ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                        PAK MAIL CENTERS OF AMERICA, INC.


     Pursuant to the provisions of the Colorado  Business  Corporation  Act, the
undersigned  corporation  adopts the  following  Articles  of  Amendment  to its
Articles of Incorporation:

     FIRST: The name of the corporation is Pak Mail Centers of America, Inc.

     SECOND: The following amendments to the Articles of Incorporation were duly
adopted by the board of  directors  on December 18,  1997,  in  accordance  with
Section 7-106- 102 of the Colorado Business Corporation Act.

     Article IV of the Articles of Incorporation is hereby amended by adding the
following:

          4.10  Series C  Preferred  Stock.  2,500  shares of the  Corporation's
     preferred  stock  shall  consist of Series C Preferred  Stock  (hereinafter
     referred  to as "Series C Preferred  Stock").  Such number of shares may be
     decreased, at any time and from time to time, by resolution of the Board of
     Directors;  provided that no decrease  shall reduce the number of shares of
     Series C  Preferred  Stock to a number  less than that of the  shares  then
     outstanding.  The Series C Preferred  Stock shall rank senior to the Common
     Stock and  subordinate to the Series A and Series B Preferred  Stock of the
     Corporation   with  respect  to  the  payment  of  dividends   and  to  the
     distribution  of assets upon  liquidation,  dissolution  or winding up. The
     rights, preferences,  privileges and restrictions imposed upon the Series C
     Preferred Stock are as follows:

          (a) Dividends.  (i) For the purposes of this Paragraph (a), each March
     31 (other  than March 31,  1998) on which any Series C  Preferred  Stock is
     outstanding  shall be deemed to be a  "Dividend  Due Date." The  holders of
     Series C Preferred  Stock  shall be  entitled  to receive,  if, when and as
     declared by the Board of Directors out of funds legally available therefor,
     cumulative  dividends  at the  rate  of  $60.00  per  twelve  month  period
     commencing  December 1, 1997, on each share of Series C Preferred Stock and
     no more, calculated on the basis of a year of 360 days consisting of twelve
     30-day  months.  Dividends  shall be payable  annually on each Dividend Due
     Date,  commencing  March 31, 1999. If less than a twelve month period shall
     have  elapsed  from  December 1 of any year to the date on which a share of
     Series C Preferred  Stock is no longer  outstanding,  the dividend  payable
     with  respect  to such  share of Series C  Preferred  Stock on the date the
     share of Series C Preferred Stock is no longer  outstanding shall be $60.00
     multiplied by a fraction, the numerator of which is the number of days from
     


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     the preceding December 1, to the date the share of Series C Preferred Stock
     is no longer  outstanding  and the  denominator of which is 360. The record
     date for the payment of dividends on the Series C Preferred  Stock shall in
     no event be more than sixty (60) days prior to a Dividend Due Date.

          On each  Dividend Due Date all  dividends  which shall have accrued on
     each share of Series C Preferred  Stock  outstanding  on such  Dividend Due
     Date shall  accumulate  and be deemed to become "due".  Any dividend  which
     shall not be paid on the Dividend Due Date shall be deemed to be "past due"
     until such dividend  shall be paid or until the share of Series C Preferred
     Stock with  respect to which  such  dividend  became due shall no longer be
     outstanding,  whichever is the earlier to occur. No interest,  sum of money
     in lieu of interest,  or other  property or securities  shall be payable in
     respect of any dividend  payment or payments which are past due.  Dividends
     paid on shares of Series C Preferred Stock in an amount less than the total
     amount of such dividends at the time accumulated and payable on such shares
     shall be allocated pro rata on a share-by-share basis among all such shares
     at the time outstanding.

          All  dividends  with respect to the Series C Preferred  Stock that are
     due or past due shall be payable by the  Corporation in connection with the
     redemption or repurchase of shares of such Series C Preferred Stock or upon
     the liquidation, dissolution or winding up of the Corporation.

          If a dividend  upon any  shares of Series C  Preferred  Stock,  or any
     other  outstanding  preferred stock of the Corporation  ranking on a parity
     with the Series C  Preferred  Stock as to  dividends,  is in  arrears,  all
     dividends or other  distributions  declared  upon each series of such stock
     (other than  dividends paid in stock of the  Corporation  ranking junior to
     the  Series  C  Preferred  Stock  as to  dividends  and  upon  liquidation,
     dissolution  or winding  up) may only be  declared  pro rata so that in all
     cases the amount of dividends or other distributions  declared per share on
     each such  series  bears to each other the same ratio that the  accumulated
     and unpaid  dividends  per share on the shares of each such  series bear to
     each other.  Except as set forth  above,  if a dividend  upon any shares of
     Series C Preferred Stock, or any other outstanding stock of the Corporation
     ranking on a parity with the Series C Preferred  Stock as to dividends,  is
     in arrears: (A) no dividends, in cash, stock or other property, may be paid
     or declared and set aside for payment or any other  distribution  made upon
     any stock of the Corporation ranking junior to the Series C Preferred Stock
     as to  dividends  (other than  dividends or  distributions  in stock of the
     Corporation  ranking junior to the Series C Preferred Stock as to dividends
     and upon  liquidation,  dissolution  or  winding  up);  (B) no stock of the
     Corporation  ranking on a parity  with the Series C  Preferred  Stock as to
     dividends  may be (1)  redeemed  pursuant to a sinking  fund or  otherwise,
     

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     except a) by means of a redemption pursuant to which all outstanding shares
     of the Series C Preferred Stock and all stock of the Corporation ranking on
     a parity with the Series C Preferred  Stock as to dividends are redeemed or
     pursuant  to which a pro rata  redemption  is made from all  holders of the
     Series C  Preferred  Stock and all stock of the  Corporation  ranking  on a
     parity  with the  Series C  Preferred  Stock as to  dividends,  the  amount
     allocable to each series of such stock being determined on the basis of the
     aggregate  liquidation  preference of the outstanding shares of each series
     and the shares of each series being  redeemed only on a pro rata basis,  or
     b) by  conversion  of such parity  stock  into,  or exchange of such parity
     stock  for,  stock  of the  Corporation  ranking  junior  to the  Series  C
     Preferred  Stock as to  dividends  and  upon  liquidation,  dissolution  or
     winding up, or (2) purchased or otherwise acquired for any consideration by
     the Corporation  except a) pursuant to an acquisition  made pursuant to the
     terms of one or more offers to purchase  all of the  outstanding  shares of
     the Series C Preferred Stock and all stock of the Corporation  ranking on a
     parity  with the Series C Preferred  Stock as to  dividends  (which  offers
     shall describe such proposed  acquisition of all such parity stock),  which
     offers shall each have been  accepted by the holders of at least 50% of the
     shares of each series or class of stock receiving such offer outstanding at
     the commencement of the first such purchase offers,  or b) by conversion of
     such parity stock into, or exchange of such parity stock for,  stock of the
     Corporation  ranking junior to the Series C Preferred Stock as to dividends
     and upon  liquidation,  dissolution or winding up; and (C) no stock ranking
     junior to the Series C Preferred  Stock as to  dividends  may be  redeemed,
     purchased,  or otherwise acquired for consideration  (including pursuant to
     sinking fund requirements)  except by conversion into or exchange for stock
     of the  Corporation  ranking  junior to the Series C Preferred  Stock as to
     dividends and upon liquidation, dissolution or winding up.

          (ii)  The   Corporation   shall  not  permit  any  subsidiary  of  the
     Corporation to purchase or otherwise  acquire for  consideration any shares
     of  stock  of  the  Corporation   unless  the  Corporation   could,   under
     subparagraph (i) of this Paragraph (a),  purchase or otherwise acquire such
     shares at such time and in such manner.

          (b) Voting  Rights.  Except as provided  in this  Paragraph  (b),  the
     Series C Preferred  Stock shall not have any right to vote for the election
     of  directors or for any other  purpose.  So long as the Series C Preferred
     Stock is outstanding,  the Corporation  shall not,  without the affirmative
     vote or consent of the  holders of at least a majority  of all  outstanding
     shares of Series C Preferred  Stock voting  separately as a series,  amend,
     alter or repeal any  provision  of the  Articles  of  Incorporation  or the
     Bylaws of the Corporation so as to adversely affect the powers, preferences
     or special rights of the Series C Preferred Stock.  Without the affirmative
    

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     vote or consent of the  holders of at least a majority  of all  outstanding
     shares of Series C Preferred Stock, the Corporation shall not authorize, or
     increase  the  authorized  amount of, any class or series of stock,  or any
     equity  security  convertible  into stock of such class or series,  ranking
     senior  to the  Series C  Preferred  Stock in  respect  of the  payment  of
     dividends  or upon  liquidation,  dissolution  or winding  up. The Series C
     Preferred Stock shall also be entitled to vote as a series (the affirmative
     vote or consent of the  holders of at least a majority  of the  outstanding
     shares of Series C Preferred Stock being required) on any  reclassification
     of the Series C Preferred  Stock and to vote on any matter with  respect to
     which a class or  series  vote by the  Series C  Preferred  Stock  (whether
     together with another class or series of the stock of the Corporation or by
     itself) shall be expressly required by Colorado law and on any other matter
     with respect to which the Corpor-  ation's Board of Directors  shall direct
     (whether  together  with  another  class  or  series  of the  stock  of the
     Corporation or by itself) that the Series C Preferred  Stock is to be voted
     as a separate  class or series.  A class or series  vote on the part of the
     Series C Preferred Stock shall,  without  limitation,  specifically  not be
     required (except as otherwise  required by law or resolution of the Corpor-
     ation's  Board of Directors) in  connection  with:  (A) the  authorization,
     issuance or increase  in the  authorized  amount of any shares of any other
     class or series of stock which ranks  junior to, or on a parity  with,  the
     Series  C  Preferred  Stock  as to  dividends  and  upon  the  liquidation,
     dissolution  or  winding  up of the  Corporation;  (B)  the  authorization,
     issuance or increase in the amount of any bonds,  mortgages,  debentures or
     other obligations of the Corporation;  or (C) any  reclassification  of any
     stock ranking junior to, or on a parity with, the Series C Preferred  Stock
     as to dividends and upon liquidation, dissolution or winding up.

          The  affirmative  vote or consent of the  holders of a majority of the
     outstanding  shares  of Series C  Preferred  Stock,  voting  or  consenting
     separately  as a series,  shall be  required  to approve  (i) any merger or
     consolidation  of the  corporation  with or into any other  corporation  or
     entity,  (ii) any sale, lease,  exchange or other transfer of a majority of
     the assets of the  Corporation  and (iii) any  issuance of shares of Common
     Stock of the Corporation  that would cause the ownership of the outstanding
     shares of Common Stock by the holders of shares of Series C Preferred Stock
     to be less than 51% of the outstanding Common Stock of the Corporation.

          With respect to the matters set forth in this Paragraph (b), shares of
     the Series C Preferred Stock entitled to vote pursuant to the terms of such
     Paragraph (b) shall be entitled to one vote per share.

          (c)  Redemption.  The Series C Preferred  Stock may be redeemed at the
     option of the  Corporation,  as a whole at any time or in part from time to
     time, at a price per share equal to $1,000 plus all  dividends  (whether or
     not  declared  or due)  accrued and unpaid to the date of  redemption  (the
     "Redemption Price").

       
          No sinking fund shall be established for the Series C Preferred Stock.



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          Notice of any  proposed  redemption  of  shares of Series C  Preferred
     Stock shall be mailed by means of first class mail, postage paid, addressed
     to the  holders of record of the shares of Series C  Preferred  Stock to be
     redeemed,  at their respective addresses then appearing on the books of the
     Corporation,  at least  thirty (30) but not more than sixty (60) days prior
     to  the  date  fixed  for  such  redemption  (herein  referred  to  as  the
     "Redemption Date"). Each such notice shall specify (i) the Redemption Date,
     (ii) the Redemption  Price,  (iii) the place for payment and for delivering
     the stock certificate(s) and transfer instrument(s) in order to collect the
     Redemption  Price and (iv) the  shares of  Series C  Preferred  Stock to be
     redeemed.  Any notice mailed in such manner shall be conclusively deemed to
     have been duly given  whether or not such  notice is in fact  received.  If
     less than all the outstanding  shares of Series C Preferred Stock are to be
     redeemed, the Corporation will select those to be redeemed pro rata, by lot
     or by a  substantially  equivalent  method.  In  order  to  facilitate  the
     redemption of the Series C Preferred  Stock, the Board of Directors may fix
     a record date for  determination  of holders of Series C Preferred Stock to
     be  redeemed,  which  shall not be more than  sixty  (60) days prior to the
     Redemption Date with respect thereto.

          The holder of any shares of Series C Preferred Stock redeemed upon any
     exercise  of the  Corporation's  redemption  right shall not be entitled to
     receive  payment of the Redemption  Price for such shares until such holder
     shall cause to be delivered to the place specified in the notice given with
     respect to such redemption (i) the certificates representing such shares of
     Series C Preferred  Stock and (ii) transfer  instrument(s)  satisfactory to
     the  Corporation  and  sufficient  to  transfer  such  shares  of  Series C
     Preferred  Stock  to the  Corporation  free  of any  adverse  interest.  No
     interest  shall  accrue  on the  Redemption  Price of any share of Series C
     Preferred Stock after its Redemption Date.

          At the  close of  business  on the  Redemption  Date for any  share of
     Series C Preferred  Stock,  such share shall (provided the Redemption Price
     (including any accrued and unpaid dividends to the Redemption Date) of such
     share  has been  paid or  properly  provided  for) be deemed to cease to be
     outstanding and all rights of any person other than the Corporation in such
     share  shall  be  extinguished  on  the  Redemption  Date  for  such  share
     (including  all rights to receive  future  dividends  with  respect to such
     share) except for the right to receive the Redemption  Price (including any
     accrued and unpaid dividends to the Redemption Date), without interest, for
     such share in accordance with the provisions of this Paragraph (c), subject
     to applicable escheat laws.

          Subject to Paragraph (a) hereof,  the Corporation shall have the right
     at any time to  acquire  any  shares of Series C  Preferred  Stock from the
     owner of such  shares  on such  terms as may be  agreeable  to such  owner.
     Shares of Series C Preferred Stock may be acquired by the Corporation  from
     any holder of Series C Preferred  Stock pursuant to this paragraph  without
     offering any other holder of Series C Preferred Stock an equal  opportunity



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     to sell such holder's Series C Preferred Stock to the  Corporation,  and no
     purchase by the  Corporation  from any holder of Series C  Preferred  Stock
     pursuant to this paragraph  shall be deemed to create any right on the part
     of any  other  holder  of Series C  Preferred  Stock to sell any  shares of
     Series C Preferred Stock (or any other stock) to the Corporation.

          Notwithstanding  the foregoing  provisions of this  Paragraph (c), and
     subject to the  provisions of Paragraph (a) hereof,  if a dividend upon any
     shares of Series C Preferred Stock is past due, (A) no shares of the Series
     C  Preferred  Stock may be  redeemed,  except (1) by means of a  redemption
     pursuant to which all  outstanding  shares of the Series C Preferred  Stock
     are simultaneously  redeemed or pursuant to which the outstanding shares of
     the Series C  Preferred  Stock are  redeemed  on a pro rata basis or (2) by
     conversion of shares of Series C Preferred  Stock into, or exchange of such
     shares  for,  Common  Stock or any other stock of the  Corporation  ranking
     junior  to  the  Series  C  Preferred   Stock  as  to  dividends  and  upon
     liquidation,  dissolution or winding up, and (B) the Corporation  shall not
     purchase or  otherwise  acquire any shares of the Series C Preferred  Stock
     except (1) pursuant to a purchase or exchange  offer made on the same terms
     to all  holders of the Series C  Preferred  Stock or (2) by  conversion  of
     shares of Series C Preferred  Stock  into,  or exchange of such shares for,
     Common Stock or any other stock of the  Corporation  ranking  junior to the
     Series C Preferred Stock as to dividends and upon liquidation,  dissolution
     or winding up.

          (d)  Liquidation.  In  the  event  of  any  voluntary  or  involuntary
     dissolution, liquidation or winding up of the Corporation (for the purposes
     of this Paragraph (d), a "Liquidation"),  before any distribution of assets
     shall be made to the  holders  of the  Common  Stock or the  holders of any
     other stock that ranks junior to the Series C Preferred Stock in respect of
     distributions  upon the Liquidation of the Corporation,  the holder of each
     share of Series C Preferred Stock then outstanding  shall be entitled to be
     paid out of the assets of the Corporation available for distribution to its
     stockholders,  an amount  per  share  equal to  $1,000  plus all  dividends
     (whether or not  declared  or due)  accrued and unpaid on such share on the
     date fixed for the distribution of assets of the Corporation to the holders
     of Series C Preferred Stock.

          If upon any Liquidation of the  Corporation,  the assets available for
     distribution to the holders of Series C Preferred Stock and any other stock
     of the  Corporation  ranking on a parity with the Series C Preferred  Stock
     upon Liquidation  issued by the Corporation which shall then be outstanding
     (hereinafter in this paragraph called the "Total Amount  Available")  shall
     be insufficient  to pay the holders of all  outstanding  shares of Series C
     Preferred Stock and all other such parity stock the full amounts (including
     all dividends accrued and unpaid) to which they shall be entitled by reason
     of such  Liquidation  of the  Corporation,  then there shall be paid to the


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     holders of the Series C Preferred Stock in connection with such Liquidation
     of the  Corporation,  an amount equal to the product derived by multiplying
     the Total Amount  Available by a fraction,  the numerator of which shall be
     the full amount to which the holders of the Series C Preferred  Stock shall
     be entitled  under the terms of the  preceding  paragraph by reason of such
     Liquidation of the  Corporation  and the  denominator of which shall be the
     total  amount  which  would  have  been   distributed  by  reason  of  such
     Liquidation of the Corporation with respect to the Series C Preferred Stock
     and all other stock  ranking on a parity with the Series C Preferred  Stock
     upon Liquidation then outstanding had the Corporation  possessed sufficient
     assets to pay the maximum  amount which the holders of all such stock would
     be  entitled  to  receive  in  connection  with  such  Liquidation  of  the
     Corporation.

          The voluntary sale, conveyance,  lease, exchange or transfer of all or
     substantially all the property or assets of the Corporation,  or the merger
     or consolidation of the Corporation into or with any other corporation,  or
     the merger of any other  corporation into the Corporation,  or any purchase
     or  redemption of some or all of the shares of any class or series of stock
     of  the  Corporation,  shall  not  be  deemed  to be a  Liquidation  of the
     Corporation  for the purpose of this  Paragraph  (d) (unless in  connection
     therewith the Liquidation of the Corporation is specifically approved).

          The  holder of any  shares of Series C  Preferred  Stock  shall not be
     entitled to receive any payment owed for such shares  under this  Paragraph
     (d) until such holder shall cause to be delivered to the  Corporation:  (A)
     the certificate(s) representing such shares of Series C Preferred Stock and
     (B) transfer  instrument(s)  satisfactory to the Corporation and sufficient
     to transfer such shares of the Series C Preferred  Stock to the Corporation
     free of any adverse  interest.  As in the case of the Redemption  Price, no
     interest  shall accrue on any payment upon  Liquidation  after the due date
     thereof.

          After payment of the full amount of the liquidating  dividend to which
     they are  entitled,  the holders of shares of the Series C Preferred  Stock
     will not be entitled to any further  participation  in any  distribution of
     assets by the Corporation.

          (e)  Payments.  Any  payment  which may be owed for the payment of the
     Redemption  Price for any shares of Series C  Preferred  Stock  pursuant to
     Paragraph  (c) or the payment of any amount  distributable  with respect to
     any shares of Series C Preferred  Stock under Paragraph (d) shall be deemed
     to have been "paid or properly  provided  for" upon the earlier to occur of
     the date upon which a check payable to the person  entitled to receive such
     payment  shall be (A) delivered to such person or (B) mailed to such person
     at either the  address of such person  then  appearing  on the books of the
     Corporation or such other address as the Corporation shall deem reasonable.



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          (f) Status of Reacquired Shares of Series C Preferred Stock. Shares of
     Series  C  Preferred   Stock  issued  and  reacquired  by  the  Corporation
     (including,  without  limitation,  shares of Series C Preferred Stock which
     have been  redeemed  pursuant to the terms of Paragraph  (c) hereof)  shall
     have the status of  authorized  and  unissued  shares of  preferred  stock,
     undesignated as to series, subject to later issuance.

          (g)  Fractional  Shares.  In the event a holder of Series C  Preferred
     Stock  shall be  entitled  to receive a  fractional  interest in a share of
     Series  C  Preferred  Stock,  except  as  otherwise  provided  herein,  the
     Corporation shall either, in the sole discretion of the Board of Directors,
     (A) round such  fractional  interest up to the next whole share of Series C
     Preferred  Stock,  (B) issue a fractional  share of such stock, (C) deliver
     cash in the amount of the fair market value of such fractional  interest or
     (D) issue scrip representing a fractional share of such stock entitling the
     holder to receive a full share of such  stock  upon the  surrender  of such
     scrip aggregating a full share of such stock.

          (h) Preemptive Rights. The Series C Preferred Stock is not entitled to
     any preemptive or  subscription  rights in respect of any securities of the
     Corporation.

Dated:  January 20, 1998
                                        PAK MAIL CENTERS OF AMERICA, INC.,
                                        a Colorado corporation


                                        By:
                                           -------------------------------------
                                           John E. Kelly, President

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