RESIGNATION AGREEMENT

This Resignation Agreement ("Agreement) is made and entered into
as of this 20th day of December, 1996, by and between General
Parcel Services, Inc., a Florida corporation ("Company"), E.
Hoke Smith, Jr., an individual ("Employee") and T. Wayne Davis,
an individual ("Guarantor").

BACKGROUND FACTS

A.     Employee and Corporation entered into that certain
Employment Agreement dated April 20, 1989, regarding Employee's
employment with the Company (the "Employment Agreement").

B.     Due to medical reasons, Employee has elected to resign
his employment with the Company and the Company desires to
accept the Employee's resignation subject to the terms and
conditions as hereinafter set forth.

NOW, THEREFORE, in consideration of mutual covenants and
agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

I .     Back Ground Facts.  The background facts as recited
above are agreed to be true and correct and are incorporated
herein by this reference.

2.     Effective Date of Resignation.  Effective as of January
3, 1997, Employee resigns as an employee and director of the
Company.

3.     Company's Payment Obligations.  In recognition of
Employee's personal efforts and valuable contributions to the
Company, the Company shall pay to Employee, pursuant to the
terms herein, the following:

a.     The Company shall continue to pay to Employee in
semi-monthly installments Employee's full salary through the
period ending January 3, 1997, with the last installment payment
to be paid to Employee no later than January 10, 1997.

b.     On January 2, 1997 the Company shall pay Employee a cash
payment of Three Hundred Seventy-Five Thousand and 00/100
Dollars ($375,000.00).

c.     Commencing January 4, 1997 through June 26, 2009, the
Company shall pay to Employee or, upon his death to his estate,
Five Hundred Ninety and 00/100 Dollars ($590.00) per week
payable in weekly installments.  Employee shall provide Company
with written instructions regarding payment of these weekly
installments.

4.     Stock Options.  The Company hereby acknowledges and
agrees to honor the stock options previously granted to the
employee as set forth on Exhibit 'A" attached hereto, in
accordance with the terms thereof-.

5.     Reimbursement of Expenses.  No later than January 15,
1997, the Company shall either pay directly or reimburse to
Employee all reimbursable business expenses incurred by Employee
through December 31, 1996, which are reimbursable pursuant to
Section 4.3 of the Employment Agreement.  No later than January
15, 1997, the Company shall also pay directly to Employee all
legal fees and expenses incurred by Employee in connection with
this Agreement or the subject matter herein.

6.     Insurance.  The Company shall maintain in full force and
effect for Employee's continued benefit until June 26, 2009, all
current life insurance, medical, health and accident, and
disabilities plans, programs or arrangements in which Employee
is participating in or entitled to participate in as of the date
hereof.  In the event that Employee's participation in any such
plan, program or arrangement is now or hereafter barred, the
Company shall arrange to

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provide Employee with benefits substantially similar to those
which Employee is entitled to receive under such plans, programs
or arrangements.  In addition, through June 26, 2009, the
Company shall pay all premiums and/or payments due with respect
to Employee's $750,000.00 life insurance policy with Sunlife
Insurance Company.

7.     Indemnification of Real Estate Leases.  The Company has
entered into certain leases of real estate located in Milton,
Tampa and Orlando, Florida (collectively, the 'Leases"). 
Employee has personally guaranteed the Company's payment and
performance of the Company's obligations under the Leases.  The
Company agrees to undertake reasonable best efforts to obtain
Employee's release from each of his guarantees of the Leases,
and additionally, the Company agrees to indemnify Employee and
hold Employee harmless from and against any loss, cost, claim,
liability, damage or expense arising out of the Leases and or
his guarantees of the Leases.

8.     Confidentiality. Guarantor and Company agree to maintain
the terms of this Agreement and all negotiations relating to the
subject matter of this Agreement confidential between the
Company, Guarantor and Employee and their respective attorneys. 
Notwithstanding the foregoing, Company shall be entitled to
issue a one-time written press release and/or make any other
disclosures required by law disclosing Employee's resignation
for medical reasons; provided, however, that prior to the
Company's issuance of said written press release, Employee must
have provided his written approval to the Company of the content
of said written press release.

9.     Guaranty.  Guarantor does hereby unconditionally and
irrevocably guarantee to Employee, the prompt payment of all of
the Company's monetary obligations, now or hereafter owed to
Employee pursuant to the terms of this Agreement, and does
hereby agree that if any 

3<PAGE>
payment obligation of the Company under the terms of this
Agreement is not paid by the Company in accordance with the
terms herein, the Guarantor will make such payment upon written
demand by Employee.  Upon any default in payment, Employee shall
first proceed against the Company, taking all reasonable steps
short of litigation and may then proceed directly against the
Guarantor for the payment of any of the Company's obligations
under the Agreement.

10.     Release of Employee.  The Company agrees to indemnify
and hold Employee harmless from and against any loss, cost,
claim, liability, damage or expense asserted by any party
against Employee with respect to Employee's employment with the
Company; provided, however, that no such indemnity is given by
the Company in respect of conduct of Employee discovered after
the date hereof (i) which evidences illegal activity or fraud by
the Employee in connection with the conduct of the business of
the Company or (ii) for which indemnification by the Company is
not permitted under the Florida General Corporation Act, the
Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, or some other provision of law.

11.     Release of Company and Guarantor.  For and in
consideration of (i) the Company's payment and performance of
the obligations it has undertaken hereunder and (ii) the
Guarantor's payment obligation he has undertaken hereunder and
in the attached Guaranty of Payment executed in favor of the
wife of the Employee, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,
the Employee and any entity owned or controlled, in whole or in
part, by Employee hereby agrees to release, acquit and forever
discharge, and to indemnify and hold harmless, the Company and
its officers 

4

and directors and every other person who may be deemed to be a
"control person" with respect to the Company as such term is
defined under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, and the Guarantor
(any such person being hereinafter referred to as a "Releasee"),
from and against, any and all claims, losses, liabilities and
damages (including reasonable attorneys' fees in respect of any
of the foregoing) (collectively, 'claims"), known or unknown,
matured or unmatured, or discoverable or undiscoverable, that
exist as of the effective date hereof, whether such claims arise
in tort or contract or have a statutory basis or otherwise,
including but not limited to claims made for breach of the
Employee's Employment Agreement and claims made pursuant to 42
U.S.C. Section 2000(e) et seq., as amended, The Age
Discrimination in Employment Act of 1967, as amended, the
Americans With Disabilities Act, and all other claims of age,
race, gender, disability or other discrimination under any
federal, state or local law.  The foregoing is intended as a
general release by the Employee and any entity owned or
controlled, in whole or in part, by Employee of each Releasee.

Insofar as the foregoing release relates to claims the Employee
may have under the Age Discrimination in Employment Act, the
Employee understands that he has 21 calendar days to consider
his release of such claims; the Employee acknowledges that he
was advised by the Company to have this Agreement reviewed by
legal counsel; and the Employee understands that he has seven
calendar days from the date hereof (the date of execution of
this Agreement) to revoke this Agreement.

In addition to the foregoing, the Employee and any entity owned
or controlled, in whole or in part, by Employee agree not to sue
any of the Releasees with respect to any claim released 

5

above, and further agrees that any breach of this covenant would
cause any Releasee irreparable injury that would not and could
not be reasonably or adequately compensated by damages in an
action at law.  Therefore, the Employee agrees that each
Releasee shall be entitled, in addition to any other remedies it
may have under this Agreement at law or otherwise, to immediate
injunctive and other equitable relief to prevent or curtail any
breach of this covenant not to sue given by the Employee.

12.     Preparation of Agreement.  This Agreement should not be
construed more strongly against either party regardless of who
is responsible for its preparation.  The parties acknowledge
that each of the parties contributed to it and are equally
responsible for its preparation.

13.     Amendment.  Neither this Agreement nor any of the
provisions hereof can be changed, waived, discharged or
terminated, except by management, in writing, signed by the
party against whom enforcement of the change, waiver, discharge
or termination is sought.

14.     Attorney's Fees.  In the event of litigation relating to
this Agreement, the prevailing party shall be entitled to have
its reasonable attorney's fees paid by the non-prevailing party.

15.     Further Assurances.  The parties agree to execute such
further documents, notices and agreements as each other may
reasonably request in furtherance of the purpose as set forth
herein and/or confirm the agreements made herein.

16.     Successors and Assigns.  This Agreement will inure to
the benefit of and bind the respective heirs, personal
representatives, successors and assigns of the parties hereto.

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17.	Governing Law.  This Agreement shall be interpreted and
construed under the laws of the State of Florida.

18.     Notices.  Any notice, demand or communication required
or permitted to be given by any provision of this Agreement
shall be deemed to have been given when delivered personally to
the person designated to receive such notice or, if sent
certified mail, return receipt requested, on the date noted on
the return receipt.  Notices shall be directed to the following
addresses or to such other or additional addressees as any party
might designate by written notice to the other parties:

As to Employee: 	E. Hoke Smith. Jr.
                                                            
(Signed) E. Hoke Smith, Jr.
---------------------------
7737 Hunters Grove Road 
Jacksonville, Fl 32256

with a copy to:

Foley & Lardner
Attn: Steven A. Werber, Esquire
200 Laura Street
Jacksonville, FL 32202

As to Company:
General Parcel Services, Inc.
8923 Western Way, Suite 150
Jacksonville, FL 32216

As to Guarantor:
T. Wayne Davis
1910 San Marco Boulevard
Jacksonville, FL 32207

COMPANY:

General Parcel Services, a Florida corporation
                                                                
By:  (Signed) T. Wayne Davis 
     -----------------------
Its:  Chairman

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GUARANTY OF PAYMENT

The undersigned Guarantor does hereby unconditionally and
irrevocably guarantee to GAYLE S. SMITH, ("Employee"), the
prompt payment of all GENERAL PARCEL SERVICES, INC., ("Company")
monetary obligations, now or hereafter owed to Employee pursuant
to the terms of the Employment Agreement, between Employee and
Company dated April 5, 1993, and does hereby agree that if any
payment obligation of the Company under the terms of that
Agreement is not paid by the Company in accordance with the
terms herein, the Guarantor will make such payment upon written
demand by Employee.  Upon any default in payment, Employee shall
first proceed against the Company, taking all reasonable steps
short of litigation and may then proceed directly against the
Guarantor for the payment of any of the Company's obligations
under the Agreement.

DATED this 20th day of December, 1996.

(Signed) T. Wayne Davis 
-----------------------
T. WAYNE DAVIS, Guarantor

GENERAL RELEASE

        For and in consideration of (i) the Company's payment
and performance of the obligations it has  undertaken to the
Employee's spouse (which obligations enure to the benefit of the
(Employee) under the Resignation Agreement with such spouse of
<PAGE>
even date herewith, and (ii) the Guarantor's payment obligation
he has undertaken hereunder and in such Resignation Agreement,
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Employee and
any entity owned or controlled, in whole or in part, by Employee
hereby agrees to release, acquit and forever discharge, and to
indemnify and hold harmless, the Company and its officers and
directors and every other person who may be deemed to be a
"control person" with respect to the Company as such term is
defined under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, and the Guarantor
(any such person being hereinafter referred to as a "Releasee"),
from and against, any and all claims, losses, liabilities and
damages (including reasonable attorneys' fees in respect of any
of the foregoing)(collectively, "claims"), known or unknown, or
discoverable or undiscoverable, that exist as of the effective
date hereof, whether such claims arise in tort or contract or
have a statutory basis or otherwise, including but not limited
to claims made for breach of the Employee's Employment Agreement
and claims made pursuant to 42 U.S.C.  Section 2000(e) et seq.,
as amended, The Age Discrimination in Employment Act of 1967, as
amended, the Americans With Disabilities Act, and all other
claims of age, race, gender, disability or other discrimination
under any federal, state or local law.  The foregoing is
intended as a general release by the Employee and any entity
owned or controlled, in whole or in part, by Employee of each
Releasee.

Insofar as the foregoing release relates to claims the Employee
may have under the Age Discrimination in Employment Act, the
Employee understands that he has 21 calendar days to consider
his release of such claims; the Employee acknowledges that

She was advised by the Company to have this Agreement reviewed by
legal counsel; and the Employee understands that he has seven
calendar days from the date hereof (the date of execution of
this Agreement) to revoke this Agreement.

In addition to the foregoing, the Employee and any entity owned
or controlled, in whole or in part, by Employee agree not to sue
any of the Releasees with respect to any claim released above,
and further agrees that any breach of this covenant would cause
any Releasee irreparable injury that would not and could not be
reasonably or adequately compensated by damages in an action at
law.  Therefore, the Employee agrees that each Releasee shall be
entitled, in addition to any other remedies it may have under
this Agreement at law or otherwise, to immediate injunctive and
other equitable relief to prevent or curtail any breach of this
covenant not to sue.

DATED 20th day of December, 1996.

(Signed) Gayle S. Smith   
-----------------------
GAYLE S. SMITH, Releasor