<PAGE>




                                  EXHIBIT 10.1

                     INSTALLATION AND MARKETING AGREEMENT,
                            DATED SEPTEMBER 30,1996
                     BETWEEN THE COMPANY AND KINKO'S, INC.























-------------------------------
*Indicates marked portions deleted and filed separately with the Commission 
pursuant to a confidential treatment request.


<PAGE>

                      INSTALLATION AND MARKETING AGREEMENT


          THIS INSTALLATION AND MARKETING AGREEMENT is made and entered into 
in the State of California this day of 30, September 1996, by and between 
KINKO'S, INC., a corporation organized and existing under the laws of the 
State of California ("KINKO'S") and U-SHIP, INC., a corporation organized and 
existing under the laws of the State of Utah ("U-SHIP"), and is based on the 
following premises:

          WHEREAS, KINKO'S provides administrative, distribution and real 
estate services and other business support to operators of the more than 850 
retail service locations around the world who are licensed to provide copying 
and other business services under the trademark, KINKO'S; and

          WHEREAS, U-SHIP engages in the manufacture and sale of self-service, 
consumer oriented, automated shipping center products, complete with equipment 
and controlling software, and provides processing services and technical 
support with respect to such ASC's; and

          WHEREAS, KINKO'S wishes to provide package shipping services, using 
the automation provided by U-SHIPS ASC's;

          NOW, THEREFORE, in consideration of the premises and mutual 
covenants contained herein, KINKO'S and U-SHIP agree as follows:

1.        THE WORK; EXISTING LEASES.

          A.   THE WORK.  U-SHIP, at its sole expense, hereby agrees to 
deliver and install an automated shipping center (ASC) in KINKO'S retail 
service locations listed on Exhibit A (ASC Site).  U-SHIP further agrees to 
provide the processing services and technical support with respect to such 
ASC's.  The delivery and installation of the automated shipping center and the 
processing services, technical support and maintenance with respect to such 
ASC's required of U-SHIP pursuant to this Agreement (collectively, the "Work") 
is more particularly described on Exhibit B, attached hereto and incorporated 
herein. This Installation And Marketing Agreement shall constitute the 
"Agreement" between the parties and shall set forth the rights and liabilities 
of the parties to this Agreement.  To place an order for the delivery and 
installation of an ASC not included on Exhibit A, KINKO'S will complete an 
installation request form ("Request") attached hereto and incorporated herein 
as Exhibit C.  Said Request(s) shall not become part of the Agreement until 
such Request(s) are signed by both parties, including approval of KINKO'S 
Business Segment Manager.  U-SHIP reserves the right to decline to accept any 
Request for any reason, including but not limited to election not to be 
subjected to any state's franchise, business opportunity, or other commercial 
law, or for no reason.  U-SHIP hereby agrees to perform the Work in accordance 
with the terms and conditions of this Agreement. To the extent that a conflict 
exists between the terms and cond. itions of Exhibit C and the terms and 
conditions of the Agreement, the Agreement shall control.

     B.   BUY-OUT AND CONVERSION OF EXISTING LEASES.  The Parties hereby 
acknowledge and agree that KINKO'S has previously entered into Lease 
Agreements with Bank of Bismarck and/or U-SHIP for ASC's in the States of 
Arizona, Minnesota, Illinois and Tennessee ("Existing Leases") all as more 
particularly described in Exhibit D.   Within thirty (30) days of the 
"Effective Date," U-SHIP shall complete any and all documents necessary to 
buy-out the Existing Leases and the subject ASC's will remain at the KINKO'S 
locations described in Exhibit D but shall be thereafter be governed by the 
terms and conditions of this Agreement. The "Installation Term" as to each 
such ASC shall commence on the "Effective Date" of this Agreement.


<PAGE>

2.   TERM OF AGREEMENT AND INSTALLATION TERM; EFFECT OF EXPIRATION OF TERM.  
The term of this Agreement shall commence on the date that this Agreement is 
fully executed by both parties hereto (the "Effective Date") and shall expire 
on December 31, 1997 ("Expiration Date").  Any ASC's installed in accordance 
with the terms and conditions of this Agreement shall remain in operation at 
the site of installation for Thirty-six (36) months from the date of 
installation ("Installation Term"), notwithstanding the earlier expiration of 
this Agreement.  The obligations of the parties pursuant to this Agreement 
shall survive the expiration of this Agreement throughout the Installation 
Term for each ASC remaining in operation as of the Expiration Date. Upon 
expiration of this Agreement (except as to those ASC's remaining in operation 
as of the Expiration Date the following shall apply upon the expiration of the 
Installation Term) the software license, maintenance agreements, and services 
agreements related to each ASC shall automatically and simultaneously 
terminate and U-SHIP shall promptly disassemble and remove each ASC.

3.   *









4.   INSTALLATION OF ASC'S.  Prior to the installation of an ASC in an ASC 
Site, KINKO'S, at its sole cost, shall prepare the ASC Site according to the 
specifications set forth in Exhibit E. KINKO'S shall pay the basic charges for 
telephone lines, directly to the appropriate phone company, but KINKO'S shall 
not be responsible for per-call charges for data transfer from each ASC. 
KINKO'S shall allow U-SHIP to install ASC's at up to Two hundred fifty (250) 
KINKO'S locations during the term of this agreement, subject to prior written 
approval of KINKO'S U-SHIP Business Segment Manager of the Installation 
Requisition. Once an ASC is installed in accordance with the terms and 
conditions of this Agreement, KINKO'S shall not relocate ASC's without the 
prior written consent of U-SHIP, which consent will not unreasonably be 
withheld. U-SHIP will consider requests to install ASC's at locations outside 
the United States. U-SHIP'S consent to such requests may involve terms and 
conditions different from and additional to those provided herein, if required 
by law.

5.   CLEANING AND MONITORING OF ASC'S. KINKO'S, at its sole cost, shall 
provide for each ASC regular site services such as cleaning of the ASC and 
surrounding area and restocking of label and printer paper and daily 
examination of the ASC for damage. KINKO'S shall collect cash payments on 
behalf of U-SHIP made by ASC users.   KINKO'S shall report promptly to U-SHIP 
by telephone any visible ASC damage and any reported service problems or 
nonfunctioning of the ASC.

6.   SOFTWARE DEVELOPMENT. The parties have discussed possible development of 
software products by U-SHIP specifically for KINKO'S, but any such development 
shall be the subject of a separate agreement.

7.   SOFTWARE LICENSE AND MAINTENANCE. Each ASC shall incorporate software for 
operating the ASC and for processing data entered. In the event that such 
software is licensed by a third party as an operating system of the computer, 
U-SHIP shall notify KINKO'S of the existence of restrictions under such 
license and a copy of the relevant license(s) shall be attached as Exhibit E. 
With respect to the software licensed and provided by U-SHIP for use by 
KINKO'S (the "U-SHIP Software"), the following terms and

-------------------------------
*Indicates marked portions deleted and filed separately with the Commission 
pursuant to a confidential treatment request.


<PAGE>

conditions apply to KINKO'S' use of such U-SHIP Software. All U-SHIP Software 
supplied to KINKO'S or installed in the ASC's is covered by this license, 
regardless of whether separately listed on any listing or presentation of 
software products of U-SHIP supplied to KINKO'S.

8.   GRANT OF LICENSE: LIMITATIONS. U-SHIP hereby grants to KINKO'S, for the 
U-SHIP Software provided to or with each ASC, a single, non-transferable, and 
nonexclusive license to use the U-SHIP Software in the normal operation of the 
ASC. No right, title, or interest in the U-SHIP Software or any part of it or 
in the ASC hardware is transferred hereby; KINKO'S does not hereby acquire any 
right, title, or interest in the screens, appearance, "look and feel," 
designs, icons, or other characteristics or parts of the U-SHIP Software 
and/or ASC hardware. KINKO'S shall have no right to alter, sublicense, copy, 
or distribute the U-SHIP Software or any part of it, and KINKO'S shall not 
examine, reverse compile, or reverse engineer the U-SHIP Software or clone it 
(or any part of it) or adopt it or any part of it as KINKO'S' own, or 
translate the U-SHIP Software into any computer language (e.g., COBOL, C, 
etc.) or human language (e.g., French) other than the language in which it is 
supplied.

9.   PROPRIETARY NOTICES. All or a part of the U-SHIP Software may have been 
patented. Patent or copyright notices may have-been included in the U-SHIP 
Software for protective purposes, but such notices shall not be construed as 
evidencing publication of the U-SHIP Software.

10.  CONFIDENTIALITY OF SOFTWARE. The U-SHIP Software and information 
pertaining to it, to the extent not published by U-SHIP, is confidential. 
Title to the U-SHIP Software remains at all times in U-SHIP. KINKO'S shall 
notify its employees of the confidential nature of the software and related 
information of U-SHIP and shall be responsible for ensuring that such 
employees do not disclose such information in violation of the terms of this 
Agreement.

11.   UPDATES AND ENHANCEMENTS. From time to time, U-SHIP may offer updates 
and/or enhancements to the U-SHIP Software. Updates are features, minor 
enhancements, or problem corrections that are added to the U-SHIP Software and 
which shall be issued periodically to KINKO'S for no additional cost. U-SHIP 
may also develop additional features that add significant functionality to the 
U-SHIP Software which may be licensed separately as enhancements. If KINKO'S 
elects to purchase a license for an enhancement, KINKO'S shall be charged the 
then current price therefor, and such enhancements shall be covered by the 
terms of this Agreement.

12.  COMMISSIONS PAYABLE.

     A.  *







     B.   Within thirty (30) days following the end of each calendar month 
during the term beginning with the Effective Date, U-SHIP shall furnish to 
KINKO'S complete and accurate statements of shipments made during the calendar 
month certified to be accurate by a designated representative of U-SHIP.  Such 
statements shall reflect cash payments made by ASC users collected by KINKO'S 
as a credit to U-SHIP.  It is a material term and condition of this Agreement 
that shipments be reported on a store by store basis. Receipt or acceptance by 
KINKO'S of any of the statements furnished pursuant to this Agreement or of 

-------------------------------
*Indicates marked portions deleted and filed separately with the Commission 
pursuant to a confidential treatment request.


<PAGE>

any sums paid hereunder shall not preclude KINKO'S from questioning the 
correctness thereof at any time, and in the event that any inconsistencies or 
mistakes are discovered in such statements or payment, they shall immediately 
be rectified and the appropriate payments made by U-SHIP or KINKO'S as the 
case may be. Any payments which are made hereunder by U-SHIP or KINKO'S, as 
the case may be, after the due date required therefore, shall bear interest at 
the then current prime rate (or the maximum rate permissible by law, if less 
than the current prime rate) from the date such payments are due to the date 
of payment.

     C.   U-SHIP shall maintain complete and accurate records in accordance 
with generally accepted accounting principles to substantiate all of U-SHIP'S 
Commission payments hereunder including without limitation, invoices, 
correspondence, banking and financial records.  U-SHIP shall retain such 
records for three (3) years from the expiration or earlier termination of this 
Agreement or any renewals hereof.  At any time during the term of this 
Agreement and for three (3) years following the expiration or earlier 
termination of this Agreement, upon five (5) days written notice to U-SHIP, 
KINKO'S or its nominees shall have the right to inspect and audit U-SHIP'S 
books and records as they relate in any manner to this Agreement and the 
relationship of the parties.   U-SHIP agrees not to cause or permit any 
interference with KINKO'S or KINKO'S nominees in the performance of their 
duties of inspection and audit.  The exercise by KINKO'S in whole or in part, 
or at any time or times of the right to audit records, the acceptance by 
KINKO'S of any statement or statements or the receipt and deposit by KINKO'S 
of any payment tendered by or on behalf of U-SHIP shall be without prejudice 
to any rights or remedies of KINKO'S and shall not stop or prevent KINKO'S 
from thereafter disputing the accuracy of any such statement or payment.  
Should an inspection or audit conducted pursuant hereto reveal any shortfall, 
U-SHIP shall pay to KINKO'S an amount equal to such shortfall together with 
the interest thereon at the then current prime rate from the date such amount 
became due until the date of payment. Nothing herein shall be construed to 
prevent KINKO'S and/or its duly authorized representatives from testifying in 
any court of competent jurisdiction with respect to the information obtained 
as a result of such inspection or audit in any action instituted to enforce 
the rights of KINKO'S under the terms of this Agreement.

13.  FORCE MAJEURE. Notwithstanding anything herein to the contrary, neither 
party shall be responsible for failure to fulfill its non-monetary obligations 
under this Agreement due to fire, flood, war, labor disputes, shortages, 
riots, insurrections, explosions, earthquakes, acts of god or any other cause 
beyond its control and without its fault or negligence provided it promptly 
notifies the other party of its inability to fulfill its non-monetary 
obligations, the cause of its inability to fulfill its non-monetary 
obligations, and the non-performing parties' reasonable estimation of the 
duration of its inability to fulfill its non-monetary obligations provided the 
non-performing party exercises reasonable efforts to commence fulfillment of 
its obligations hereunder as soon as possible and proceeds to perform with 
dispatch once the cause(s) are removed or cease.

14.  TITLE AND RISK OF LOSS. Title to the ASC's  shall remain in U-SHIP and 
risk of loss pertaining to the ASC(s) shall be borne by U-SHIP at all times 
during this Agreement, except that U-SHIP shall not bear the risk of loss to 
the ASC(s) occurring after installation of the ASC at the installation site in 
the event such loss arises pursuant to accident, disruption or surge of 
electrical power, fire, flood or any other casualty, repair or attempted 
repair by anyone not authorized by U-SHIP, or neglect, misuse or abuse by 
KINKO'S or others at the installation site, other than representatives of 
U-SHIP.

15.  MUTUAL INDEMNIFICATION.  Each party shall indemnify, defend and hold the 
other harmless from and against all liability, claims, actions, suits and 
other proceedings of any nature whatsoever, and any and all losses, judgments, 
damages, expenses or other costs (including reasonable counsel fees and 
disbursements and court costs), which the other party may incur, suffer, 
become liable for, or which may be asserted against the other party as a 
result of (i) the acts, errors or omission of such party or its directors, 
officers, employees, contractors, agents or assigns, as a result of or while 
performing its or their obligations hereunder and/or (ii) any breach or 
violation by such party of any of the terms and provisions of this Agreement.  
The indemnification provided by, or granted pursuant to, the provisions of 
this Paragraph, shall not be deemed exclusive of any other rights to which a 
party may be entitled.  All rights to

<PAGE>

indemnification under this provision shall be deemed to be provided by a 
contract between the parties while this Agreement and relevant provisions of 
applicable law, if any, are in effect.  Any repeal or modification hereof or 
thereof shall not affect any such rights then existing.  The indemnification 
provided by, or granted pursuant to this provision shall, unless otherwise 
provided, inure to the benefit of each party and its successors and assigns.  
Any indemnification due pursuant to the terms herein shall be made promptly, 
and in no event later than thirty (30) days, after such party's receipt of 
written request therefor.

16.  MUTUAL OBLIGATION TO PURCHASE INSURANCE. Without limiting the foregoing 
indemnification obligations,  each party agrees to maintain at its own 
expense, during the term of this Agreement and for one (1) year hereafter, 
with an insurer or insurers reasonably acceptable to the other party, the 
following insurance coverage: (a) commercial general liability insurance 
including products/completed operations, blanket contractual liability, and 
personal injury and advertising injury liability coverage in amounts no less 
than Two Million Dollars ($2,000,000.00) combined single limit for each single 
occurrence for bodily injury and property damage and Two Million Dollars 
($2,000,000.00) in the general aggregate, and (b) product liability insurance 
providing adequate protection for both parties against any such claims or 
suits in amounts no less than Two Million Dollars ($2,000,000.00).  Within 
thirty (30) days from the Effective Date hereof each party shall submit to the 
other party a certificate evidencing such insurance, that such party has been 
named as an additional insured party on said insurance and, with respect to 
any claim for which the insuring party is obligated to indemnify the other 
party, that said insurance shall be primary coverage before any other similar 
insurance available to the other party.  The certificate shall provide for at 
least thirty (30) days advance written notice to the other party of any 
cancellation or reduction in such coverage.

17.  TERMINATION FOR DEFAULT.  Upon the occurrence of a material default by 
the other party in the performance of the terms and conditions of this 
Agreement, either party may, by written notice to the other party, terminate 
this Agreement in whole or in part including the termination of any 
installation of an ASC pursuant to this Agreement. The following events shall 
constitute a material default:

     (1)  The failure of the other party to pay any monies upon the terms 
contained herein;

     (2)  The failure of the other party to perform any of its obligations 
under this Agreement; or

     (3)  The other party shall become bankrupt, have an order of receivership 
issued against it, file a petition in bankruptcy, make an arrangement with or 
assignment in favor of the creditors or go into liquidation (other than 
voluntary liquidation for purposes of merger or reorganization, where it does 
not result in any material diminution of the other party's ability to perform 
its obligation hereunder); or

     (4)  The sale or transfer of control of the other party or substantially 
all of the assets thereof to an unrelated entity.  In the event that a party 
hereto (a) merges with one or more other entities licensed to use the such 
party's trademark, or (b) assigns all its right, title and interest in this 
Agreement to the owner/licensor of said trademark, such a transfer shall be 
specifically excluded as an event of default for purposes of this Agreement.

Either party's right to terminate this Agreement for any of the reasons listed 
hereinabove may be exercised if the defaulting party does not promptly 
implement the necessary measures to correct such failure within thirty (30) 
days (or more if authorized in writing by the non-defaulting party) after 
receipt of notice from the non-defaulting party specifying in reasonable 
detail the failure and if the defaulting party does not continue to diligently 
prosecute the cure to completion.

18.  NON-DISCLOSURE/CONFIDENTIALITY. KINKO'S and U-SHIP may exchange business 
information or technical information during the term of this Agreement that is 
proprietary to the disclosing party and considered by it to be a trade secret 
("Confidential Information").  If at the time of disclosure such information 
is identified in writing as proprietary, or identified as proprietary with 
follow-up written notification thereof within ten (10) days, then the 
receiving party will guard its confidentiality with the same degree of care 
that such party replies to its own proprietary information, but at least using 
reasonable

<PAGE>

care.  This obligation shall survive any termination of this Agreement but 
shall not apply to information which:

    a)  Was in the receiving party's possession, without restriction, prior to 
        its receipt from the disclosing party;

    b)  Is independently developed by the receiving party without using 
        Confidential Information of the disclosing party;

    c)  Is or becomes public knowledge without fault of the receiving party;

    d)  Is or becomes available to the receiving party, validly without 
        restriction, from a source other than the disclosing party;

    e)  Becomes available to a third party from the disclosing party, without 
        restriction;

    f)  Is publicly disclosed (not under adequate protective order) by the 
        receiving party under an order of a court or government agency, 
        provided that the receiving party provides prior written 
        notification to the disclosing party of such obligation and of any 
        opportunity to oppose such order.

The terms of this Agreement, but not its existence or the number of ASC's 
installed hereunder, shall be considered confidential and subject to 
provisions of this Section 19.  In the event the parties agree to disclose any 
of the terms of this Agreement, each party shall in each instance obtain the 
prior written approval of the other concerning the exact text and timing of 
news releases, articles, brochures, advertisements, prepared speeches and 
other information concerning such terms.

19.  PROTECTION OF THE MARK.  During the term of this Agreement, U-SHIP agrees 
to refrain from any unauthorized use of the trademark, KINKO'S (the "Mark") 
and agrees to assure usage of the Mark solely as approved hereunder and as 
otherwise approved in writing by KINKO'S.  U-SHIP shall not use, or permit the 
use of, the Mark in written and/or oral communication(s) or in any other 
manner or form without prior written consent for each and every such use.  
This Agreement does not constitute a grant of a license to KINKO'S for use any 
of U-SHIP'S trademarks, logos or trade names; to the extent trademarks, logos 
or trade names appear on an ASC, on screen or on line, the same are for 
identification purposes and no proprietary right or license is hereby given to 
KINKO'S.

20.  REPRESENTATIONS AND WARRANTIES.  Each party represents and warrants the 
following:

     a.  That the execution and delivery of this Agreement and the performance 
of the transactions contemplated hereby are within its corporate powers, have 
been duly authorized by all necessary action, and do not contravene, violate, 
or conflict with, or constitute a default under, any provision or applicable 
law, regulation, any governing documents, charter or bylaw, or any agreement, 
license, judgment, injunction, order, decree or other instrument binding on it;

     b.  That it has the legal right, power and authority to grant the rights 
to the other party as set forth herein and to execute and deliver this 
Agreement and to perform and/or permit all the transactions contemplated 
hereby;

     c.  That it will not harm, misuse or bring into disrepute the 
trademark(s), commercial symbol(s), trade secret(s), servicemark(s), and 
logotype(s) of the other party;

     d.  That it  will not create any expenses chargeable to the other party 
without such party's prior written approval of said cost;

     e.  That it will comply with the terms of this Agreement and all laws and 
regulations relating or pertaining to the subject matter of this Agreement and 
shall comply with any regulatory agencies which shall have jurisdiction over 
the subject matter of this Agreement.

21.  NON-EXCLUSIVE. The parties hereto agree that nothing contained in this 
Agreement shall be construed as creating an exclusive relationship between the 
parties, except that during the period when an

<PAGE>

ASC is installed at a ASC Site, KINKO'S shall not install or use any competing 
automatic shipping system in the ASC Site.  Subject to the foregoing, this 
Agreement is non-exclusive and nothing in this Agreement shall prevent the 
other party from entering into the same or similar relationship with others; 
or from developing similar or competing relationships with others.

22.  RELATIONSHIP OF PARTIES. This Agreement does not make either party the 
employee, agent, franchisee, fiduciary or legal representative of the other 
party for any purpose whatsoever. Neither party shall have any authority to 
bind the other party in agreements with third parties. In fulfilling their 
obligations hereunder, each party shall act as an independent contractor.

23.  AMENDMENTS. No change, alteration or amendment to this Agreement shall be 
valid unless made in writing and signed by the duly authorized representative 
of each party.

24.  NO ASSIGNMENT. Except as provided herein, neither party shall have any 
right to transfer or assign its rights or obligations under this Agreement to 
any third party without prior written consent of the other party; except that 
either party may assign or transfer its interest under this Agreement to any 
successor by merger or consolidation or an entity which acquires substantially 
all of the assets of such party and which agrees to assume, and be bound by 
the terms of this Agreement. Notwithstanding anything herein to the contrary, 
either party shall have the right to assign, transfer, convey, sell, encumber 
or in any way alienate all or any part of this Agreement (collectively 
"transfer") to any of its partners, related entities, subsidiaries or 
affiliates, or to a successor entity in the event of merger, reorganization, 
consolidation, transfer, sale, stock purchase, public offering or other change 
of ownership (collectively "affiliate") without consent of or recourse by the 
other party provided that at the time of such transfer the affiliate (i) is 
capable of performing and is legally authorized to perform all of the 
transferring party's obligations hereunder, (ii) has a net worth in excess of 
the transferring party prior to the transaction and (iii) consents in writing 
to such transfer.

25.  NOTICES. Any notice required or permitted to be given under this 
agreement is effective upon receipt by the party to be charged with notice, 
shall be given in writing, and may be delivered by (a) personal service, (b) 
registered mail, postage prepaid, addressed to the other party, (c) overnight 
delivery services such as United Parcel Service, or (d) facsimile with 
confirmation of delivery:

                    Wendell Wilson
                    KINKO'S, Inc.
                    255 W. Stanley Avenue
                    Ventura, CA  93001-8000

                    with a copy to:

                    Stuart Blake
                    KINKO'S, Inc.
                    255 W. Stanley Avenue
                    Ventura, CA  93001-8000

                    U-SHIP, Inc.
                    5583 West 78th Street
                    Edina, Minnesota 55439
                    Attention: Bruce H. Senske

26.  GOVERNING LAW; ARBITRATION. This Agreement shall be governed by and 
construed in accordance with the internal laws of the State of California. 
Except as hereinafter provided, any disputes between the parties and based 
upon or arising out of this Agreement shall be subject to resolution through 
consultation of the parties in good faith. If such consultation should fail to 
result in a resolution of the disputes, then each dispute not so resolved may, 
on demand of either of the parties hereto, be submitted to binding

<PAGE>

arbitration in accordance with the rules of the American Arbitration 
Association ("AAA"). Such arbitration shall be governed by the United States 
Federal Arbitration Act ("FAA"), 9 U.S.C. sec.1, et A. In the event any rule 
or procedure of the AAA applicable to such proceeding shall be in conflict 
with the FAA or established case law under the FAA, the FAA shall prevail and 
preempt any other interpretations, rules, or procedures to the contrary. 
Unless the parties mutually agree otherwise, the proceedings shall not be 
administered by the AAA; rather, the proceeding shall be administered by a 
single arbitrator agreed upon by the parties.. If the parties cannot agree 
upon a single arbitrator, a panel of three arbitrators shall be selected in 
the following manner: KINKO'S and U-SHIP shall each select one (1) arbitrator 
who shall be free from conflict of interest with respect to the subject matter 
and the parties to the proceeding. Any arbitrator who is appointed shall 
answer any reasonable interrogatories propounded by another party regarding 
the qualifications and the existence of any conflict of interest, and such 
answers may be used to disqualify or challenge such arbitrator. The 
arbitrators so selected shall designate a third arbitrator who shall, 
similarly, be free of any conflict of interest. The arbitrators shall act 
based upon a decision of the majority of them. If any arbitrator fails or 
ceases to act, or is disqualified, such arbitrator shall be redesignated or 
appointed in the manner and by the same person or persons who originally 
appointed him or her. The arbitration proceedings shall be held in San 
Francisco, California or such other location as the parties may mutually 
agree. For the purpose of enforcing the provisions of this Section, KINKO'S 
consents to the personal jurisdiction of the United States Federal District 
Court in the State of California, U.S.A., and U-SHIP consents to the personal 
jurisdiction of the United States Federal District Court for the Southern 
District of California, for the purpose of compelling arbitration proceedings 
or confirming an award rendered therein. After confirmation, either party may 
seek whatever assistance is desired of any additional court otherwise having 
jurisdiction to enforce such award. The arbitrator(s) may award a prevailing 
party in any arbitration proceeding hereunder any or all of the following 
relief or remedies: (a) judgment; (b) injunctive relief; (c) compensatory 
damages; or (d) interest, attorney's fees and other reasonable and necessary 
costs (including, without limitation, fees of arbitrators, transcripts, 
hearing rooms, and expenses of arbitrators). The parties agree that no award 
in arising out of or in connection with this Agreement shall consist of or 
include punitive damages.  The parties agree that this provision for 
arbitration shall not be interpreted to prevent injunctive relief pending 
resolution of any dispute hereunder through arbitration.

27.  TAXES. U-SHIP shall be solely responsible for and shall pay all 
assessments, taxes, including sales taxes and/or other governmental charges 
pertaining to the use and ownership of the ASC, however designated, and which 
are now or hereafter imposed under or by any governmental agency or authority, 
except such taxes which may be applicable to the commission collected by 
KINKO'S pursuant to Section 12 hereinabove.

28.  JOINT MARKETING. On a local or regional basis, as appropriate based upon 
the number of ASC locations in any given region, KINKO'S shall use good faith 
efforts to market the package-shipping capability represented by the ASC, 
within the restrictions of proper use of U-SHIP'S trademarks and trade names 
as provided herein. U-SHIP shall provide ongoing support information and 
advice for KINKO'S advertising and promotion of the ASC. No less than 
annually, U-SHIP and KINKO'S shall meet and cooperate on an advertising plan 
and strategy for the following year.

29.  ENTIRE AGREEMENT. This Agreement represents the entire agreement between 
the parties with respect to the subject matter hereof, and all oral 
communications, negotiations and agreements between the parties which took 
place prior to the effective date hereof are merged into this Agreement.

<PAGE>

30.  EXHIBITS.  The following exhibits are attached to this Agreement and are, 
by this reference, hereby incorporated and shall be treated as if set forth in 
full herein:

     Exhibit A:     ASC Sites
     Exhibit B:     Description of Work
     Exhibit C:     Installation Request Form
     Exhibit D:     Existing Leases
     Exhibit E:     Specifications for ASC Site Preparation

     IN WITNESS WHEREOF, the parties have executed this Agreement effective 
the date first above written.

                                   U-SHIP, INC.



                                   By:         /S/ BRUCE SENSKE
                                      --------------------------------------
                                        Bruce H. Senske,
                                        Chairman and CEO

                                   KINKO'S, Inc.



                                   By:         /S/ WENDELL WILSON
                                      --------------------------------------
                                        Wendell Wilson, Vice President
                                        Operations & Product Management

<PAGE>

                                KINKO'S LOCATIONS
                                ROLL-OUT SCHEDULE
                                    EXHIBIT A

LOCATION                   CONTACT           TITLE                     NUMBER OF
                                                                        ASCS
City              ST

Fort Smith        AR       Wayne Rogers      Branch Office Manager      1
Brea              CA       Randal Barron     Regional Manager           10
Van Nuys          CA       Greg Williams     Branch Manager             1
San Francisco     CA       Bryan Wayson      Branch Manager             1
Palm Desert       CA       Cathie Walsh      Manager                    1
Boulder           CO       Todd Ordahl       Executive Vice President   50
Boulder           CO       Jim Gornick       Branch Manager             1
Boulder           CO       Dave Miescke      Branch Manager             1
Taylor            MI       Sue Coffaro       Regional Manager           1
Syracuse          NY       David Agosto      Branch Manager             1
Kent              OH       Wayne Matthews    Computer Svcs. Manager     5
Pittsburgh        PA       Matthew McDonald  Regional Manager           10
Waco              TX       Annisa Thomas     Manager                    1
Salt Lake City    UT       J.C. Cole         Regional Manager           10


TOTAL                                                                   93


<PAGE>

                                    EXHIBIT B
                                   PAGE 1 OF 2

                                    THE WORK

     U-Ship, at its sole expense, hereby agrees to deliver and install 
automated shipping centers ("ASC's") and perform processing services, 
technical support and maintenance with respect to such ASC's pursuant to the 
following terms and conditions:

1.   INSTALLATION.

     A.   Exerting its best reasonable efforts to meet any agreed installation 
dates, U-SHIP shall ship each ASC and install it at the designated site. 
Shipment of all ASCs shall be from Minneapolis, Minnesota, and, 
notwithstanding any other provisions of this Agreement, all expenses related 
to transportation and transportation insurance shall be paid by U-SHIP.  
Installation shall include delivery, placement, electrical attachment and 
telephone hook-up. U-SHIP personnel or other trained personnel shall run 
U-SHIP's diagnostic software and demonstrate the proper functioning of the ASC 
upon installation. If the ASC is not operating in accordance with 
specifications immediately after installation, KINKO'S may reject it, in which 
case U-SHIP may replace, repair or re-install the ASC until proper functioning 
is demonstrated.

     B.   As soon as reasonably possible following installation of each ASC, 
but only once per site, U-SHIP personnel, either on site or by video 
conference, shall render individual or small-group training for the KINKO'S 
personnel associated with the site. Such training shall be of approximately 
three hours' duration and shall include delivery of a training video and a 
users' manual.

2.   TRANSACTION-BASED SERVICES.

     A.   U-SHIP shall provide data processing services including data 
transfers, data handling, and credit card processing. U-SHIP's state of the 
art data network provide class five military security to ensure data integrity 
and security.  Each Model 4100 ASC contacts the U-SHIP Automated Clearing 
House system daily.  The U-SHIP Clearing House function reads in all package 
transactions, reformats encrypted credit card charge data for forwarding to 
the credit card processing service, logs activity levels against key 
maintenance parameters, and creates a back-up activity file for future 
reference, should it be required, for machine performance analysis and 
development of marketing statistics.

     B.   Credit cards accepted by the ASC's shall be those of the VISA, 
MasterCard, and American Express systems.  U-SHIP shall process such credit 
card transactions on its own behalf and for its own account and thereby 
collect all revenues from credit card transactions directly from the card 
issuers.  U-SHIP shall also arrange for the possibility of use of the KINKO'S 
corporate credit cards in the ASC's and shall provide KINKO'S daily with the 
billing file for such card.  Transactions involving the KINKO'S credit cards 
shall be deemed to be cash transactions and the associated revenues dealt with 
as cash according to Section 11 of this Agreement.

     C.   No less often than once per month and no more often than once per 
week,   U-SHIP shall provide data on processed transactions to KINKO'S in a 
form reasonably requested by KINKO'S, for further analytical processing by 
KINKO'S.  At an additional setup charge and periodic reporting fee, as agreed 
upon in advance by the parties, KINKO'S may request and      U-SHIP shall 
provide analytical reports as reasonably specified by KINKO'S.

     D.   Assuming collection of shipping customers' payments according to the 
Agreement, U-SHIP shall be responsible for all payments to UPS or other 
shippers for shipment of the packages processed by ACS's.

<PAGE>

                             EXHIBIT B, PAGE 2 OF 2


     E.   Shipping services of U-SHIP under this Agreement shall include the 
following, with respect to mailing transactions conducted through use of the 
ASC's: (i) handling all interactions and processing all financial transactions 
with the package carrier; (ii) package tracking; (iii) loss recovery; and (iv) 
provisions of signage and promotional materials and assistance of KINKO'S, 
including press releases and advertising materials for use by KINKO'S.

3.   ASC GENERAL SUPPORT.

     U-SHIP shall provide telephone support for employees of KINKO'S 
concerning operation or failure of ASCs, at U-SHIP's 1-800 number, provided 
that such employees call promptly after a problem occurs, but between the 
hours of 9:00 a.m. and 7:00 p.m. Eastern Standard Time, and have the following 
information ready: (i) ASC number, from the top of the receipts issued by the 
ASC, and on the Managers Screen; (ii) the product function that the ASC was 
performing when the problem occurred; (iii) the process that was taking place 
when the problem occurred; (iv) a statement of when the problem occurred; and 
(v) a description of the steps that KINKO'S representatives have taken since 
the problem occurred and the information currently being displayed on the 
monitor.

4.    SOFTWARE TECHNICAL SUPPORT.

     Support for the U-SHIP Software generally consists of telephone technical 
assistance provided by U-SHIP relating to U-SHIP Software licensed to KINKO'S 
hereunder and offered during the hours specified in Section 3 above in this 
Exhibit B. From time to time U-SHIP or KINKO'S may notice and report material 
deviations between the U-SHIP Software and the U-SHIP manual for the relevant 
model ASC ("Software Problems"). In such cases, U-SHIP will employ reasonable 
efforts to correct Software Problems within 24 hours of a report thereof by 
KINKO'S to U-SHIP, or if U-SHIP is unable to provide such correction by 
telephone-to KINKO'S or to the ASC directly within 24 hours despite the use of 
all reasonable best efforts, then U-SHIP will supply the corrections as soon 
as is reasonably possible. Correction of Software Problems shall consist of 
supplying or transmitting to the ASC or KINKO'S, or may consist of publishing, 
corrections which will bring the U-SHIP Software into compliance with the 
relevant U-SHIP manual. Any changes in manuals in connection with this 
provision shall be for the purpose of removing errors in documentation, 
providing consistency of interpretation, or describing an update or 
enhancement to the U-SHIP Software.


<PAGE>

                                   EXHIBIT C

                                    [LOGO]

                           REQUEST FOR ASC PLACEMENT


-------------------------------------------------------------------------------
LOCATION
-------------------------------------------------------------------------------
Store Name:

-------------------------------------------------------------------------------
Contacts - Store Manager:

-------------------------------------------------------------------------------
           Customer Service Manager:

-------------------------------------------------------------------------------
           Bookkeeper:

-------------------------------------------------------------------------------
Address:                               Do you go on daylight savings? YES / NO

                                       Time Zone: EASTERN  CENTRAL  MOUNTAIN  
                                                  PACIFIC  ALASKA  HAWAII
-------------------------------------------------------------------------------
Phone #: (     )                       Fax #: (     )

-------------------------------------------------------------------------------
Current 
UPS:    YES/NO  Postal Substation: YES/NO  Weekly store traffic:  Store hours:
Pkgs per month:
-------------------------------------------------------------------------------
Directions to Store:

-------------------------------------------------------------------------------
U-SHIP 4100             UNIT PLACEMENT SPECIFICATIONS
-------------------------------------------------------------------------------


                        Please mark (X) if specification has been met:

                    / / Phone: RJ11 wall-mounted phone jack, using a direct 
                        access phone line
                        
                    / / Power: 120 VAC; 15 amps; dedicated outlet
   [Picture]
                    / / Package drop-off within sight of the unit
                        
                    / / Unit not placed in direct sunlight
                        
                    / / Unit away from cart storage

                    / / Unit not placed in extreme temperatures

                    / / Area for overhead sign and shipping supplies

Dimensions:  43"(w) x 55"(h) x 31" (d)

-------------------------------------------------------------------------------
SHIPPING SUPPLIES
-------------------------------------------------------------------------------
                        Please circle   YES  or  NO  to order shipping supplies

   Are you interested in 
 ordering discount shipping       If yes, a U-Ship representative will send you 
 supplies to complement your       information on pricing and supplies offered.
   UPS shipping services?
-------------------------------------------------------------------------------
PROMOTIONAL DESIGN      DIMENSIONS
-------------------------------------------------------------------------------
                        For promoting your U-Ship UPS Shipping Center you will
                        be provided with two  of the following items.

     [Picture]          Please circle your two choices:
                        a)     One 44" x 30" two-sided directional sign
                        b)     One 30" x 20" two-sided directional sign
                        c)     One 6' x 3' outdoor/indoor banner

-------------------------------------------------------------------------------
Authorized Signature:                 FOR OFFICE USE ONLY:
                                      Site Number:

-------------------------------------------------------------------------------
Title or Position:                    Shipper number:


-------------------------------------------------------------------------------
Date:                                 Installation Date:


-------------------------------------------------------------------------------
<PAGE>

                                   EXHIBIT D
                                  PAGE 1 OF 14



September 19, 1996



Mr. Greg Klausner
Kinko's Service Corporation
255 West Stanley Avenue
Ventura, California  93002-8000

Dear Greg:

This letter is to confirm that upon entering into the Installation and 
Marketing Agreement between Kinko's and U-Ship, U-Ship will buy out the 
current Kinko's lease contracts and convert the existing locations over to the 
terms and conditions of the new Agreement.  Attached you will find a list of 
the current Kinko's locations that will fall under this arrangement.

Best regards,

/s/ Bryan Virgin

Bryan Virgin
Vice President, Marketing & Sales


<PAGE>

                                   EXHIBIT D
                                  PAGE 2 OF 14


                             KINKO'S INSTALLATIONS
                             FINANCING ARRANGEMENTS



STORE NAME   LOCATION         MONTHLY FEE        FINANCING     DATE OF INSTALL
----------   --------         -----------        ---------     ---------------

Kinko's      Phoenix AZ         $160.20       Bank of Bismarck     10/14/95
Kinko's      Scottsdale AZ      $160.20       Bank of Bismarck     1/22/96

*The systems in Arizona are leased through Bank of Bismarck lease #818.

Kinko's      Bloomington MN     $159.75       Bank of Bismarck     9/24/95
Kinko's      Burnsville MN      $159.75       Bank of Bismarck     4/6/95
Kinko's      Eden Prairie MN    $159.75       Bank of Bismarck     10/12/95
Kinko's      Minneapolis MN     $159.75       Bank of Bismarck     9/25/95
Kinko's      Minnetonka MN      $159.75       Bank of Bismarck     10/17/95
Kinko's      Roseville MN       $159.75       Bank of Bismarck     9/26/95
Kinko's      St. Paul MN        $159.75       Bank of Bismarck     3/29/95

*Six systems in Minnesota are leased through Bank of Bismarck lease #813. 
(There is also an addendum to these lease for the seven system).

U-SHIP PAYS BANK OF BISMARCK EACH MONTH AND BILLS THE RESPECTIVE LOCATION FOR 
THE LEASE PAYMENT.

Kinko's      Brownsville TX     $100               U-Ship          8/29/96
Kinko's 
Chicago 9    Chicago IL         $100               U-Ship          8/20/96

Kinko's      Knoxville TN       $108.25            U-Ship          6/1/96
Kinko's      Knoxville TN       $108.25            U-Ship          6/1/96

*These locations are billed monthly directly through U-Ship.



<PAGE>

                             EXHIBIT D, PAGE 3 OF 14

LESSEE                                      SUPPLIER OF              LEASE #
                                            EQUIPMENT                  870

Name     T J KINKO'S, INC.                  U-SHIP INC.
Address  5516 LONAS ROAD SUITE #200         5583 WEST 78TH STREET
City     KNOXVILLE  State  TN  Zip  37909   EDINA, MN 55439
                                            (612) 941-4080
CONTACT                TODD JOHNSON
TELEPHONE NUMBER       423.558.8080

--------------------------------------------------------------------------------
 QUANTITY   DESCRIPTION OF EQUIPMENT                         SERIAL NUMBER(S)
--------------------------------------------------------------------------------
                                                             96050003
    2       U-SHIP MODEL 4100 AUTOMATED SHIPPING CENTER(S)   96050004
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
 INITIAL PAYMENT                  MONTHLY PAYMENTS                TERM AND NUMBER OF PAYMENTS MONTHS
----------------------------------------------------------------------------------------------------------
 <S>                              <C>                             <C>
                                                                  Total Lease Term:                     36
 First Month            $216.50   Base Rent             $200.00   Advanced Rentals Paid:                 1
 Documentation Fee                Sales/Use tax         $ 16.50   Lease Rentals Remaining:              35
 Total Initial Payment  $216.50   Total Monthly Payment $216.50   Payments Due And Payable As Invoiced
----------------------------------------------------------------------------------------------------------
</TABLE>

TERMS AND CONDITIONS

LESSEE HEREBY WARRANTS AND REPRESENTS THAT THE EQUIPMENT WILL BE USED FOR 
BUSINESS PURPOSES, AND NOT FOR PERSONAL, FAMILY, HOUSEHOLD, OR AGRICULTURAL 
PURPOSES.  LESSEE ACKNOWLEDGES THAT THE LESSOR AND ITS ASSIGNS HAS RELIED 
UPON THIS REPRESENTATION IN ENTERING INTO THIS LEASE.

1. LESSEE ACKNOWLEDGES THAT LESSOR IS NOT THE MANUFACTURER OF THE EQUIPMENT, 
NOR MANUFACTURE'S AGENT AND LESSEE REPRESENTS THAT LESSEE HAS SELECTED THE 
EQUIPMENT LEASED HEREUNDER BASED UPON LESSEE'S JUDGMENT PRIOR TO HAVING 
REQUESTED LESSOR TO PURCHASE THE SAME FOR LEASING TO LESSEE, AND LESSEE 
AGREES THAT THE EQUIPMENT LEASED HEREUNDER IS OF A DESIGN, SIZE, FITNESS, AND 
CAPACITY SELECTED BY LESSEE AND THAT LESSEE IS SATISFIED THAT THE SAME IS 
SUITABLE AND FIT FOR ITS ATTENDED PURPOSES. LESSEE FURTHER AGREES THAT LESSOR 
HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES OF WHATSOEVER NATURE, 
DIRECTLY OR INDIRECTLY, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO 
ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SUITABILITY, DURABILITY, 
FITNESS FOR USE AND MERCHANTABILITY OF ANY SUCH EQUIPMENT, THE PURPOSES AND 
USES OF THE LESSEE OR OTHERWISE.  LESSEE SPECIFICALLY WAIVES ALL RIGHTS TO 
MAKE CLAIM AGAINST LESSOR HEREIN FOR BREACH OF ANY WARRANTY OF ANY KIND 
WHATSOEVER, LESSOR HEREBY PASSES TO LESSEE ALL WARRANTIES, IF ANY RECEIVED BY 
LESSOR BY VIRTUE OF ITS OWNERSHIP OF THE EQUIPMENT.  LESSOR SHALL NOT BE 
LIABLE TO LESSEE FOR ANY LOSS DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED 
DIRECTLY OR INDIRECTLY BY ANY EQUIPMENT LEASED HEREUNDER FOR THE USE OF THE 
MAINTENANCE THEREOF, OR FOR THE FAILURE OF OPERATIONS THEREOF, OR FOR THE 
REPAIRS, SERVICE, OR ADJUSTMENT THERETO, OR BY ANY DELAY OR FAILURE TO 
PROVIDE ANY THEREOF, OR BY ANY INTERRUPTION OF SERVICE OR LOSS OF USE THEREOF 
OR FOR ANY LOSS OF ANY BUSINESS OR ANY OTHER DAMAGE WHATSOEVER AND HOWSOEVER 
CAUSED.  NO DEFECT OR UNFITNESS OF THE EQUIPMENT SHALL RELIEVE LESSEE OF THE 
OBLIGATION TO PAY RENT, OR ANY OTHER OBLIGATION UNDER THIS AGREEMENT TO 
LESSOR OR ITS ASSIGNEE. LESSEE FURTHER AGREES THAT LESSOR HAS MADE AND MAKES 
NO REPRESENTATIONS OR WARRANTIES OF WHATSOEVER NATURE, DIRECTLY OR 
INDIRECTLY, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY 
REPRESENTATION OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A 
PARTICULAR PURPOSE, INTERFERENCE ORE INFRINGEMENT WITH THE USE OR ENJOYMENT 
OF THE EQUIPMENT, DURABILITY OR SUITABILITY OF THE EQUIPMENT FOR THE PURPOSES 
OR THE USES OF LESSEE OR OTHERWISE, OR THE LIKE.  THERE IS NO EXPRESS OR 
IMPLIED WARRANTY FROM LESSOR THAT THE GOODS WILL BE FIT FOR A PARTICULAR 
PURPOSE, MERCHANTABLE OR FREE FROM ANY CLAIMS OF INTERFERENCE OR 
INFRINGEMENT.  LESSEE AGREES THAT, WITH RESPECT TO ANY CLAIMS AGAINST LESSOR, 
THE EQUIPMENT IS DELIVERED "AS IS" AND "WITH ALL FAULTS".  LESSEE 
SPECIFICALLY WAIVES ALL RIGHTS TO MAKE CLAIM AGAINST LESSOR HEREIN FOR BREACH 
OF ANY WARRANTY OF ANY KIND WHATSOEVER, LESSOR SHALL NOT BE LIABLE TO LESSEE 
FOR ANY LOSS, DAMAGE, OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR 
INDIRECTLY BY ANY EQUIPMENT LEASED HEREUNDER, FOR THE  USE OR THE MAINTENANCE 
THEREOF, OR FOR THE FAILURE OF OPERATIONS THEREOF, OR FOR THE REPAIRS, 
SERVICE, OR ADJUSTMENT THERETO, OR BY ANY DELAY OR FAILURE TO PROVIDE ANY 
THEREOF, OR BY ANY INTERRUPTION OF SERVICE OR LOSS OF USES THEREOF OR FOR ANY 
LOSS OF BUSINESS OR ANY OTHER DAMAGE WHATSOEVER AND HOWSOEVER CAUSED.  LESSEE 
ACCORDINGLY AGREES NOT TO ASSERT ANY CLAIM WHATSOEVER AGAINST LESSOR FOR LOSS 
OF ANTICIPATORY PROFITS OR CONSEQUENTIAL DAMAGES. LESSOR SHALL HAVE NO 
OBLIGATION TO INSTALL, ERECT, TEST, SERVICE, ORE MAINTAIN THE EQUIPMENT. 
LESSEE SHALL LOOK TO THE MANUFACTURER AND/OR  SELLER FOR ANY CLAIM RELATED TO 
THE EQUIPMENT.  Lessor hereby acknowledges that any manufacture's and/or 
seller's warranties are for the benefit of both lessor and lessee.  To the 
extent permitted by the manufacturer or seller, and provided Lessee is not in 
default under this Lease, Lessor shall make available to Lessee all 
manufacturer and/or seller warranties with respect to equipment.  Lessee 
understands and agrees that the Lease is an equipment lease only, and the 
lease does not include providing services in any matter related to or arising 
out of installation or operation of the equipment supplied thereunder.  
Notwithstanding any thing to the contrary contained in the Lease or any 
supporting schedules, Lessee understands and agrees that Lessor shall not be 
obliged in any manner to furnish or warrant the availability or suitability 
of any services rendered or to be rendered in connection with the equipment, 
including but not limited to, support or other services of any kind 
whatsoever. Lessee understands and agrees that any and all services rendered 
or to be rendered in connection wit the equipment including the installation, 
operation or maintenance thereof shall be provided solely by the Lessee under 
separate agreement between the Lessee and the provider of the services.  
Notwithstanding the foregoing, Lessee's obligations to pay the rentals or 
otherwise under this Lease shall and are absolute and unconditional.

2. LEASE: Lessor hereby leases to Lessee and Lessee hereby hires and takes 
from Lessor the personal property described above and on any attached 
supplemental "Equipment Lease Schedule" (Hereinafter with all replacement 
parts, additions, repairs and accessories incorporated therein and/or affix 
thereto, referred to as "Equipment").  Each Equipment Lease Schedule shall be 
in from prescribed by Lessor and, upon the execution and delivery thereof, 
shall constitute a part of this Lease to the same extent as if the provisions 
thereof were set forth in full in this Lease; the terms "Agreement," 
"hereof," "herein," and "hereunder," when used in this Lease, shall mean this 
Lease and each Equipment Lease Schedule.

3. TERM AND RENT: THIS LEASE IS NON/CANCELABLE FOR THE TERM STATED ABOVE and 
shall commence upon the Date of Acceptance of the equipment and shall 
continue for the period specified as the "term" stated above.  All rental 
payments shall be payable in advance.  If one or more advance rental are 
payable, the total amount of such advance rentals shall be set forth in the 
Advance Rental Payment(s) section above and shall be due upon acceptance by 
the Lessor of this lease.  Advance rentals, when received by Lessor, shall be 
applied to the first rent payment for the Equipment and the balance of the 
advance rental shall be applied to the final rental payment or payments for 
said Equipment.  In no event shall any advance rent or any other rental 
payment be refunded to Lessee.

                    (CONTINUE ON REVERSE SIDE)
-------------------------------------------------------------------------------

THE UNDERSIGNED AGREES TO ALL THE TERMS AND CONDITIONS SET FORTH ABOVE AND ON 
THE REVERSE SIDE HEREOF, AND IN WITNESS WHEREOF, HEREBY EXECUTES THIS LEASE 
AND CERTIFIES THAT THE UNDERSIGNED IS DULY AUTHORIZED TO EXECUTE SAME, ON 
BEHALF OF OR AS THE LESSEE AND THAT HE HAS RECEIVED AN EXECUTED COPY OF THIS 
LEASE.

Executed this    16     day of      May     , 1996
              --------         ---------------------

NOTE: ANNEX I, ATTACHED HERETO AND INITIALED BY THE PARTIES, IS HEREBY 
INCORPORATED IN AND MADE A PART OF THIS AGREEMENT.

LESSEE:   T J KINKO'S, INC.        LESSOR:   U-SHIP, INC.
        ------------------------           --------------------------

BY: /s/ Todd Johnson  TITLE: President   BY:                   TITLE:
   ------------------        ----------     -----------------        ----------

<PAGE>

despite use of all reasonable best efforts, than as soon as is reasonably 
possible. For purposes of this Agreement, the terms "malfunctions, errors or 
defects" shall mean functional deviation between the Software and the U-Ship 
Model 4100 Manual and "correct" shall mean solely to publish corrections 
which will bring such malfunctions, errors or defects into compliance with 
the Manual.  Any changes in the User Manual shall be for the purpose of 
removing errors in documentation, providing consistency of interpretation or 
describing an update or enhancement made in the Software.  This Agreement 
does not cover maintenance service necessitated by accident, damage in 
transit, neglect, misuse or abuse by RETAILER, disruption or surge of 
electrical power, fire, flood or any other casualty, or repair or attempted 
repair by any one other than U-SHIP or RETAILER at the direction of U-SHIP.

3.0-EQUIPMENT  MAINTENANCE:

U-SHIP will provide maintenance and emergency repair services as required for 
the Equipment.  RETAILER may call for emergency repair or maintenance service 
during U-SHIP's normal business hours, 7:00 a.m. to 9:00 p.m. EST.  
Lubricants and other materials needed to service the Equipment except 
consumable supplies, are provided without additional charge, and U-SHIP will 
take all reasonable steps to provide such repair or maintenance within twelve 
(12) hours of such call by RETAILER.   Not included as normal wear is 
coverage for repairs made necessary due to modification of the Equipment by 
RETAILER, or accident, negligence, misuse by RETAILER, external forces such 
as lightning, fire, smoke or water, loss of electrical power, power 
fluctuation, service by other than U-SHIP employees or agents (except at the 
direction of U-SHIP); or the use of supplies not meeting U-SHIP's 
specifications, which specifications shall have been provided in advance to 
RETAILER.

4.0-TRADEMARK STANDARDS:

U-SHIP is the exclusive owner of the name "U-SHIP" and all goodwill 
associated therewith.  RETAILER shall use the name "U-SHIP" only in the 
precise manner, and in association with U-SHIP's goods and services, 
prescribed periodically by U-SHIP.  U-SHIP represents and warrants that 
RETAILER may use the name "UPS" in displays and advertising, as provided or 
approved by U-SHIP, in association with the goods and services provided by 
U-SHIP hereunder.

5.0-COMMISSIONS DUE TO RETAILER:  REMITTANCE OF PAYMENTS TO U-SHIP:

U-SHIP shall pay commissions to RETAILER equal to $2.10 for each package 
processed at the Store and held by RETAILER for pickup. Commissions are 
payable by the 15th day of each month for packages processed at the Store in 
the preceding month.  RETAILER shall remit to U-SHIP, within five (5) 
business days after receipt by RETAILER of an invoice therefore, the full 
amount of the cash service payments received by RETAILER in connection with 
packages processed at the store for which payment was made in cash.  U-SHIP 
may offset commissions due to RETAILER against cash service payments received 
due from RETAILER by furnishing RETAILER a detailed statement thereof.  In 
the event that RETAILER defaults in its obligation to remit to U-SHIP the 
full amount of cash service payments as set forth above, U-SHIP may 
discontinue the cash service option and require that all packages processed 
at the store be paid by credit card.  For purposes of this Section, a default 
by RETAILER shall mean the failure of RETAILER to remit undisputed sums owed 
within thirty (30) or fifteen (15) days after such sums are due and payable.  
RETAILER agrees to enter into the necessary agreements to set up U-SHIP as an 
"EFT (Electronic Funds Transfer) or other ATM-type" direct payment vendor if 
cash transactions exceed 25% of total shipping transactions.

6.0-TERM:

The initial term of this Agreement shall be a thirty-six (36) month period 
commencing on the date of the Lease.  Thereafter, this Agreement shall be 
automatically renewed for additional twelve (12) month periods and maybe  
terminated by either party on thirty (30) days' prior written notice, during 
such additional twelve (12) month periods.

7.0-TERMINATION:

The termination of the Lease shall automatically result in the termination of 
this Agreement.

8.0-DISCLAIMER OF UN-STATED WARRANTIES; LIMITATION OF LIABILITY:

THERE ARE NOT UNDERSTANDINGS, AGREEMENTS, REPRESENTATIONS OR WARRANTIES, 
EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR 
FITNESS FOR A PARTICULAR PURPOSE), NOT SPECIFIED HEREIN, RESPECTING THIS 
AGREEMENT, THE EQUIPMENT, THE SOFTWARE OR THE SERVICES TO BE PROVIDED 
HEREUNDER. NOTWITHSTANDING THE FOREGOING, U-SHIP AGREES TO INDEMNIFY, DEFEND 
AND HOLD HARMLESS RETAILER FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, 
LIABILITIES, EXPENSES AND DAMAGES OR INJURY TO PERSONS OR PROPERTY CAUSED BY 
ANY ASC OR ANY EMPLOYEE OR AGENT OF U-SHIP, OR CLAIMS THAT ANY PORTION OF THE 
ASC INFRINGES ANY COPYRIGHT OR PATENT RIGHT OF ANY THIRD PARTY.  THIS 
AGREEMENT STATES THE ENTIRE OBLIGATION OF U-SHIP WITH RESPECT TO THE ASC.  
NEITHER U-SHIP NOR RETAILER SHALL BE LIABLE FOR ANY LOST PROFITS, OR FOR ANY 
INDIRECT, SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES HEREUNDER

Your signature is our assurance that you have the authority to enter into 
this Agreement.

RETAILER ACCEPTANCE:             U-SHIP INTERNATIONAL, LTD.

COMPANY. /S/ T. J. KINKO'S  DATE  5/16/96 BY 
        -------------------      --------    -----------------

BY /S/ G. TODD JOHNSON           EFFECTIVE DATE UPON INSTALLATION 
   ---------------------                                          ------------

                                   EXHIBIT D
                                  PAGE 4 OF 14

<PAGE>

                           ANNEX I TO LEASE CONTRACT



Provisions to the contrary notwithstanding, upon execution of a master 
contract between U-Ship, Inc. and T J Kinko's, Inc. this lease will be 
terminated and replaced by a form lease contract approved by U-Ship, Inc. and 
T J Kinko's, Inc. for use with a master contract, and both parties hereto 
shall sign such form, which shall become effective retroactive to the date of 
execution hereof.

T J Kinko's, Inc.                        U-Ship, Inc.


By  /S/ G. TODD JOHNSON                  By 
  -----------------------                  --------------------






                                   EXHIBIT D
                                  PAGE 5 OF 14

<PAGE>
                                   U-SHIP INC.
                SOFTWARE, INSTALLATION AND MAINTENANCE AGREEMENT
                             FOR KINKO'S CHICAGO 9

U-Ship Inc. herein referred to as "U-SHIP", hereby agrees to provide the 
services set forth below with respect to the equipment used by RETAILER (the 
"Equipment") pursuant to the terms of this agreement  (the "Agreement") and 
U-SHIP's proprietary software licensed to RETAILER pursuant to the terms of 
this Agreement (the "Software").

1.0-INSTALLATION OF THE AUTOMATED SHIPPING SERVICE:

U-SHIP shall install the Equipment and Software (collectively, the "Automated 
Shipping Center", "ASC") at the location designated by the RETAILER (the 
"Store").  Installation shall include delivery, placement, electrical plug 
in, and telephone hook-up to telephone and power hook-up requirements as 
defined in Section 1.3.  RETAILER will have the right to reject any ASC if, 
the ASC or the Software has malfunctions, errors or defects.

1.1-GENERAL SERVICES PROVIDED BY U-SHIP:

U-SHIP shall, at its sole cost and expense:

  /-/  handle all interactions and process all financial transactions with UPS 
       or other designated carriers

  /-/  provide customer service, including customer package tracking and loss 
       recovery

  /-/  process all credit card transactions
  
  /-/  provide training to RETAILER personnel in the performance of their duties
  
  /-/  prepare and submit standard usage reports to RETAILER no less than once 
       a month and no more often than once a week, at U-SHIP's discretion

  /-/  provide signage and promotional materials and assistance to RETAILER, 
       including advertising materials for use by RETAILER

1.2-SUPPORT SERVICES PROVIDED BY U-SHIP:

U-SHIP shall provide on-line ASC maintenance and support through U-SHIP's 
support staff who shall research the problem encountered by RETAILER and then 
communicate the problem resolution to RETAILER.  Upon taking a call from 
RETAILER, the support engineer will review the problem with RETAILER and 
record RETAILER's description of the problem.  U-SHIP will then make all 
reasonable attempts to solve the problem over the phone or through remote 
technical diagnostics.  If the problem requires additional research or 
testing, the support representative will take the RETAILER'S phone number and 
respond as quickly as possible.

When calling U-SHIP support staff, the RETAILER should have the following 
information ready:

  /-/  Automated Shipping Center #, the ASC # is printed on the top of every 
       receipt and in the Managers Screen.

  /-/  The product function RETAILER was using when the problem occurred.
  
  /-/  The process that was taking place when the problem occurred and when the 
       problem occurred?

  /-/  The steps the RETAILER has taken since the problem occurred and the 
       information currently being displayed on the monitor?

The support representative will measure the severity of the problem in terms 
of data integrity and time frame and will make all reasonable efforts to 
resolve both to RETAILER's satisfaction.

1.3-RETAILER'S COMMITMENT:

RETAILER hereby makes the following commitments with respect to the 
installation and operation of the ASC and agrees to provide the following at 
its sole cost and expense:

  /-/  provide five (5) square feet of high traffic retail floor space and 
       adequate storage facilities to provide secure package storage

  /-/  provide for 110 volt power and a direct access telephone line hook-up at 
       the location where the ASC is to be installed

  /-/  provide adequate personnel to accept packages, stamp receipts and 
       collect cash service payments

  /-/  provide routine site services such as cleaning, restocking label and 
       printer paper

  /-/  pay any and all federal, state or local taxes associated with the 
       services provided by the ASC except for taxes based on U-SHIP's income

  /-/  provide adequate insurance with respect to the ASC equipment
  
2.0-SOFTWARE LICENSE AND  MAINTENANCE:

U-SHIP grants RETAILER a non-exclusive, non-transferable license to use the 
Software for the sole purpose of operating the ASC at the installed Store 
Location.  RETAILER acquires no right, title or interest in the Software 
pursuant to this Agreement, and RETAILER shall take all steps necessary to 
prevent the Software from being acquired or copied by unauthorized persons or 
used other than as authorized in this Agreement or in writing by U-SHIP.  The 
software maintenance to be provided hereunder shall consist of toll free 
telephone technical assistance provided by U-SHIP relating to Software 
licensed to RETAILER hereunder. From time to time, U-SHIP may offer updates 
and/or enhancements to the Software.  Updates are features, minor 
enhancements or problem corrections that are added to the Software and issued 
periodically to customers of U-SHIP for no additional cost.  U-SHIP may also 
develop additional features that add significant functionality to the 
Software which may be sold separately as enhancements.  If the RETAILER 
elects to buy an enhancement the RETAILER shall be charged the then current 
price therefor, and such enhancements shall be covered by the terms of this 
Agreement.  U-SHIP will employ reasonable efforts to correct malfunctions, 
errors or defects in the Software within twelve (12) hours of a report 
thereof by RETAILER to U-SHIP, or if U-Ship is unable to provide such 
correction within twelve (12) hours despite use of all  reasonable best 
efforts, than as soon as is reasonably possible. For purposes of this 
Agreement, the terms

                                   EXHIBIT D
                                  PAGE 6 OF 14

<PAGE>

"malfunctions, errors or defects" shall mean functional deviation between the 
Software and the U-Ship Model 4100 Manual and "correct" shall mean solely to 
publish corrections which will bring such malfunctions, errors or defects 
into compliance with the Manual.  Any changes in the User Manual shall be for 
the purpose of removing errors in documentation, providing consistency of 
interpretation or describing an update or enhancement made in the Software.  
This Agreement does not cover maintenance service necessitated by accident, 
damage in transit, neglect, misuse or abuse by RETAILER, disruption or surge 
of electrical power, fire, flood or any other casualty, or repair or 
attempted repair by any one other than U-SHIP or RETAILER at the direction of 
U-Ship.

3.0-EQUIPMENT USAGE /  MAINTENANCE:

The RETAILER acquires no right title or interest in the hardware pursuant to 
this agreement.  U-SHIP will provide maintenance and emergency repair 
services as required for the Equipment.  RETAILER may call for emergency 
repair or maintenance service during U-SHIP's normal business hours, 7:00 
a.m. to 9:00 p.m. EST.  Lubricants and other materials needed to service the 
Equipment except consumable supplies, are provided without additional charge, 
and U-SHIP will take all reasonable steps to provide such repair or 
maintenance within twelve (12) hours of such call by RETAILER.  Not included 
as normal wear is coverage for repairs made necessary due to modification of 
the Equipment by RETAILER, or accident, negligence, misuse by RETAILER, 
external forces such as lightning, fire, smoke or water, loss of electrical 
power, power fluctuation, service by other than U-SHIP employees or agents 
(except at the direction of U-SHIP); or the use of supplies not meeting 
U-SHIP's specifications, which specifications shall have been provided in 
advance to RETAILER.

4.0-TRADEMARK STANDARDS:

U-SHIP is the exclusive owner of the name "U-SHIP" and all goodwill 
associated therewith.  RETAILER shall use the name "U-SHIP" only in the 
precise manner, and in association with U-SHIP's goods and services, 
prescribed periodically by U-SHIP.  U-SHIP represents and warrants that 
RETAILER may use the name "UPS" in displays and advertising, as provided or 
approved by U-SHIP, in association with the goods and services provided by 
U-SHIP hereunder.

5.0-COMMISSIONS DUE TO RETAILER:  REMITTANCE OF PAYMENTS TO U-SHIP:

U-SHIP shall pay commissions to RETAILER to at $2.10 per package (pending 
completion of corporate contract) processed at the Store and held by RETAILER 
for pickup.  Commissions are payable by the 15th day of each month for 
packages processed at the Store in the preceding month.  RETAILER shall remit 
to U-SHIP, within five (5) business days after receipt by RETAILER of an 
invoice therefore, the full amount of the cash service payments received by 
RETAILER in connection with packages processed at the store for which payment 
was made in cash.  U-SHIP may offset commissions due to RETAILER against cash 
service payments received due from RETAILER by furnishing RETAILER a detailed 
statement thereof.   In the event that RETAILER defaults in its obligation to 
remit to U-SHIP the full amount of cash service payments as set forth above, 
U-SHIP may discontinue the cash service option and require that all packages 
processed at the store be paid by credit card. For purposes of this Section, 
a default by RETAILER shall mean the failure of RETAILER to remit undisputed 
sums owed within thirty (30) or fifteen (15) days after such sums are due and 
payable.  RETAILER agrees to enter into the necessary agreements to set up 
U-SHIP as an "EFT (Electronic Funds Transfer) or other ATM-type" direct 
payment vendor if cash transactions exceed 25% of total shipping transactions.

6.0-TERM:

The term of this Agreement shall be for a thirty-six month period commencing 
on the date of installation and training. A $100 fee for installation and 
maintenance will be billed monthly by U-Ship to Chicago 9 directly. This 
agreement will be re-established with Kinko's Chicago 9 per the terms and 
conditions of the Kinko's Inc. national program.

7.0-TERMINATION:

The termination of the Software, Installation and Marketing Agreement shall 
automatically result in the termination of this Agreement.

8.0-DISCLAIMER OF UN-STATED WARRANTIES; LIMITATION OF LIABILITY:

THERE ARE NOT UNDERSTANDINGS, AGREEMENTS, REPRESENTATIONS OR WARRANTIES, 
EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR 
FITNESS FOR A PARTICULAR PURPOSE), NOT SPECIFIED HEREIN, RESPECTING THIS 
AGREEMENT, THE EQUIPMENT, THE SOFTWARE OR THE SERVICES TO BE PROVIDED 
HEREUNDER. NOTWITHSTANDING THE FOREGOING, U-SHIP AGREES TO INDEMNIFY, DEFEND 
AND HOLD HARMLESS RETAILER FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, 
LIABLILITES, EXPENSES AND DAMAGES OR INJURY TO PERSONS OR PROPERTY CAUSED BY 
ANY ASC OR ANY EMPLOYEE OR AGENT OF U-SHIP, OR CLAIMS THAT ANY PORTION OF THE 
ASC INFRINGES ANY COPYRIGHT OR PATENT RIGHT OF ANY THIRD PARTY.  THIS 
AGREEMENT STATES THE ENTIRE OBLIGATION OF U-SHIP WITH RESPECT TO THE ASC.  
NEITHER U-SHIP NOR RETAILER SHALL BE LIABILE FOR ANY LOST PROFITS, OR FOR ANY 
INDIRECT, SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES HEREUNDER

Your signature is our assurance that you have the authority to enter into 
this Agreement.

RETAILER ACCEPTANCE:                   U-SHIP INC.

Kinko's Chicago 9                      By 
                                          ----------------------

By  /S/ PAUL CALES      Date  AUGUST 15, 1996  Effective Date
  -------------------        ----------------                 -----------------

                                   EXHIBIT D
                                  PAGE 7 OF 14


<PAGE>
                                   U-SHIP INC.
                SOFTWARE, INSTALLATION AND MAINTENANCE AGREEMENT
                          FOR KINKO'S OF BROWNSVILLE

U-Ship Inc. herein referred to as "U-SHIP", hereby agrees to provide the 
services set forth below with respect to the equipment used by RETAILER (the 
"Equipment") pursuant to the terms of this agreement  (the "Agreement") and 
U-SHIP's proprietary software licensed to RETAILER pursuant to the terms of 
this Agreement (the "Software").

1.0-INSTALLATION OF THE AUTOMATED SHIPPING SERVICE:

U-SHIP shall install the Equipment and Software (collectively, the "Automated 
Shipping Center", "ASC") at the location designated by the RETAILER (the 
"Store").  Installation shall include delivery, placement, electrical plug 
in, and telephone hook-up to telephone and power hook-up requirements as 
defined in Section 1.3.  RETAILER will have the right to reject any ASC if, 
the ASC or the Software has malfunctions, errors or defects.

1.1-GENERAL SERVICES PROVIDED BY U-SHIP:

U-SHIP shall, at its sole cost and expense:

  /-/  handle all interactions and process all financial transactions with UPS 
       or other designated carriers

  /-/  provide customer service, including customer package tracking and loss 
       recovery

  /-/  process all credit card transactions
  
  /-/  provide training to RETAILER personnel in the performance of their duties
  
  /-/  prepare and submit standard usage reports to RETAILER no less than once 
       a month and no more often than once a week, at U-SHIP's discretion

  /-/  provide signage and promotional materials and assistance to RETAILER, 
       including advertising materials for use by RETAILER

1.2-SUPPORT SERVICES PROVIDED BY U-SHIP:

U-SHIP shall provide on-line ASC maintenance and support through U-SHIP's 
support staff who shall research the problem encountered by RETAILER and then 
communicate the problem resolution to RETAILER.  Upon taking a call from 
RETAILER, the support engineer will review the problem with RETAILER and 
record RETAILER's description of the problem.  U-SHIP will then make all 
reasonable attempts to solve the problem over the phone or through remote 
technical diagnostics.  If the problem requires additional research or 
testing, the support representative will take the RETAILER'S phone number and 
respond as quickly as possible.

When calling U-SHIP support staff, the RETAILER should have the following 
information ready:

  /-/  Automated Shipping Center #, the ASC # is printed on the top of every 
       receipt and in the Managers Screen.

  /-/  The product function RETAILER was using when the problem occurred.
  
  /-/  The process that was taking place when the problem occurred and when the 
       problem occurred?

  /-/  The steps the RETAILER has taken since the problem occurred and the 
       information currently being displayed on the monitor?

The support representative will measure the severity of the problem in terms 
of data integrity and time frame and will make all reasonable efforts to 
resolve both to RETAILER's satisfaction.

1.3-RETAILER'S COMMITMENT:

RETAILER hereby makes the following commitments with respect to the 
installation and operation of the ASC and agrees to provide the following at 
its sole cost and expense:

  /-/  provide five (5) square feet of high traffic retail floor space and 
       adequate storage facilities to provide secure package storage

  /-/  provide for 110 volt power and a direct access telephone line hook-up at 
       the location where the ASC is to be installed

  /-/  provide adequate personnel to accept packages, stamp receipts and 
       collect cash service payments

  /-/  provide routine site services such as cleaning, restocking label and 
       printer paper

  /-/  pay any and all federal, state or local taxes associated with the 
       services provided by the ASC except for taxes based on U-SHIP's income

  /-/  provide adequate insurance with respect to the ASC equipment
  
2.0-SOFTWARE LICENSE AND  MAINTENANCE:

U-SHIP grants RETAILER a non-exclusive, non-transferable license to use the 
Software for the sole purpose of operating the ASC at the installed Store 
Location.  RETAILER acquires no right, title or interest in the Software 
pursuant to this Agreement, and RETAILER shall take all steps necessary to 
prevent the Software from being acquired or copied by unauthorized persons or 
used other than as authorized in this Agreement or in writing by U-SHIP.  The 
software maintenance to be provided hereunder shall consist of toll free 
telephone technical assistance provided by U-SHIP relating to Software 
licensed to RETAILER hereunder. From time to time, U-SHIP may offer updates 
and/or enhancements to the Software.  Updates are features, minor 
enhancements or problem corrections that are added to the Software and issued 
periodically to customers of U-SHIP for no additional cost.  U-SHIP may also 
develop additional features that add significant functionality to the 
Software which may be sold separately as enhancements.  If the RETAILER 
elects to buy an enhancement the RETAILER shall be charged the then current 
price therefor, and such enhancements shall be covered by the terms of this 
Agreement.  U-SHIP will employ reasonable efforts to correct malfunctions, 
errors or defects in the Software within twelve (12) hours of a report 
thereof by RETAILER to U-SHIP, or if U-Ship is unable to provide such 
correction within twelve (12) hours despite use of all  reasonable best 
efforts, than as soon as is reasonably possible. For purposes of this 
Agreement, the terms

                                   EXHIBIT D
                                  PAGE 8 OF 14

<PAGE>

"malfunctions, errors or defects" shall mean functional deviation between the 
Software and the U-Ship Model 4100 Manual and "correct" shall mean solely to 
publish corrections which will bring such malfunctions, errors or defects 
into compliance with the Manual.  Any changes in the User Manual shall be for 
the purpose of removing errors in documentation, providing consistency of 
interpretation or describing an update or enhancement made in the Software.  
This Agreement does not cover maintenance service necessitated by accident, 
damage in transit, neglect, misuse or abuse by RETAILER, disruption or surge 
of electrical power, fire, flood or any other casualty, or repair or 
attempted repair by any one other than U-SHIP or RETAILER at the direction of 
U-Ship.

3.0-EQUIPMENT USAGE /  MAINTENANCE:

The RETAILER acquires no right title or interest in the hardware pursuant to 
this agreement.  U-SHIP will provide maintenance and emergency repair 
services as required for the Equipment.  RETAILER may call for emergency 
repair or maintenance service during U-SHIP's normal business hours, 7:00 
a.m. to 9:00 p.m. EST.  Lubricants and other materials needed to service the 
Equipment except consumable supplies, are provided without additional charge, 
and U-SHIP will take all reasonable steps to provide such repair or 
maintenance within twelve (12) hours of such call by RETAILER.  Not included 
as normal wear is coverage for repairs made necessary due to modification of 
the Equipment by RETAILER, or accident, negligence, misuse by RETAILER, 
external forces such as lightning, fire, smoke or water, loss of electrical 
power, power fluctuation, service by other than U-SHIP employees or agents 
(except at the direction of U-SHIP); or the use of supplies not meeting 
U-SHIP's specifications, which specifications shall have been provided in 
advance to RETAILER.

4.0-TRADEMARK STANDARDS:

U-SHIP is the exclusive owner of the name "U-SHIP" and all goodwill 
associated therewith.  RETAILER shall use the name "U-SHIP" only in the 
precise manner, and in association with U-SHIP's goods and services, 
prescribed periodically by U-SHIP.  U-SHIP represents and warrants that 
RETAILER may use the name "UPS" in displays and advertising, as provided or 
approved by U-SHIP, in association with the goods and services provided by 
U-SHIP hereunder.

5.0-COMMISSIONS DUE TO RETAILER:  REMITTANCE OF PAYMENTS TO U-SHIP:

U-SHIP shall pay commissions to RETAILER to at $2.10 per package (pending 
completion of corporate contract) processed at the Store and held by RETAILER 
for pickup.  Commissions are payable by the 15th day of each month for 
packages processed at the Store in the preceding month.  RETAILER shall remit 
to U-SHIP, within five (5) business days after receipt by RETAILER of an 
invoice therefore, the full amount of the cash service payments received by 
RETAILER in connection with packages processed at the store for which payment 
was made in cash.  U-SHIP may offset commissions due to RETAILER against cash 
service payments received due from RETAILER by furnishing RETAILER a detailed 
statement thereof.   In the event that RETAILER defaults in its obligation to 
remit to U-SHIP the full amount of cash service payments as set forth above, 
U-SHIP may discontinue the cash service option and require that all packages 
processed at the store be paid by credit card. For purposes of this Section, 
a default by RETAILER shall mean the failure of RETAILER to remit undisputed 
sums owed within thirty (30) or fifteen (15) days after such sums are due and 
payable.  RETAILER agrees to enter into the necessary agreements to set up 
U-SHIP as an "EFT (Electronic Funds Transfer) or other ATM-type" direct 
payment vendor if cash transactions exceed 25% of total shipping transactions.

6.0-TERM:

The term of this Agreement shall be for a thirty-six month period commencing 
on the date of installation and training. A $100 fee for installation and 
maintenance will be billed monthly by U-Ship to Chicago 9 directly. This 
agreement will be re-established with Kinko's Chicago 9 per the terms and 
conditions of the Kinko's Inc. national program.

7.0-TERMINATION:

The termination of the Software, Installation and Marketing Agreement shall 
automatically result in the termination of this Agreement.

8.0-DISCLAIMER OF UN-STATED WARRANTIES; LIMITATION OF LIABILITY:

THERE ARE NOT UNDERSTANDINGS, AGREEMENTS, REPRESENTATIONS OR WARRANTIES, 
EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR 
FITNESS FOR A PARTICULAR PURPOSE), NOT SPECIFIED HEREIN, RESPECTING THIS 
AGREEMENT, THE EQUIPMENT, THE SOFTWARE OR THE SERVICES TO BE PROVIDED 
HEREUNDER. NOTWITHSTANDING THE FOREGOING, U-SHIP AGREES TO INDEMNIFY, DEFEND 
AND HOLD HARMLESS RETAILER FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, 
LIABLILITES, EXPENSES AND DAMAGES OR INJURY TO PERSONS OR PROPERTY CAUSED BY 
ANY ASC OR ANY EMPLOYEE OR AGENT OF U-SHIP, OR CLAIMS THAT ANY PORTION OF THE 
ASC INFRINGES ANY COPYRIGHT OR PATENT RIGHT OF ANY THIRD PARTY.  THIS 
AGREEMENT STATES THE ENTIRE OBLIGATION OF U-SHIP WITH RESPECT TO THE ASC.  
NEITHER U-SHIP NOR RETAILER SHALL BE LIABILE FOR ANY LOST PROFITS, OR FOR ANY 
INDIRECT, SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES HEREUNDER

Your signature is our assurance that you have the authority to enter into 
this Agreement.

RETAILER ACCEPTANCE:                   U-SHIP INC.

Kinko's of Brownsville                 By 
                                          ----------------------

By  /S/ DAVID RILEY     Date  JULY  23, 1996   Effective Date
  -------------------        ----------------                 -----------------


                                   EXHIBIT D
                                  PAGE 9 OF 14

<PAGE>

 LESSEE                                        SUPPLIER OF
                                               EQUIPMENT
                                               
Name     Kinko's of Arizona                    U-Ship International, Ltd.
Address  4110 N. Scottsdale Road Ste. #150     5583 West 78th Street
City     Scottsdale  State  AZ  Zip 85251      Edina, MN 55439
                                               (612) 941-4080
Contact  Brenda Helfert
Telephone Number  602.990.3636

--------------------------------------------------------------------------------
 QUANTITY   DESCRIPTION OF EQUIPMENT                         SERIAL NUMBER(S)

    1       U-SHIP MODEL 4100 AUTOMATED SHIPPING CENTER(S)   95090011
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
 INITIAL PAYMENT                  MONTHLY PAYMENTS                TERM AND NUMBER OF PAYMENTS ber of
----------------------------------------------------------------------------------------------------------
 <S>                              <C>                             <C>
                                                                  Total Lease Term:                     60
 First Month            $160.20   Base Rent             $150.00   Advanced Rentals Paid:                 1
 Documentation Fee      $ 25.00   Sales/Use tax         $ 10.20   Lease Rentals Remaining:              59
 Total Initial Payment  $185.20   Total Monthly Payment $160.20   Payments Due And Payable As Invoiced
----------------------------------------------------------------------------------------------------------
</TABLE>

TERMS AND CONDITIONS

LESSEE HEREBY WARRANTS AND REPRESENTS THAT THE EQUIPMENT WILL BE USED FOR 
BUSINESS PURPOSES, AND NOT FOR PERSONAL, FAMILY, HOUSEHOLD, OR AGRICULTURAL 
PURPOSES.  LESSEE ACKNOWLEDGES THAT THE LESSOR AND ITS ASSIGNS HAS RELIED 
UPON THIS REPRESENTATION IN ENTERING INTO THIS LEASE.

1. LESSEE ACKNOWLEDGES THAT LESSOR IS NOT THE MANUFACTURER OF THE EQUIPMENT, 
NOR MANUFACTURE'S AGENT AND LESSEE REPRESENTS THAT LESSEE HAS SELECTED THE 
EQUIPMENT LEASED HEREUNDER BASED UPON LESSEE'S JUDGMENT PRIOR TO HAVING 
REQUESTED LESSOR TO PURCHASE THE SAME FOR LEASING TO LESSEE, AND LESSEE 
AGREES THAT THE EQUIPMENT LEASED HEREUNDER IS OF A DESIGN, SIZE, FITNESS, AND 
CAPACITY SELECTED BY LESSEE AND THAT LESSEE IS SATISFIED THAT THE SAME IS 
SUITABLE AND FIT FOR ITS ATTENDED PURPOSES. LESSEE FURTHER AGREES THAT LESSOR 
HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES OF WHATSOEVER NATURE, 
DIRECTLY OR INDIRECTLY, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO 
ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SUITABILITY, DURABILITY, 
FITNESS FOR USE AND MERCHANTABILITY OF ANY SUCH EQUIPMENT, THE PURPOSES AND 
USES OF THE LESSEE OR OTHERWISE.  LESSEE SPECIFICALLY WAIVES ALL RIGHTS TO 
MAKE CLAIM AGAINST LESSOR HEREIN FOR BREACH OF ANY WARRANTY OF ANY KIND 
WHATSOEVER, LESSOR HEREBY PASSES TO LESSEE ALL WARRANTIES, IF ANY RECEIVED BY 
LESSOR BY VIRTUE OF ITS OWNERSHIP OF THE EQUIPMENT.  LESSOR SHALL NOT BE 
LIABLE TO LESSEE FOR ANY LOSS DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED 
DIRECTLY OR INDIRECTLY BY ANY EQUIPMENT LEASED HEREUNDER FOR THE USE OF THE 
MAINTENANCE THEREOF, OR FOR THE FAILURE OF OPERATIONS THEREOF, OR FOR THE 
REPAIRS, SERVICE, OR ADJUSTMENT THERETO, OR BY ANY DELAY OR FAILURE TO 
PROVIDE ANY THEREOF, OR BY ANY INTERRUPTION OF SERVICE OR LOSS OF USE THEREOF 
OR FOR ANY LOSS OF ANY BUSINESS OR ANY OTHER DAMAGE WHATSOEVER AND HOWSOEVER 
CAUSED.  NO DEFECT OR UNFITNESS OF THE EQUIPMENT SHALL RELIEVE LESSEE OF THE 
OBLIGATION TO PAY RENT, OR ANY OTHER OBLIGATION UNDER THIS AGREEMENT TO 
LESSOR OR ITS ASSIGNEE. LESSEE FURTHER AGREES THAT LESSOR HAS MADE AND MAKES 
NO REPRESENTATIONS OR WARRANTIES OF WHATSOEVER NATURE, DIRECTLY OR 
INDIRECTLY, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY 
REPRESENTATION OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A 
PARTICULAR PURPOSE, INTERFERENCE ORE INFRINGEMENT WITH THE USE OR ENJOYMENT 
OF THE EQUIPMENT, DURABILITY OR SUITABILITY OF THE EQUIPMENT FOR THE PURPOSES 
OR THE USES OF LESSEE OR OTHERWISE, OR THE LIKE.  THERE IS NO EXPRESS OR 
IMPLIED WARRANTY FROM LESSOR THAT THE GOODS WILL BE FIT FOR A PARTICULAR 
PURPOSE, MERCHANTABLE OR FREE FROM ANY CLAIMS OF INTERFERENCE OR 
INFRINGEMENT.  LESSEE AGREES THAT, WITH RESPECT TO ANY CLAIMS AGAINST LESSOR, 
THE EQUIPMENT IS DELIVERED "AS IS" AND "WITH ALL FAULTS".  LESSEE 
SPECIFICALLY WAIVES ALL RIGHTS TO MAKE CLAIM AGAINST LESSOR HEREIN FOR BREACH 
OF ANY WARRANTY OF ANY KIND WHATSOEVER, LESSOR SHALL NOT BE LIABLE TO LESSEE 
FOR ANY LOSS, DAMAGE, OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR 
INDIRECTLY BY ANY EQUIPMENT LEASED HEREUNDER, FOR THE  USE OR THE MAINTENANCE 
THEREOF, OR FOR THE FAILURE OF OPERATIONS THEREOF, OR FOR THE REPAIRS, 
SERVICE, OR ADJUSTMENT THERETO, OR BY ANY DELAY OR FAILURE TO PROVIDE ANY 
THEREOF, OR BY ANY INTERRUPTION OF SERVICE OR LOSS OF USES THEREOF OR FOR ANY 
LOSS OF BUSINESS OR ANY OTHER DAMAGE WHATSOEVER AND HOWSOEVER CAUSED.  LESSEE 
ACCORDINGLY AGREES NOT TO ASSERT ANY CLAIM WHATSOEVER AGAINST LESSOR FOR LOSS 
OF ANTICIPATORY PROFITS OR CONSEQUENTIAL DAMAGES. LESSOR SHALL HAVE NO 
OBLIGATION TO INSTALL, ERECT, TEST, SERVICE, ORE MAINTAIN THE EQUIPMENT. 
LESSEE SHALL LOOK TO THE MANUFACTURER AND/OR  SELLER FOR ANY CLAIM RELATED TO 
THE EQUIPMENT.  Lessor hereby acknowledges that any manufacture's and/or 
seller's warranties are for the benefit of both lessor and lessee.  To the 
extent permitted by the manufacturer or seller, and provided Lessee is not in 
default under this Lease, Lessor shall make available to Lessee all 
manufacturer and/or seller warranties with respect to equipment.  Lessee 
understands and agrees that the Lease is an equipment lease only, and the 
lease does not include providing services in any matter related to or arising 
out of installation or operation of the equipment supplied thereunder.  
Notwithstanding any thing to the contrary contained in the Lease or any 
supporting schedules, Lessee understands and agrees that Lessor shall not be 
obliged in any manner to furnish or warrant the availability or suitability 
of any services rendered or to be rendered in connection with the equipment, 
including but not limited to, support or other services of any kind 
whatsoever. Lessee understands and agrees that any and all services rendered 
or to be rendered in connection wit the equipment including the installation, 
operation or maintenance thereof shall be provided solely by the Lessee under 
separate agreement between the Lessee and the provider of the services.  
Notwithstanding the foregoing, Lessee's obligations to pay the rentals or 
otherwise under this Lease shall and are absolute and unconditional.

2. LEASE: Lessor hereby leases to Lessee and Lessee hereby hires and takes 
from Lessor the personal property described above and on any attached 
supplemental "Schedule A" (Hereinafter with all replacement parts, additions, 
repairs and accessories incorporated therein and/or affix thereto, referred 
to as "Equipment").

3. TERM AND RENT: THIS LEASE IS NON/CANCELABLE FOR THE TERM STATED ABOVE and 
shall commence upon the Date of Acceptance of the equipment and shall 
continue for the period specified as the "term" stated above.  All rental 
payments shall be payable in advance.  If one or more advance rental are 
payable, the total amount of such advance rentals shall be set forth in the 
Advance Rental Payment(s) section above and shall be due upon acceptance by 
the Lessor of this lease.  Advance rentals, when received by Lessor, shall be 
applied to the first rent payment for the Equipment and the balance of the 
advance rental shall be applied to the final rental payment or payments for 
said Equipment.  In no event shall any advance rent or any other rental 
payment be refunded to Lessee.

                    (CONTINUE ON REVERSE SIDE)
-------------------------------------------------------------------------------

THE UNDERSIGNED AGREES TO ALL THE TERMS AND CONDITIONS SET FORTH ABOVE AND ON 
THE REVERSE SIDE HEREOF, AND IN WITNESS WHEREOF, HEREBY EXECUTES THIS LEASE 
AND CERTIFIES THAT THE UNDERSIGNED IS DULY AUTHORIZED TO EXECUTE SAME, ON 
BEHALF OF OR AS THE LESSEE AND THAT HE HAS RECEIVED AN EXECUTED COPY OF THIS 
LEASE

Executed this      20      day of  September , 1995
              ------------        -------------------

LESSEE:  Kinko's of Arizona    LESSOR:  MLC Commercial Leasing
       ----------------------         ----------------------------

BY:/s/ Brenda Helfert  TITLE: President  BY: /S/ Carl Beaumont  TITLE: President
   -------------------       -----------    -------------------       ----------

                                   EXHIBIT D
                                 PAGE 10 OF 14

<PAGE>

                            MLC  COMMERCIAL LEASING
                           604-251 TWELVE OAKS CENTER
                            15500 WAYZATA BOULEVARD
                               WAYZATA, MN  55391


                            EQUIPMENT LEASE SCHEDULE


          SCHEDULE NO.    ONE           TO LEASE AGREEMENT #     818
                       ---------------                       ------------------
          DATED    11/21/95
                -------------------------

1. DESCRIPTION OF LEASED EQUIPMENT:    1       U-Ship Model 4100 Automated 
                                    -------      Shipping Center(s)

Serial # 95110013





2. TERM AND RENTAL PAYMENTS:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
 INITIAL PAYMENT                  MONTHLY                         TERM AND NUMBER 
---------------------------------------------------------------------------------------------
 <S>                              <C>                             <C>
                                                                  Total Lease Term:         60
 First Month           $160.20    Base Rent             $150.00   Advanced Rentals Paid:    1
 Documentation Fee                Sales/Use tax         $ 10.20   Lease Rentals
 Total Initial Payment $160.20    Total Monthly Payment $160.20    (Payments Due And Payable
                                                                    As Invoiced)
---------------------------------------------------------------------------------------------
</TABLE>

3. OTHER PROVISIONS:




The undersigned agree to all the terms and conditions set forth above and IN 
WITNESS WHEREOF LESSOR and LESSEE hereby execute this Lease this   27  day of
                                                                 -----
day of   NOVEMBER, 1995.
       ----------------

MLC COMMERCIAL LEASING                 KINKO'S OF ARIZONA
-------------------------------        -------------------------------------
LESSOR                                 LESSEE


By:     /S/ CARL BEAUMONT              By:     /S/ DANNY WILSON
    ---------------------------            ---------------------------------

Title:       PRESIDENT                 Title:      REGIONAL MANAGER
      -------------------------               ------------------------------


                                   EXHIBIT D
                                 PAGE 11 OF 14

<PAGE>

LESSEE                                       SUPPLIER OF
                                             EQUIPMENT

Name     KINKO'S OF MINNESOTA, INC.          U-Ship International, Ltd.
     ------------------------------
Address  318 14TH AVENUE S.E.                5583 West 78th Street
        ----------------------
City     MINNEAPOLIS  State  MN Zip  55414   Edina, MN 55439
     ----------------                        (612) 941-4080

Contact  Jeff Wilkin
Telephone Number  612.623.0322

--------------------------------------------------------------------------------
 QUANTITY   DESCRIPTION OF EQUIPMENT                         SERIAL NUMBER(S)
--------------------------------------------------------------------------------
                                                             95080038  95080039
 95090022   U-Ship Model 4100 Automated Shipping Center(s)   95080040  95080041
                                                             94120022  94120021
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
 INITIAL PAYMENT                  MONTHLY PAYMENTS                TERM AND NUMBER OF PAYMENTS ber of
----------------------------------------------------------------------------------------------------------
 <S>                              <C>                             <C>
                                                                  Total Lease Term:                     60
 First Month            $958.50   Base Rent             $900.00   Advanced Rentals Paid:                 1
 Documentation Fee      $ 25.00   Sales/Use tax         $ 58.50   Lease Rentals Remaining:              59
 Total Initial Payment  $983.50   Total Monthly Payment $958.50   Payments Due And Payable As Invoiced
----------------------------------------------------------------------------------------------------------
</TABLE>

TERMS AND CONDITIONS

LESSEE HEREBY WARRANTS AND REPRESENTS THAT THE EQUIPMENT WILL BE USED FOR 
BUSINESS PURPOSES, AND NOT FOR PERSONAL, FAMILY, HOUSEHOLD, OR AGRICULTURAL 
PURPOSES.  LESSEE ACKNOWLEDGES THAT THE LESSOR AND ITS ASSIGNS HAS RELIED UPON 
THIS REPRESENTATION IN ENTERING INTO THIS LEASE.

1. LESSEE ACKNOWLEDGES THAT LESSOR IS NOT THE MANUFACTURER OF THE EQUIPMENT, 
NOR MANUFACTURE'S AGENT AND LESSEE REPRESENTS THAT LESSEE HAS SELECTED THE 
EQUIPMENT LEASED HEREUNDER BASED UPON LESSEE'S JUDGMENT PRIOR TO HAVING 
REQUESTED LESSOR TO PURCHASE THE SAME FOR LEASING TO LESSEE, AND LESSEE AGREES 
THAT THE EQUIPMENT LEASED HEREUNDER IS OF A DESIGN, SIZE, FITNESS, AND CAPACITY 
SELECTED BY LESSEE AND THAT LESSEE IS SATISFIED THAT THE SAME IS SUITABLE AND 
FIT FOR ITS ATTENDED PURPOSES. LESSEE FURTHER AGREES THAT LESSOR HAS MADE AND 
MAKES NO REPRESENTATIONS OR WARRANTIES OF WHATSOEVER NATURE, DIRECTLY OR 
INDIRECTLY, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY 
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SUITABILITY, DURABILITY, FITNESS 
FOR USE AND MERCHANTABILITY OF ANY SUCH EQUIPMENT, THE PURPOSES AND USES OF THE 
LESSEE OR OTHERWISE.  LESSEE SPECIFICALLY WAIVES ALL RIGHTS TO MAKE CLAIM 
AGAINST LESSOR HEREIN FOR BREACH OF ANY WARRANTY OF ANY KIND WHATSOEVER, LESSOR 
HEREBY PASSES TO LESSEE ALL WARRANTIES, IF ANY RECEIVED BY LESSOR BY VIRTUE OF 
ITS OWNERSHIP OF THE EQUIPMENT.  LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY 
LOSS DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY 
ANY EQUIPMENT LEASED HEREUNDER FOR THE USE OF THE MAINTENANCE THEREOF, OR FOR 
THE FAILURE OF OPERATIONS THEREOF, OR FOR THE REPAIRS, SERVICE, OR ADJUSTMENT 
THERETO, OR BY ANY DELAY OR FAILURE TO PROVIDE ANY THEREOF, OR BY ANY 
INTERRUPTION OF SERVICE OR LOSS OF USE THEREOF OR FOR ANY LOSS OF ANY BUSINESS 
OR ANY OTHER DAMAGE WHATSOEVER AND HOWSOEVER CAUSED.  NO DEFECT OR UNFITNESS OF 
THE EQUIPMENT SHALL RELIEVE LESSEE OF THE OBLIGATION TO PAY RENT, OR ANY OTHER 
OBLIGATION UNDER THIS AGREEMENT TO LESSOR OR ITS ASSIGNEE. LESSEE FURTHER 
AGREES THAT LESSOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES OF 
WHATSOEVER NATURE, DIRECTLY OR INDIRECTLY, EXPRESSED OR IMPLIED, INCLUDING BUT 
NOT LIMITED TO ANY REPRESENTATION OR WARRANTIES WITH RESPECT TO 
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTERFERENCE ORE 
INFRINGEMENT WITH THE USE OR ENJOYMENT OF THE EQUIPMENT, DURABILITY OR 
SUITABILITY OF THE EQUIPMENT FOR THE PURPOSES OR THE USES OF LESSEE OR 
OTHERWISE, OR THE LIKE.  THERE IS NO EXPRESS OR IMPLIED WARRANTY FROM LESSOR 
THAT THE GOODS WILL BE FIT FOR A PARTICULAR PURPOSE, MERCHANTABLE OR FREE FROM 
ANY CLAIMS OF INTERFERENCE OR INFRINGEMENT.  LESSEE AGREES THAT, WITH RESPECT 
TO ANY CLAIMS AGAINST LESSOR, THE EQUIPMENT IS DELIVERED "AS IS" AND "WITH ALL 
FAULTS".  LESSEE SPECIFICALLY WAIVES ALL RIGHTS TO MAKE CLAIM AGAINST LESSOR 
HEREIN FOR BREACH OF ANY WARRANTY OF ANY KIND WHATSOEVER, LESSOR SHALL NOT BE 
LIABLE TO LESSEE FOR ANY LOSS, DAMAGE, OR EXPENSE OF ANY KIND OR NATURE CAUSED 
DIRECTLY OR INDIRECTLY BY ANY EQUIPMENT LEASED HEREUNDER, FOR THE  USE OR THE 
MAINTENANCE THEREOF, OR FOR THE FAILURE OF OPERATIONS THEREOF, OR FOR THE 
REPAIRS, SERVICE, OR ADJUSTMENT THERETO, OR BY ANY DELAY OR FAILURE TO PROVIDE 
ANY THEREOF, OR BY ANY INTERRUPTION OF SERVICE OR LOSS OF USES THEREOF OR FOR 
ANY LOSS OF BUSINESS OR ANY OTHER DAMAGE WHATSOEVER AND HOWSOEVER CAUSED.  
LESSEE ACCORDINGLY AGREES NOT TO ASSERT ANY CLAIM WHATSOEVER AGAINST LESSOR FOR 
LOSS OF ANTICIPATORY PROFITS OR CONSEQUENTIAL DAMAGES. LESSOR SHALL HAVE NO 
OBLIGATION TO INSTALL, ERECT, TEST, SERVICE, ORE MAINTAIN THE EQUIPMENT. LESSEE 
SHALL LOOK TO THE MANUFACTURER AND/OR  SELLER FOR ANY CLAIM RELATED TO THE 
EQUIPMENT.  Lessor hereby acknowledges that any manufacture's and/or seller's 
warranties are for the benefit of both lessor and lessee.  To the extent 
permitted by the manufacturer or seller, and provided Lessee is not in default 
under this Lease, Lessor shall make available to Lessee all manufacturer and/or 
seller warranties with respect to equipment.  Lessee understands and agrees 
that the Lease is an equipment lease only, and the lease does not include 
providing services in any matter related to or arising out of installation or 
operation of the equipment supplied thereunder.  Notwithstanding any thing to 
the contrary contained in the Lease or any supporting schedules, Lessee 
understands and agrees that Lessor shall not be obliged in any manner to 
furnish or warrant the availability or suitability of any services rendered or 
to be rendered in connection with the equipment, including but not limited to, 
support or other services of any kind whatsoever. Lessee understands and agrees 
that any and all services rendered or to be rendered in connection wit the 
equipment including the installation, operation or maintenance thereof shall be 
provided solely by the Lessee under separate agreement between the Lessee and 
the provider of the services.  Notwithstanding the foregoing, Lessee's 
obligations to pay the rentals or otherwise under this Lease shall and are 
absolute and unconditional.

2. LEASE: Lessor hereby leases to Lessee and Lessee hereby hires and takes from 
Lessor the personal property described above and on any attached supplemental 
"Schedule A" (Hereinafter with all replacement parts, additions, repairs and 
accessories incorporated therein and/or affix thereto, referred to as 
"Equipment").

3. TERM AND RENT: THIS LEASE IS NON/CANCELABLE FOR THE TERM STATED ABOVE and 
shall commence upon the Date of Acceptance of the equipment and shall continue 
for the period specified as the "term" stated above.  All rental payments shall 
be payable in advance.  If one or more advance rental are payable, the total 
amount of such advance rentals shall be set forth in the Advance Rental 
Payment(s) section above and shall be due upon acceptance by the Lessor of this 
lease.  Advance rentals, when received by Lessor, shall be applied to the first 
rent payment for the Equipment and the balance of the advance rental shall be 
applied to the final rental payment or payments for said Equipment.  In no 
event shall any advance rent or any other rental payment be refunded to Lessee.

                    (CONTINUE ON REVERSE SIDE)
-------------------------------------------------------------------------------

THE UNDERSIGNED AGREES TO ALL THE TERMS AND CONDITIONS SET FORTH ABOVE AND ON 
THE REVERSE SIDE HEREOF, AND IN WITNESS WHEREOF, HEREBY EXECUTES THIS LEASE AND 
CERTIFIES THAT THE UNDERSIGNED IS DULY AUTHORIZED TO EXECUTE SAME, ON BEHALF OF 
OR AS THE LESSEE AND THAT HE HAS RECEIVED AN EXECUTED COPY OF THIS LEASE

Executed this   24   day of   August, 1995
              ------        ---------------

LESSEE: Kinko's of  Minnesota, Inc.     LESSOR:  MLC Commercial Leasing
       -----------------------------           --------------------------

BY: /s/ Jeff Wilkin   TITLE: President  BY: /s/ Carl Beaumont  TITLE: President
   -----------------        ----------     -------------------       ----------

                                   EXHIBIT D
                                 PAGE 12 OF 14

<PAGE>


LESSEE                                       SUPPLIER OF
                                             EQUIPMENT

Name     KINKO'S OF MINNESOTA, INC.          U-Ship International, Ltd.
     ------------------------------
Address  318 14TH AVENUE S.E.                5583 West 78th Street
        ----------------------
City     MINNEAPOLIS  State  MN Zip  55414   Edina, MN 55439
     ----------------                        (612) 941-4080

Contact  Jeff Wilkin
Telephone Number  612.623.0322

--------------------------------------------------------------------------------
 QUANTITY   DESCRIPTION OF EQUIPMENT                         SERIAL NUMBER(S)
--------------------------------------------------------------------------------
     1      U-SHIP MODEL 4100 AUTOMATED SHIPPING CENTER(S)     95090022-1
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
 INITIAL PAYMENT                  MONTHLY PAYMENTS                TERM AND NUMBER OF PAYMENTS ber of
----------------------------------------------------------------------------------------------------------
 <S>                              <C>                             <C>
                                                                  Total Lease Term:                     60
 First Month            $159.75   Base Rent             $150.00   Advanced Rentals Paid:                 1
 Documentation Fee      $ 25.00   Sales/Use tax         $  9.75   Lease Rentals Remaining:              59
 Total Initial Payment  $184.75   Total Monthly Payment $159.75   Payments Due And Payable As Invoiced
----------------------------------------------------------------------------------------------------------
</TABLE>

TERMS AND CONDITIONS

LESSEE HEREBY WARRANTS AND REPRESENTS THAT THE EQUIPMENT WILL BE USED FOR 
BUSINESS PURPOSES, AND NOT FOR PERSONAL, FAMILY, HOUSEHOLD, OR AGRICULTURAL 
PURPOSES.  LESSEE ACKNOWLEDGES THAT THE LESSOR AND ITS ASSIGNS HAS RELIED UPON 
THIS REPRESENTATION IN ENTERING INTO THIS LEASE.

1. LESSEE ACKNOWLEDGES THAT LESSOR IS NOT THE MANUFACTURER OF THE EQUIPMENT, 
NOR MANUFACTURE'S AGENT AND LESSEE REPRESENTS THAT LESSEE HAS SELECTED THE 
EQUIPMENT LEASED HEREUNDER BASED UPON LESSEE'S JUDGMENT PRIOR TO HAVING 
REQUESTED LESSOR TO PURCHASE THE SAME FOR LEASING TO LESSEE, AND LESSEE AGREES 
THAT THE EQUIPMENT LEASED HEREUNDER IS OF A DESIGN, SIZE, FITNESS, AND CAPACITY 
SELECTED BY LESSEE AND THAT LESSEE IS SATISFIED THAT THE SAME IS SUITABLE AND 
FIT FOR ITS ATTENDED PURPOSES. LESSEE FURTHER AGREES THAT LESSOR HAS MADE AND 
MAKES NO REPRESENTATIONS OR WARRANTIES OF WHATSOEVER NATURE, DIRECTLY OR 
INDIRECTLY, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY 
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SUITABILITY, DURABILITY, FITNESS 
FOR USE AND MERCHANTABILITY OF ANY SUCH EQUIPMENT, THE PURPOSES AND USES OF THE 
LESSEE OR OTHERWISE.  LESSEE SPECIFICALLY WAIVES ALL RIGHTS TO MAKE CLAIM 
AGAINST LESSOR HEREIN FOR BREACH OF ANY WARRANTY OF ANY KIND WHATSOEVER, LESSOR 
HEREBY PASSES TO LESSEE ALL WARRANTIES, IF ANY RECEIVED BY LESSOR BY VIRTUE OF 
ITS OWNERSHIP OF THE EQUIPMENT.  LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY 
LOSS DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY 
ANY EQUIPMENT LEASED HEREUNDER FOR THE USE OF THE MAINTENANCE THEREOF, OR FOR 
THE FAILURE OF OPERATIONS THEREOF, OR FOR THE REPAIRS, SERVICE, OR ADJUSTMENT 
THERETO, OR BY ANY DELAY OR FAILURE TO PROVIDE ANY THEREOF, OR BY ANY 
INTERRUPTION OF SERVICE OR LOSS OF USE THEREOF OR FOR ANY LOSS OF ANY BUSINESS 
OR ANY OTHER DAMAGE WHATSOEVER AND HOWSOEVER CAUSED.  NO DEFECT OR UNFITNESS OF 
THE EQUIPMENT SHALL RELIEVE LESSEE OF THE OBLIGATION TO PAY RENT, OR ANY OTHER 
OBLIGATION UNDER THIS AGREEMENT TO LESSOR OR ITS ASSIGNEE. LESSEE FURTHER 
AGREES THAT LESSOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES OF 
WHATSOEVER NATURE, DIRECTLY OR INDIRECTLY, EXPRESSED OR IMPLIED, INCLUDING BUT 
NOT LIMITED TO ANY REPRESENTATION OR WARRANTIES WITH RESPECT TO 
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTERFERENCE ORE 
INFRINGEMENT WITH THE USE OR ENJOYMENT OF THE EQUIPMENT, DURABILITY OR 
SUITABILITY OF THE EQUIPMENT FOR THE PURPOSES OR THE USES OF LESSEE OR 
OTHERWISE, OR THE LIKE.  THERE IS NO EXPRESS OR IMPLIED WARRANTY FROM LESSOR 
THAT THE GOODS WILL BE FIT FOR A PARTICULAR PURPOSE, MERCHANTABLE OR FREE FROM 
ANY CLAIMS OF INTERFERENCE OR INFRINGEMENT.  LESSEE AGREES THAT, WITH RESPECT 
TO ANY CLAIMS AGAINST LESSOR, THE EQUIPMENT IS DELIVERED "AS IS" AND "WITH ALL 
FAULTS".  LESSEE SPECIFICALLY WAIVES ALL RIGHTS TO MAKE CLAIM AGAINST LESSOR 
HEREIN FOR BREACH OF ANY WARRANTY OF ANY KIND WHATSOEVER, LESSOR SHALL NOT BE 
LIABLE TO LESSEE FOR ANY LOSS, DAMAGE, OR EXPENSE OF ANY KIND OR NATURE CAUSED 
DIRECTLY OR INDIRECTLY BY ANY EQUIPMENT LEASED HEREUNDER, FOR THE  USE OR THE 
MAINTENANCE THEREOF, OR FOR THE FAILURE OF OPERATIONS THEREOF, OR FOR THE 
REPAIRS, SERVICE, OR ADJUSTMENT THERETO, OR BY ANY DELAY OR FAILURE TO PROVIDE 
ANY THEREOF, OR BY ANY INTERRUPTION OF SERVICE OR LOSS OF USES THEREOF OR FOR 
ANY LOSS OF BUSINESS OR ANY OTHER DAMAGE WHATSOEVER AND HOWSOEVER CAUSED.  
LESSEE ACCORDINGLY AGREES NOT TO ASSERT ANY CLAIM WHATSOEVER AGAINST LESSOR FOR 
LOSS OF ANTICIPATORY PROFITS OR CONSEQUENTIAL DAMAGES. LESSOR SHALL HAVE NO 
OBLIGATION TO INSTALL, ERECT, TEST, SERVICE, ORE MAINTAIN THE EQUIPMENT. LESSEE 
SHALL LOOK TO THE MANUFACTURER AND/OR  SELLER FOR ANY CLAIM RELATED TO THE 
EQUIPMENT.  Lessor hereby acknowledges that any manufacture's and/or seller's 
warranties are for the benefit of both lessor and lessee.  To the extent 
permitted by the manufacturer or seller, and provided Lessee is not in default 
under this Lease, Lessor shall make available to Lessee all manufacturer and/or 
seller warranties with respect to equipment.  Lessee understands and agrees 
that the Lease is an equipment lease only, and the lease does not include 
providing services in any matter related to or arising out of installation or 
operation of the equipment supplied thereunder.  Notwithstanding any thing to 
the contrary contained in the Lease or any supporting schedules, Lessee 
understands and agrees that Lessor shall not be obliged in any manner to 
furnish or warrant the availability or suitability of any services rendered or 
to be rendered in connection with the equipment, including but not limited to, 
support or other services of any kind whatsoever. Lessee understands and agrees 
that any and all services rendered or to be rendered in connection wit the 
equipment including the installation, operation or maintenance thereof shall be 
provided solely by the Lessee under separate agreement between the Lessee and 
the provider of the services.  Notwithstanding the foregoing, Lessee's 
obligations to pay the rentals or otherwise under this Lease shall and are 
absolute and unconditional.

2. LEASE: Lessor hereby leases to Lessee and Lessee hereby hires and takes from 
Lessor the personal property described above and on any attached supplemental 
"Schedule A" (Hereinafter with all replacement parts, additions, repairs and 
accessories incorporated therein and/or affix thereto, referred to as 
"Equipment").

3. TERM AND RENT: THIS LEASE IS NON/CANCELABLE FOR THE TERM STATED ABOVE and 
shall commence upon the Date of Acceptance of the equipment and shall continue 
for the period specified as the "term" stated above.  All rental payments shall 
be payable in advance.  If one or more advance rental are payable, the total 
amount of such advance rentals shall be set forth in the Advance Rental 
Payment(s) section above and shall be due upon acceptance by the Lessor of this 
lease.  Advance rentals, when received by Lessor, shall be applied to the first 
rent payment for the Equipment and the balance of the advance rental shall be 
applied to the final rental payment or payments for said Equipment.  In no 
event shall any advance rent or any other rental payment be refunded to Lessee.

                    (CONTINUE ON REVERSE SIDE)
-------------------------------------------------------------------------------

THE UNDERSIGNED AGREES TO ALL THE TERMS AND CONDITIONS SET FORTH ABOVE AND ON 
THE REVERSE SIDE HEREOF, AND IN WITNESS WHEREOF, HEREBY EXECUTES THIS LEASE 
AND CERTIFIES THAT THE UNDERSIGNED IS DULY AUTHORIZED TO EXECUTE SAME, ON 
BEHALF OF OR AS THE LESSEE AND THAT HE HAS RECEIVED AN EXECUTED COPY OF THIS 
LEASE

Executed this  26th   day of  September, 1995
              ------         ------------------

LESSEE:  Kinko's of  Minnesota, Inc.   LESSOR:   MLC Commercial Leasing
        ----------------------------          ----------------------------

BY:/s/ Jeff Wilkin TITLE: Regional Manager BY:/s/ Carl Beaumont TITLE: President
   ---------------        ----------------    -----------------        ---------

                                    EXHIBIT D
                                  PAGE 13 OF 14

<PAGE>

                            MLC  COMMERCIAL LEASING
                           604-251 TWELVE OAKS CENTER
                            15500 WAYZATA BOULEVARD
                               WAYZATA, MN  55391


                           EQUIPMENT LEASE SCHEDULE


SCHEDULE NO.     ONE        TO LEASE AGREEMENT #        813
             -----------                         -------------------
     DATED            9/26/95
           ----------------------------

1. DESCRIPTION OF LEASED EQUIPMENT:  1     U-Ship Model 4100 Automated 
                                    ----     Shipping Center(s)

Serial # 95090022






2. TERM AND RENTAL PAYMENTS:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
 INITIAL PAYMENT                  MONTHLY                         TERM AND NUMBER 
---------------------------------------------------------------------------------------------
 <S>                              <C>                             <C>
                                                                  Total Lease Term:         60
 First Month           $159.75    Base Rent             $150.00   Advanced Rentals Paid:    1
 Documentation Fee                Sales/Use tax         $  9.75   Lease Rentals Remaining   59
 Total Initial Payment $159.75    Total Monthly Payment $159.75   (Payments Due And Payable
                                                                   As Invoiced)
---------------------------------------------------------------------------------------------
</TABLE>

3. OTHER PROVISIONS:
_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________


The undersigned agree to all the terms and conditions set forth above and IN 
WITNESS WHEREOF LESSOR and LESSEE hereby execute this Lease this   26   day 
                                                                 ------
of   SEPTEMBER, 1995.
   ------------------


MLC COMMERCIAL LEASING                 KINKO'S OF MINNESOTA, INC.
---------------------------------      -------------------------------------
LESSOR                                 LESSEE


By:      /S/  CARL BEAUMONT            By:     /S/ JEFF WILKIN
    -----------------------------          ---------------------------------

Title:      PRESIDENT                  Title:       REGIONAL MANAGER
       --------------------------             ------------------------------


                                   EXHIBIT D
                                 PAGE 14 OF 14

<PAGE>

                                   EXHIBIT E

                           ASC SITE SPECIFICATIONS


The following specifications must be met prior to a U-Ship ASC being installed 
and training conducted at a Kinko's location:

     1.   Analog telephone line installed and working;  RJ11 wall-mounted 
          phone jack using a direct access phone line;  Note, it does not 
          need to be a dedicated telephone line.

     2.   Electrical Power dedicated outlet to a 120 VAC; 15 amps

     3.   A dedicated package drop-off location within sight of the ASC unit

     4.   Location where ASC unit will not be placed in direct sunlight or 
          exposed to extreme temperatures

     5.   Area for overhead or wall mounted UPS/U-Ship sign


If one or more of the above specifications are not met prior to installation 
and training, U-Ship shall have the right to bill Kinko's at cost for any 
incremental or excessive expenses incurred because of failure to meet this 
specifications.  These expenses may involve, but are not limited to, 
additional travel expenses (including airfare, hotels, transportation and 
meals) additional training (personnel) expenses and any unusual UPS charges.  
U-Ship's agreement calls for training a site only once on a prearranged date. 
Additional training expenses for not meeting the above specifications, will 
be the sole responsibility of Kinko's.