WARRANT NO. 1


THE SECURITIES  REPRESENTED BY THIS CERTIFICATE,  AND THE SECURITIES ISSUED UPON
EXERCISE  HEREOF,  MAY NOT BE OFFERED FOR SALE,  SOLD, OR OTHERWISE  TRANSFERRED
EXCEPT  PURSUANT  TO  AN  EFFECTIVE   REGISTRATION  STATEMENT  FILED  UNDER  THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION  UNDER THE ACT WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY.

VOID AFTER 3:30 P.M., DENVER, COLORADO TIME, ON NOVEMBER 30, 2007.

                                                             Warrant to Purchase
                                                  280,000 Shares of Common Stock

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK
                                       OF
                        PAK MAIL CENTERS OF AMERICA, INC.


This is to certify that, FOR VALUE RECEIVED,  D. P. KELLY & ASSOCIATES,  L.P. or
registered  assigns  ("Holder"),  is  entitled  to  purchase,   subject  to  the
provisions of this Warrant,  from PAK MAIL CENTERS OF AMERICA,  INC., a Colorado
corporation ("Company"),  at any time not later than 3:30 p.m., Denver, Colorado
Time, on November 30, 2007 (the  "Expiration  Date") Two Hundred Eighty Thousand
(280,000)  shares of common  stock,  having  $0.001  par value,  of the  Company
("Common Stock") at an exercise price, subject to adjustment as set forth below,
of $0.10 per share. The number of shares of Common Stock to be received upon the
exercise of this  Warrant  and the price to be paid for a share of Common  Stock
are subject to adjustment from time to time as hereinafter set forth. The shares
of the Common Stock deliverable upon such exercise, and as adjusted from time to
time, are hereinafter  sometimes referred to as "Warrant Stock" and the exercise
price of a share of Common Stock in effect at any time and as adjusted from time
to time is hereinafter sometimes referred to as the "Exercise Price."

          (a) Exercise of Warrant. Subject to the provisions of Sections (h) and
     (m) hereof,  this Warrant may be exercised in whole or in part at any time,
     and from time to time not later than 3:30 p.m.,  Denver,  Colorado time, on
     November  30,  2007,  or if  November  30,  2007 is a day on which  banking
     institutions  are authorized by law to close,  then on the next  succeeding
     day which shall not be such a day, by presentation  and surrender hereof to
     the  Company  with the  Purchase  Form  annexed  hereto duly  executed  and
     accompanied  by  payment  of the  Exercise  Price for the  number of shares
     specified  in  such  form,  together  with  all  federal  and  state  taxes
     applicable upon such exercise.  If this Warrant should be exercised in part
     only, the Company shall,  upon surrender of this Warrant for  cancellation,
     execute  and deliver a new  Warrant  evidencing  the right of the holder to
     purchase the balance of the shares purchasable  hereunder.  Upon receipt by
     the  Company of this  Warrant at the  office or agency of the  Company,  in
    


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     proper form for  exercise,  the Holder  shall be deemed to be the holder of
     record  of  the  shares  of  Common  Stock  issuable  upon  such  exercise,
     notwithstanding  that the stock transfer books of the Company shall then be
     closed or that certificates  representing such securities shall not then be
     actually delivered to the Holder.

          (b) Reservation of Shares. The Company hereby agrees that at all times
     there shall be reserved for issuance  and/or delivery upon exercise of this
     Warrant  such number of shares of its Common Stock as shall be required for
     issuance or delivery upon exercise of this Warrant.

          (c)  Exchange,   Assignment  or  Loss  of  Warrant.  This  Warrant  is
     assignable and exchangeable,  without expense, at the option of the Holder,
     upon  presentation  and surrender hereof to the Company or at the office of
     its  stock  transfer  agent,  if  any,  for  other  Warrants  of  different
     denominations entitling the holder thereof to purchase in the aggregate the
     same number of shares of Common Stock purchasable  hereunder.  This Warrant
     may  not  be  sold,  transferred,   assigned,  or  hypothecated  except  in
     compliance with the Securities Act of 1933, as amended,  and any applicable
     state  securities  laws. Any such assignment  shall be made by surrender of
     this Warrant to the Company or at the office of its stock  transfer  agent,
     if any,  with the  Assignment  Form annexed  hereto duly executed and funds
     sufficient to pay any transfer tax;  whereupon the Company  shall,  without
     charge, execute and deliver a new Warrant in the name of the assignee named
     in such  instrument  of  assignment  and  this  Warrant  promptly  shall be
     canceled. This Warrant may be divided or combined with other Warrants which
     carry the same rights upon presentation hereof at the office of the Company
     or at the  office of its stock  transfer  agent,  if any,  together  with a
     written notice specifying the names and denominations in which new Warrants
     are to be issued and signed by the Holder  hereof.  The term  "Warrant"  as
     used herein includes any Warrants issued in substitution for or replacement
     of this  Warrant,  or into which this Warrant may be divided or  exchanged.
     Upon  receipt by the  Company of evidence  satisfactory  to it of the loss,
     theft, destruction or mutilation of this Warrant, and (in the case of loss,
     theft or destruction) of reasonably satisfactory  indemnification including
     a surety bond,  and upon  surrender and  cancellation  of this Warrant,  if
     mutilated, the Company will execute and deliver a new Warrant of like tenor
     and date. Any such new Warrant  executed and delivered shall  constitute an
     additional  contractual  obligation on the part of the Company,  whether or
     not this Warrant so lost, stolen,  destroyed,  or mutilated shall be at any
     time enforceable by anyone.

          (d) Rights of the Holder.  The Holder shall not, by virtue hereof,  be
     entitled to any rights of a  shareholder  of the Company,  either at law or
     equity, and the rights of the Holder are limited to those expressed in this
     Warrant and are not  enforceable  against the Company  except to the extent
     set forth herein.


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          (e) Anti-Dilution Provisions.

               (1) Stock Splits and Stock  Dividends.  In case the Company shall
          at  any  time  issue   Common  Stock  by  way  of  dividend  or  other
          distribution  on any stock of the Company or  subdivide or combine the
          outstanding  shares of  Common  Stock,  the  Exercise  Price  shall be
          proportionately  decreased  in the case of such  issuance  (on the day
          following  the date fixed for  determining  shareholders  entitled  to
          receive such dividend or other  distribution) or decreased in the case
          of such  subdivision or increased in the case of such  combination (on
          the date that such subdivision or combination shall become effective).

               (2) No Adjustment for Small Amounts. Anything in this Section (e)
          to the contrary notwithstanding,  the Company shall not be required to
          give effect to any  adjustment in the Exercise  Price unless and until
          the  net  effect  of one or  more  adjustments,  determined  as  above
          provided,  shall have  required a change of the  Exercise  Price by at
          least one cent,  but when the  cumulative  net effect of more than one
          adjustment so determined  shall be to change the actual Exercise Price
          by at least  two  cents,  such  change  in the  Exercise  Price  shall
          thereupon be given effect.

               (3)  Number  of  Shares  Adjusted.  Upon  any  adjustment  of the
          Exercise  Price,  the holder of this Warrant shall  thereafter  (until
          another such adjustment) be entitled to purchase,  at the new Exercise
          Price,  the number of Shares,  calculated  to the nearest  full share,
          obtained by multiplying the number of shares of Common Stock initially
          issuable upon exercise of this Warrant by the Exercise Price in effect
          on the date  hereof and  dividing  the  product so obtained by the new
          Exercise Price.

               (4) Common  Stock  Defined.  Whenever  reference  is made in this
          Section (e) to the issue or sale of shares of Common  Stock,  the term
          "Common Stock" shall mean the Common Stock of the Company of the class
          authorized  as of the date hereof and any other class of stock ranking
          on a parity with such Common Stock. However, subject to the provisions
          of Section (i) hereof,  shares  issuable  upon  exercise  hereof shall
          include  only shares of the class  designated  as Common  Stock of the
          Company as of the date hereof.

          (f)  Officer's  Certificate.  Whenever  the  Exercise  Price  shall be
     adjusted as required by the  provisions of Section (e) hereof,  the Company
     shall  forthwith  file in the  custody  of its  Secretary  or an  Assistant
     Secretary at its principal  office,  and with its stock transfer  agent, if
     any,  an  officer's   certificate   showing  the  adjusted  Exercise  Price
     determined as herein  provided and setting  forth in reasonable  detail the
     facts  requiring such  adjustment and the  calculation  thereof.  Each such
     officer's  certificate  shall be made available at all reasonable times for
     inspection by the Holder and the Company shall,  forthwith  after each such
     adjustment, mail a copy of such certificate to the Holder.


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          (g) Notices to Holders.  So long as this Warrant shall be  outstanding
     and  unexercised  (i) if the  Company  shall pay any  dividend  or make any
     distribution  upon the Common  Stock or (ii) if the Company  shall offer to
     the holders of Common Stock for subscription or purchase by them any shares
     of  stock  of any  class  or any  other  rights  or  (iii)  if any  capital
     reorganization of the Company, reclassification of the capital stock of the
     Company,  consolidation  or  merger  of the  Company  with or into  another
     corporation,  sale,  lease or transfer of all or  substantially  all of the
     property and assets of the Company to another corporation,  or voluntary or
     involuntary dissolution,  liquidation or winding up of the Company shall be
     effected,  then, in any such case,  the Company shall cause to be delivered
     to the Holder,  at least 30 days prior to the date  specified in (x) or (y)
     below, as the case may be, a notice  containing a brief  description of the
     proposed  action and  stating the date on which (x) a record is to be taken
     for the  purpose of such  dividend,  distribution  or  rights,  or (y) such
     reclassifica-  tion,  reorganization,  consolidation,  merger,  conveyance,
     lease,  dissolution,  liquidation  or  winding  up is to take place and the
     date,  if any, is to be fixed,  as of which the holders of Common  Stock of
     record  shall be  entitled  to exchange  their  shares of Common  Stock for
     securities  or  other  property  deliverable  upon  such  reclassification,
     reorganization, consolidation, merger, conveyance, dissolution, liquidation
     or winding up.

          (h) Reclassification, Reorganization or Merger. Upon the occurrence of
     any of the following events, the Company shall cause effective provision to
     be made so that the Holder shall have the right thereafter, by the exercise
     of this Warrant,  to purchase for the aggregate Exercise Price described in
     this  Warrant the kind and amount of shares of stock and other  securities,
     and property and  interests,  as would be issued or payable with respect to
     or in  exchange  for the  number  of shares  of the  Company  that are then
     purchasable  pursuant to this  Warrant as if such shares had been issued to
     the Holder immediately before such event: (1) the reclassification, capital
     reorganization,  or other similar  change of  outstanding  shares of Common
     Stock of the Company,  other than as described  and provided for in Section
     (e) above;  (2) the merger or consolidation of the Company with one or more
     other corporations or other entities, other than a merger with a subsidiary
     or affiliate pursuant to which the Company is the continuing entity and the
     outstanding  shares of  Common  Stock,  including  the  Shares  purchasable
     pursuant to this Warrant,  are not affected;  or (3) the spin-off of assets
     to a subsidiary or an affiliated entity, or the sale, lease, or exchange of
     a significant portion of the Company's assets, in a transaction pursuant to
     which the  Company's  shareholders  of record are to receive  securities or
     other  interests  in a successor  entity.  Any such  provision  made by the
     Company for  adjustments  with respect to this  Warrant  shall be as nearly
     equivalent to the adjustments  otherwise provided for in this Warrant as is
     reasonably practicable.  The foregoing provisions of this Section (h) shall
     similarly apply to successive  reclassifications,  capital  reorganizations
     and  similar   changes  of  shares  of  Common  Stock  and  to   successive
     consolidations, mergers, spin-offs, sales, leases or exchanges.


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          (i)  Dissolution.  If,  at any time  prior to the  expiration  of this
     Warrant and prior to the exercise thereof, any dissolution,  liquidation or
     winding up of the Company  shall be  proposed,  the Company  shall cause at
     least 30 days'  notice  to be mailed by  certified  mail to the  registered
     holder of this  Warrant  at his  address  as it appears on the books of the
     Company.  Such notice shall  specify the date as of which holders of record
     of Common Stock shall  participate in any distribution or shall be entitled
     to  exchange  their  Common  Stock  for   securities  or  other   property,
     deliverable upon such  dissolution,  liquidation or winding up, as the case
     may be; to the end that, during such period of 30 days, the holders of this
     Warrant may exercise this Warrant and purchase Common Stock (or other stock
     substituted  therefor as hereinbefore  provided) and be entitled in respect
     of shares so purchased to all of the rights of the other  holders of Common
     Stock of the Company.  In case of a dissolution,  liquidation or winding up
     of the Company,  all purchase  rights under this Warrant shall terminate at
     the  close of  business  on the date as of which  holders  of record of the
     Common  Stock shall be entitled to  participate  in a  distribution  of the
     assets of the Company in connection with such  dissolution,  liquidation or
     winding up (provided  that in no event shall said date be less than 30 days
     after completion of service by certified mail of notice as aforesaid).  Any
     Warrant not exercised  prior to such time shall be void and no rights shall
     exist  thereunder.  In any such case of termination of purchase  rights,  a
     statement thereof shall be included in the notice provided for herein.

          (j) Notice.  Any notices or  certificates by the Company to the Holder
     and by the Holder to the Company  shall be deemed  delivered  if in writing
     and delivered personally (including by telex, telecopier, telegram or other
     acknowledged  receipt) or three days following deposit in the United States
     mails,  sent by registered or certified  mail,  return  receipt  requested,
     addressed as follows:

           Holder:           D. P. Kelly & Associates, L.P.
                             701 Harger Road, Suite 190
                             Oak Brook, Illinois 60521

           Company:          Pak Mail Centers of America, Inc.
                             3033 South Parker Road, Suite 1200
                             Aurora, Colorado 80014
                             Attn: John E. Kelly, President

     Any person may change the  address  for the giving of notice by notice duly
     given effective five (5) business days thereafter.


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          (k) Amendments and Waivers.  Any term,  condition or provision of this
     Warrant may be amended  and the  observance  thereof may be waived  (either
     generally  or  in  a  particular  instance  and  either   retroactively  or
     prospectively), with the written consent of the Company and the Holder. Any
     amendment or waiver  effected in accordance  herewith shall be binding upon
     each such  Holder,  his heirs,  personal  representatives,  successors  and
     assigns, and the Company.

          (l) Entire  Agreement.  This Warrant  constitutes the entire agreement
     among the  parties  hereto  and  supersedes  any and all  prior  agreements
     whether written or oral.

          (m) Transfer to Comply With the Securities Act of 1933.

               (1) Restricted  Securities.  This Warrant or the Warrant Stock or
          any other  security  issued or issuable  upon exercise of this Warrant
          may not be offered or sold except in  conformity  with the  Securities
          Act of 1933, as amended, and then only against receipt of an agreement
          of such  person to whom such offer of sale is made to comply  with the
          provisions  of this  Section  (m) with  respect to any resale or other
          disposition of such securities.

               (2)  Restrictive  Legend.  The  Company  may cause the  following
          legend to be set forth on each certificate  representing Warrant Stock
          or any  other  security  issued  or  issuable  upon  exercise  of this
          Warrant,  unless  counsel  for the Company is of the opinion as to any
          such certificate that such legend is unnecessary:

               "The    securities    represented   by   this
               certificate may not be offered for sale, sold
               or otherwise  transferred  except pursuant to
               an  effective   registration  statement  made
               under the Securities Act of 1933 (the "Act"),
               or pursuant to an exemption from registration
               under the Act the availability of which is to
               be  established  to the  satisfaction  of the
               Company."



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          (n)  Applicable  Law. This Warrant shall be governed by, and construed
     in accordance with, the laws of the state of Colorado.

                                        PAK MAIL CENTERS OF AMERICA, INC.
ATTEST:


/s/  Raymond S. Goshorn                 By:
----------------------------------         -------------------------------------
Raymond S. Goshorn, Secretary              John E. Kelly, President


[ S E A L ]                             Date: January __, 1998


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                                  PURCHASE FORM

                                                    Dated ________________, 19__

     The undersigned hereby irrevocably elects to exercise the within Warrant to
the  extent of  purchasing  _________  shares of  Common  Stock and ereby  makes
payment of $________ in payment of the actual exercise price thereof.

                        _________________________________

                      INSTRUCTION FOR REGISTRATION OF UNITS

Name____________________________________________________________________________
     (Please typewrite or print in block letters)

Address_________________________________________________________________________
       
Signature_______________________________________________________________________

Social Security or Employer I.D. No.____________________________________________
                                    


                        _________________________________

                                 ASSIGNMENT FORM

     FOR VALUE RECEIVED,________________________________________________________
hereby sells, assigns and transfers unto________________________________________
________________________________________________________________________________
         (Name - please typewrite or print in block letters)

Address_________________________________________________________________________
       

the right to purchase Common Stock represented by this Warrant to the extent the
_____ Shares as to which such right is exercisable  and does hereby  irrevocably
constitute and appoint_________________________________________________________,
attorney,  to transfer  the same on the books of the Company  with full power of
substitution in the premises.




                                     Signature:_________________________________
                                               
                                     Dated:_____________________________________
                                           


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