0/0/0             0/0/0           0/0/0          0/0/0            2/1/1
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
Wisconsin           0/0/1            0/0/0             0/0/0             0/0/0           0/0/1          0/0/2            4/4/4
--------------- --------------- ----------------- ---------------- ------------------ ------------ ---------------- ---------------
TOTALS             57/54/38          4/0/1             0/0/0             0/0/0         34/25/27       95/79/66        338/345/349
=============== =============== ================= ================ ================== ============ ================ ===============


     (1)  All numbers are as of November 30 for each year.

     (2)  The numbers in the "Total" column may exceed the number of Centers
          affected because several events may have affected the same Center. For
          example, the same Center may have had multiple owners.



                         STATUS OF COMPANY OWNED STORES
                         FOR FISCAL YEARS 2001/2000/1999

                                      NONE

                                       33

</TABLE>

<PAGE>


                               PROJECTED OPENINGS
                               OF PAK MAIL CENTERS
                             AS OF NOVEMBER 30, 2001

=============== ================== =================== =====================
                    FRANCHISE          PROJECTED             PROJECTED
                    AGREEMENTS      FRANCHISED NEW         COMPANY OWNED
                 SIGNED BUT STORE   STORES IN FISCAL        OPENINGS IN
STATE               NOT OPENED         YEAR 2002          FISCAL YEAR 2002
--------------- ------------------ ------------------- ---------------------
Arkansas                1                  1                     0
--------------- ------------------ ------------------- ---------------------
California              0                  2                     0
--------------- ------------------ ------------------- ---------------------
Florida                 8                  8                     0
--------------- ------------------ ------------------- ---------------------
Georgia                 1                  1                     0
--------------- ------------------ ------------------- ---------------------
Idaho                   1                  0                     0
--------------- ------------------ ------------------- ---------------------
North Carolina          2                  3                     0
--------------- ------------------ ------------------- ---------------------
Oregon                  0                  1                     0
--------------- ------------------ ------------------- ---------------------
South Carolina          1                  0                     0
--------------- ------------------ ------------------- ---------------------
Tennessee               1                  2                     0
--------------- ------------------ ------------------- ---------------------
Texas                   1                  4                     0
--------------- ------------------ ------------------- ---------------------
Virginia                0                  1                     0
--------------- ------------------ ------------------- ---------------------
Washington              0                  1                     0
--------------- ------------------ ------------------- ---------------------
TOTALS                 17                 24                     0
=============== ================== =================== =====================


     A list of names of all Franchisees and the addresses and telephone numbers
of their Centers are listed as Exhibit C to this Offering Circular. A list of
the name and last known home address and telephone number of every Franchisee
who has had a franchise terminated, cancelled, not renewed, or otherwise
voluntarily or involuntarily ceased to do business under the Franchise Agreement
during fiscal year 2001 or who has not communicated with us within 10 weeks of
the date of this Offering Circular is listed on Exhibit D to this Offering
Circular.


                                     ITEM 21
                                     -------

                              FINANCIAL STATEMENTS

     Attached to this Offering Circular as Exhibit E are our balance sheets as
of November 30, 2000 and 2001 and the related statements of income,
stockholders' equity and cash flows for each of the years in the three year
period ended November 30, 2001.

                                       34

<PAGE>


                                     ITEM 22
                                     -------

                                    CONTRACTS

     Attached to this Offering Circular are the following franchise-related
contracts:

     Exhibit B         Franchise Agreement
     Exhibit F         Amendment to Franchise Agreement (Conversion)
     Exhibit H         Confidentiality and Noncompetition Agreement
     Exhibit I         Promissory Note, Addendum and Conditional Assignment of
                       Franchise Agreement

                                       35

<PAGE>


                                     ITEM 23
                                     -------

                                     RECEIPT
                        (Keep this copy for your records)

THIS OFFERING CIRCULAR SUMMARIZES CERTAIN PROVISIONS OF THE FRANCHISE AGREEMENT
AND OTHER INFORMATION IN PLAIN LANGUAGE. READ THIS OFFERING CIRCULAR AND ALL
AGREEMENTS CAREFULLY.

IF PAK MAIL OFFERS YOU A FRANCHISE, PAK MAIL MUST PROVIDE THIS OFFERING CIRCULAR
TO YOU BY THE EARLIEST OF:

A.   THE FIRST PERSONAL MEETING TO DISCUSS OUR FRANCHISE; OR

B.   TEN BUSINESS DAYS BEFORE SIGNING OF A BINDING AGREEMENT; OR

C.   TEN BUSINESS DAYS BEFORE ANY PAYMENT TO PAK MAIL.

YOU MUST ALSO RECEIVE A FRANCHISE AGREEMENT CONTAINING ALL MATERIAL TERMS AT
LEAST FIVE BUSINESS DAYS BEFORE YOU SIGN A FRANCHISE AGREEMENT.

IF PAK MAIL DOES NOT DELIVER THIS OFFERING CIRCULAR ON TIME OR IF IT CONTAINS A
FALSE OR MISLEADING STATEMENT, OR A MATERIAL OMISSION, A VIOLATION OF FEDERAL
AND STATE LAW MAY HAVE OCCURRED AND SHOULD BE REPORTED TO THE FEDERAL TRADE
COMMISSION, WASHINGTON D.C. 20580 AND THE APPROPRIATE STATE AGENCY IDENTIFIED ON
EXHIBIT A.

Pak Mail authorizes the respective state agents identified on Exhibit A to
receive service of process for Pak Mail in the particular state.

I have received a Uniform Franchise Offering Circular dated February 28, 2002.
This Offering Circular included the following Exhibits:

     A        List of State Agencies/Agents for Service of Process
     B        Franchise Agreement
     C        List of Franchisees
     D        Franchisees Who Have Left The System
     E        Financial Statements
     F        Amendment to Franchise Agreement (Conversion)
     G        Operations Manual Table of Contents
     H        Confidentiality and Noncompetition Agreement
     I        Promissory Note, Addendum and Conditional Assignment of Franchise
              Agreement
     J        Closing Acknowledgement
     K        Receipt of Offering Circular



-------------------                         -----------------------------------
Date                                        Prospective Franchisee


                                            -----------------------------------

<PAGE>


                                     RECEIPT
                            (Return this copy to us)

THIS OFFERING CIRCULAR SUMMARIZES CERTAIN PROVISIONS OF THE FRANCHISE AGREEMENT
AND OTHER INFORMATION IN PLAIN LANGUAGE. READ THIS OFFERING CIRCULAR AND ALL
AGREEMENTS CAREFULLY.

IF PAK MAIL OFFERS YOU A FRANCHISE, PAK MAIL MUST PROVIDE THIS OFFERING CIRCULAR
TO YOU BY THE EARLIEST OF:

A.   THE FIRST PERSONAL MEETING TO DISCUSS OUR FRANCHISE; OR

B.   TEN BUSINESS DAYS BEFORE SIGNING OF A BINDING AGREEMENT; OR

C. TEN BUSINESS DAYS BEFORE ANY PAYMENT TO PAK MAIL.

YOU MUST ALSO RECEIVE A FRANCHISE AGREEMENT CONTAINING ALL MATERIAL TERMS AT
LEAST FIVE BUSINESS DAYS BEFORE YOU SIGN A FRANCHISE AGREEMENT.

IF PAK MAIL DOES NOT DELIVER THIS OFFERING CIRCULAR ON TIME OR IF IT CONTAINS A
FALSE OR MISLEADING STATEMENT, OR A MATERIAL OMISSION, A VIOLATION OF FEDERAL
AND STATE LAW MAY HAVE OCCURRED AND SHOULD BE REPORTED TO THE FEDERAL TRADE
COMMISSION, WASHINGTON D.C. 20580 AND THE APPROPRIATE STATE AGENCY IDENTIFIED ON
EXHIBIT A.

Pak Mail authorizes the respective state agents identified on Exhibit A to
receive service of process for Pak Mail in the particular state.

I have received a Uniform Franchise Offering Circular dated February 28, 2002.
This Offering Circular included the following Exhibits:

     A        List of State Agencies/Agents for Service of Process
     B        Franchise Agreement
     C        List of Franchisees
     D        Franchisees Who Have Left The System
     E        Financial Statements
     F        Amendment to Franchise Agreement (Conversion)
     G        Operations Manual Table of Contents
     H        Confidentiality and Noncompetition Agreement
     I        Promissory Note, Addendum and Conditional Assignment of Franchise
              Agreement
     J        Closing Acknowledgement
     K        Receipt of Offering Circular



-------------------                         -----------------------------------
Date                                        Prospective Franchisee


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