PAK MAIL CENTERS OF AMERICA, INC.
                            MANAGEMENT INCENTIVE PLAN
                                Fiscal Year 1997


 I.  Purpose
     -------

     The Pak Mail Centers of America,  Inc. Management  Incentive Plan (MIP) has
     been established for fiscal year 1997 for those covered  employees  defined
     under Section III below.

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

     -    Assisting in attracting and retaining highly qualified key employees.

     -    Encouraging and stimulating superior performance by such personnel.

II. Definitions
    -----------

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

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

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

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

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

     F.   Financial Targets are the financial goal(s) appropriate to the company
          for the Fiscal Year.  These goals are  identified in Exhibit B and are
          specifically identified by participant in Exhibit C.
                    
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     G.   Discretionary  Goals refer to the personal goals and objectives set by
          each  participant  and his/her  supervisor  at the  beginning  of each
          Fiscal Year against which performance is measured.
                    

III. EMPLOYEES COVERED BY THIS PLAN
     ------------------------------

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

 IV. FINANCIAL AWARD
     ---------------

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


      Base         Financial        Bonus            Financial
      Salary   x   Performance  x   Percent      =   Performance
                   Incentive        Allocated        Award
                   Earned           To Financial
                                    Targets

     Where:

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

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

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

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

                                       2

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V.   Personal Performance Award
     --------------------------

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

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

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

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

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

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

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

     -    Achievement of royalty income goals

     -    Development of subordinates

     -    Opening of new franchise outlets

     -    Successful development of new franchise outlets

     -    Development of existing franchise outlets

     -    Improvement in product merchandising programs

     -    Attainment of self-development objectives

     -    Control or reduction of operating expenses

                                       3

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

 VI. Performance Measures, Targets and Payout Ranges
     -----------------------------------------------

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

VII. Participant Bonus Composition
     -----------------------------

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

VIII. Computation and Disbursement of Funds
      -------------------------------------

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

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


                                       4

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 IX. Changes to Target
     -----------------

     The Chief  Executive  Officer of the Company may recommend to the Executive
     Committee  of the Board,  at any time prior to the final  determination  of
     awards,  changes to the performance  measures,  targets,  and payout ranges
     used for incentive purposes. If, in the judgment of the Executive Committee
     of the Board, such change(s) is/are desirable in the interests of equitable
     treatment of the  participants and the Company as a result of extraordinary
     or  non-recurring  events,   changes  in  applicable  accounting  rules  or
     principles,  changes in the  Company's  methods of  accounting,  changes in
     applicable   law,   changes   due  to   consolidation,   acquisitions,   or
     reorganiza-tion,  the Executive  Committee of the Board shall authorize and
     approve such change(s) for immediate  incorporation into the Plan. Further,
     should actual performance on any one or all of the financial  measure(s) be
     less than or greater than target by twenty-five  percent (25%) or more, the
     award actually  earned under that measure(s) will be at the sole discretion
     of the  Chief  Executive  Officer  subject  to  approval  by the  Executive
     Committee of the Board.

  X. Partial Awards
     --------------

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

     -    Dies,

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

     -    Becomes permanently disabled,

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

     -    Enters military service,

     -    Takes an approved leave of absence,

     -    Is appointed or elected to public office,

     -    Is terminated due to position elimination,

          provided that the  participant was an active employee for a minimum of
          30  consecutive  calendar  days during such Fiscal Year.  Such partial
          awards  shall be paid when  payments of  non-deferred  awards for such
          Fiscal Year are made. Participants hired during the course of a Fiscal
          Year and who are employed through the end of such Fiscal Year shall be
          eligible  for an award based on their Base  Salary  during such Fiscal
          Year,  provided  that such  employees  begin active  service  prior to
          December 1 of such Fiscal Year.

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  XI. Forfeiture of Bonus
      -------------------

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

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

 XII. Administration
      --------------

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

XIII. No Employment Contract; Future Plans
      ------------------------------------

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

 XIV. Amendment or Termination
      ------------------------

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


                                       6

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  XV. General Provisions
      ------------------

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

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





             2-4-97                             /s/  F. Edward Gastafson
      ---------------------                     --------------------------------
      Final Approval Date                       Executive Committee of the Board


                                                /s/  John E. Kelly
                                                --------------------------------
                                                Chief Executive Officer