Exhibit 10


                   ENNIS BUSINESS FORMS, INC.
         UPS GROUND, AIR AND SONICAIR INCENTIVE PROGRAM
                        CARRIER AGREEMENT


Ennis Business Forms, Inc. (Customer) and  United Parcel Service,
Inc., an Ohio Corporation, (UPS) have entered  into the following
Agreement.

UPS is authorized to provide  carrier service described herein in
accordance  with the  terms and conditions contained in the Guide
to UPS Services and Tariff in  effect at the time of shipping and
as  outlined in Attachments A  through F-1.  Customer agrees that
the terms of this  Agreement  include  the understanding that the
Agreement  is  based  on  the distinct  needs of the Customer and
that UPS will be the Customer's preferred carrier of choice.

              Attachments               Description
              -----------               -----------
                  A               Terms & Conditions
                  B               Shipper List
                  C               Domestic Incentive Program
                  D               Ground & Air Discounts
                  E               Specialized Incentive Program
                F & F-1           SonicAir Incentive Program

This  Agreement  will  remain  in effect  for a period of two (2)
years  and  three (3) months from the Effective Date below except
as otherwise provided.

This  Agreement  shall  be considered withdrawn if not signed by
both parties on or before February 23, 2003.


(Customer) ENNIS BUSINESS       (Carrier) UNITED PARCEL SERVICE,
           FORMS, INC.                    INC.

By:     /s/ Harve Cathey        By:    /s/ Michael L. Boring
        ---------------------          ------------------------
        (An Authorized                 (An Authorized
        Representative)                Representative)

Title:  VP - Finance            Title: National Accounts Manager

Address:1510 N. Hampton,        Address:4240 International Pkwy.
	Suite 300                       Carrollton, Texas  75007
        DeSoto, TX  75115

Date Signed: 2-20-03            Date Signed:  2-24-03

                                Effective Date:  3-10-03
<PAGE>

                          ATTACHMENT A
                       TERMS & CONDITIONS

1.  This  Agreement applies  to eligible packages tendered by the
    Customer at  all U.S. 48  states origin shipping locations as
    listed on  Attachment B (Shipping Locations), to destinations
    listed in the Guide to UPS Services.  Shipping  Locations may
    be  added  or  deleted  from  this  Agreement only  by mutual
    written  consent.  To  add  a location, Customer  must notify
    their  dedicated UPS  National Account Manager seven business
    days in advance.  In  the  absence of notification, custom or
    incented rates shall not be applicable.

2.  Customer agrees to provide UPS daily with the shipping record
    documentation  as  specified  by UPS, including gross charges
    for  packages  shipped.  If  Customer cannot supply UPS daily
    with  the  gross  package charges, charges will be based on a
    calculation of  total volume tendered (less service offerings
    subject  to  incentive,  e.g.  Hundredweight)  multiplied  by
    Customer's average package charge, as determined by UPS.

3.  UPS  will  provide  the following services to Customer during
    the life of this Agreement:

      Assistance of:
        (bullet)    Dedicated National Accounts Manager
        (bullet)    Dedicated Customer Service telephone contact
        (bullet)    Dedicated UPS National Account Executive(s)
        (bullet)    Business activity reports

4.  UPS  reserves  the  right to charge the Customer a minimum of
    $50.00  per week in addition to any other charges due to UPS,
    if  the  Customer  does  not tender to UPS a minimum of fifty
    packages  per week.  This fee may not apply provided that the
    Customer  notifies  UPS  of  closings  due  to  vacations and
    holidays.

5.  Customer  agrees to comply with the letter weight restriction
    required  under  the  Private Express Statute in its UPS Next
    Day  Air  Saver, UPS  2nd Day  Air A.M., and  UPS 2nd Day Air
    letters.

6.  The  rates,  terms  and  conditions  of this Agreement do not
    apply to any shipper number used for drop shipping.

7.  UPS  and  Customer agree that the rates, terms and conditions
    of  this Agreement may not be extended or resold to any third
    party without prior written consent of UPS.

8.  Customer  agrees  to supply UPS with electronic package level
    detail  in  a  form  acceptable to UPS.  Package level detail
    includes,  but  is  not  limited  to, consignee's  full name,
    complete  delivery  address,  package  weight  and  zone, and
    package labeling that contains Maxicode, barcoded Zipcode and
    appropriate service level icon, for every package tendered to
    UPS.  All  shipping  locations   will  be  equipped  with  an
    automated UPS compatible shipping system.

9.  With  the  exception  of UPS's right to assign some or all of
    this  Agreement  to  its   affiliates or  subsidiaries,  this
    Agreement and the Customer's rights and obligations hereunder
    are not assignable or transferable.  Any attempted assignment
    or  transfer  hereof without the prior written consent of UPS
    shall be void and without force or effect.

10. If  a  dispute arises out of  or relates to this contract, or
    the  breach  thereof, and if  said dispute  cannot be settled
    through  direct  discussions,  the  parties  agree  to  first
    endeavor  to  settle  the  dispute  in  an amicable manner by
    mediation    administered   by   the   American   Arbitration
    Association  under  its  Commercial  Mediation  Rules, before
    resorting to arbitration.  If mediation is unsuccessful after
    thirty (30) days, any unresolved controversy or claim arising
    out of or relating to this contract, or breach thereof, shall
    be  settled  by  arbitration  administered  by  the  American

<PAGE>

    Arbitration  Association  in  accordance  with its Commercial
    Arbitration  Rules, and  judgment  upon the Award rendered by
    the  arbitrator(s)  may  be  entered  in   any  court  having
    jurisdiction thereof.  All mediation and arbitration shall be
    held in Atlanta, GA.

11. This  Agreement,  its  Attachments, the Guide to UPS Services
    and the UPS Tariff in effect at the time of shipping, contain
    all  the  terms  and  conditions agreed to by the parties and
    supersede  any  prior  agreements  between  the  parties with
    respect  to  UPS  transportation  services.  The  UPS Service
    Guide  and  Tariff are maintained at local UPS offices and on
    the Web at http://www.ups.com.

12. Customer  and  UPS  agree  to maintain the confidentiality of
    this Agreement, both its existence and the conditions, unless
    disclosure is required by law.

13. This  contract  and  its  provisions  will be governed by and
    interpreted  in  accordance  with  the  laws  of the State of
    New York, without regard to its conflicts of law provisions.

14. This Agreement may be terminated at  any time by either party
    by  written notice to the other at the address below given at
    least thirty (30) days prior to any termination date.

15. At  the termination  date of  this Agreement, UPS may extend,
    at  its  option, and  continue  this  Agreement on a month to
    month  basis, subject  to any or all rate increases in effect
    and thereafter.

16. UPS,  at  its  option,  has  the  right to accept, decline or
    adjust  incentives  for  special shipments that substantially
    exceed  the  average  weekly  volume  by location tendered by
    the  customer  during  the  prior twelve months. In addition,
    UPS  may  accept special shipments subject to a waiver of the
    UPS Service Guarantee.

17. Except  as  otherwise provided herein, all notices, requests,
    demands  or  other  communications  required  or permitted to
    be  given  or  made under this Agreement shall be in writing,
    submitted  to  the  parties'  addresses  set  forth below and
    given  by  personal  service, (in  which case notice shall be
    deemed  effective  on the date it is delivered); UPS Next Day
    Air  (registered trademark)  (in which  case  notice shall be
    deemed  effective one Business Day after dispatch); or United
    States  certified  mail,  return  receipt  requested, postage
    prepaid,  (in  which case notice shall be deemed effective on
    the third Business Day following its placement in the mail).

    UPS  and  Customer may change, from time to time, their named
    respective  representatives  and addresses for the purpose of
    this  section  by  written notice each to the other as herein
    provided.

<PAGE>
                      Ennis Attachment B

Shipper # Account          Address           City   ST  Zip   +4
*








































* Confidential information omitted and filed separately with the
  SEC.

<PAGE>
                          ATTACHMENT C
                   DOMESTIC INCENTIVE PROGRAM


1. The  discount  amounts  below  are contingent upon the revenue
   tendered  to  UPS  by  the  Customer  and  upon  the  Customer
   maintaining  its  current  shipping characteristics under this
   Agreement.

   Customer  further  agrees  that  discounts  do  not  apply  to
   Additional  Charges  which are defined as those additional and
   accessorial charges set forth in the UPS Rate Charts in effect
   at  the  time  of shipping, which are subject to change at any
   time.

2. UPS  will  calculate  the  discount for all locations once per
   week  and  will  bill  the  Customer  net after discount.  The
   incentive  applied  each  week  will  be  calculated using the
   average  weekly  revenue  from  the previous 13 weeks, once 13
   weeks have accumulated.

3. With   respect   to  Prepaid   Outbound  and  Freight  Collect
   Commercial  Ground  packages, UPS agrees to grant the Customer
   the  following  discounts  from  the  published UPS Commercial
   Ground  Service  Rate Chart in effect at the time of shipping.
   The discounts do not apply to Third Party shipments.

  *

   An  additional  discount  from  the  published  UPS Commercial
   Ground  Service  Rates  in  effect at the time of shipping may
   apply based on the revenue tier on Attachment D.

   The  minimum  net  package  charge for a UPS Commercial Ground
   package  will be the same as the rate for a one pound zone two
   package  published  in  the UPS Commercial Ground Service Rate
   Chart in effect at the time of shipping.

4. With  respect  to  UPS  Prepaid  and  Freight  Collect  Ground
   Hundredweight,  UPS  agrees  to  transport  such  shipments as
   Customer  may  tender  to  UPS  and  to  provide Customer such
   transportation  and additional services in accordance with the
   rules of  UPS  Hundredweight  Service in effect at the time of
   shipping.   The   discounts   do  not  apply  to  Third  Party
   shipments.

   UPS  agrees  to  transport  UPS  Ground Hundredweight packages
   tendered  by Customer and apply UPS Hundredweight pricing when
   the  actual  aggregate  weight  of all ground packages in each
   shipment  delivered  to  one  Consignee at one location on the
   same day from the same shipper is 200 pounds or more.

   UPS  agrees to grant the Customer the following discounts from
   the  Tier 02 UPS Hundredweight Service Rate Chart in effect at
   the  time  of  shipping.   Customer  further  agrees  that  no
   discount applies to Additional Charges.

* Confidential information omitted and filed separately with the
  SEC.

<PAGE>

  *





   A  minimum  charge  for  a  UPS  Ground  Hundredweight Service
   shipment  will  be  the greater of either a charge based on 25
   pounds  per  package  or  the UPS Hundredweight published rate
   minimum for applicable tier in effect at the time of shipping.

5. With  respect  to  Prepaid and Freight Collect Air letters and
   packages,  UPS  agrees  to  grant  the  Customer the following
   discounts  from  the UPS published Air Service Rates in effect
   at  the time of shipping.  The discounts do not apply to Third
   Party shipments.

        Cell by Cell Incentive Structure for Each Package

  *



























* Confidential information omitted and filed separately with the
  SEC.

<PAGE>

   An  additional  discount  from  the published UPS Air Rates in
   effect  at the time of shipping may apply based on the revenue
   tier on Attachment D.

   In  consideration  of the above incentive matrix on Attachment
   D, a   minimum  net  package  charge  equal to  *  will  apply
   to all UPS Second Day Air Commercial packages.

   In  consideration  of the above incentive matrix on Attachment
   D, a  minimum  net  package charge equal  to  *  will apply to
   all UPS Second Day Air Residential packages.

   In  consideration  of the above incentive matrix on Attachment
   D, a   minimum   net  package  charge equal to * will apply to
   all UPS Three Day Select Commercial packages.

   In  consideration  of the above incentive matrix on Attachment
   D, a   minimum  net  package  charge  equal to * will apply to
   all UPS Three Day Select Residential packages.

6. With   respect   to   UPS  Prepaid  and  Freight  Collect  Air
   Hundredweight packages, UPS agrees to transport such shipments
   as  Customer  may  tender  to UPS and to provide Customer such
   transportation  and additional services in accordance with the
   rules  of  UPS  Hundredweight Service in effect at the time of
   shipping.   The   discounts   do  not  apply  to  Third  Party
   shipments.

   UPS agrees  to grant the Customer the following discounts from
   the  published  UPS Hundredweight Service Rate Chart in effect
   at the time of shipping:

   *





   UPS will apply Hundredweight pricing when the actual aggregate
   weight  of  all air packages in each shipment delivered to one
   Consignee  at  one  location  on  the  same  day from the same
   shipper is 100 pounds or more.

   A  minimum  charge  for  a  UPS Next day Air, UPS Next Day Air
   Saver  or  UPS  Second  Day  Air  shipment will be based on an
   average weight of 10 pounds per package.

   If  the  dimensional  weight  of  a package measuring over one
   cubic  foot  exceeds the actual weight, the dimensional weight
   of  that  package  will  be  used  in  the  calculation of the
   shipment billed weight.



* Confidential information omitted and filed separately with the
  SEC.

<PAGE>
                                          ATTACHMENT D

                                       ENNIS BUSINESS FORMS

                        PREPAID & FREIGHT COLLECT GROUND AND AIR DISCOUNTS

<TABLE>
<CAPTION>     UPS        UPS       UPS        UPS        UPS        UPS        UPS        UPS
          Commercial Commercial Commercial Commercial Commercial Commercial Commercial Commercial
           Next Day   Next Day   Next Day   Next Day  Second Day Second Day  Three Day   Ground
          Air Letter Air Package Air Saver  Air Saver Air Letter Air Package  Select     Package
                                  Letter     Package                          Package
<S>       <C>        <C>         <C>       <C>        <C>        <C>        <C>        <C>
#


</TABLE>

<TABLE>
<CAPTION>     UPS         UPS         UPS         UPS         UPS         UPS         UPS
          Residential Residential Residential Residential Residential Residential Residential
           Next Day    Next Day    Next Day   Next Day    Second Day  Second Day  Three Day
          Air Letter  Air Package  Air Saver  Air Saver   Air Letter  Air Package   Select
                                    Letter     Package                              Package
<S>       <C>         <C>         <C>         <C>         <C>         <C>         <C>

#

</TABLE>

* The  following  products  will be used to  determine the above
  Average Weekly Gross  Revenue tier:  Prepaid, Freight collect,
  and  Third  Party  Billing  for  UPS  Next Day Air Letters and
  Packages; UPS  Next  Day Air Hundredweight; UPS Next  Day  Air
  Saver   Letters   and   Packages;  UPS   Next  Day  Air  Saver
  Hundredweight;  UPS  Second Day Air A.M. Letters and Packages;
  UPS  Second  Day  Air  A.M.  Hundredweight; UPS Second Day Air
  Letters  and  Packages;  UPS  Second  Day  Air  Hundredweight;
  UPS  Three  Day  Select  Commercial  and Residential Packages;
  UPS  Three  Day  Select  Hundredweight;  UPS Ground Commercial
  and   Residential  Packages;  UPS  Ground  Hundredweight;  UPS
  Export Express Letters, Documents,  and  Packages  UPS  Export
  Expedited  Documents  and Packages; and UPS Standard to Canada
  Packages.

** In  consideration  of  the above  incentive matrix, a minimum
   net  package  charge  equal  to  #  will  apply  to  all  UPS
   Second Day Air Commercial packages.

** In  consideration  of  the above  incentive matrix, a minimum
   net package  charge  equal  to # will apply to all UPS Second
   Day Air Residential packages.

** In  consideration  of  the  above incentive matrix, a minimum
   net package  charge  equal  to #  will apply to all UPS Three
   Day Select Commercial packages.

** In  consideration  of  the  above incentive matrix, a minimum
   net package  charge equal  to  #  will apply to all UPS Three
   Day Select Residential packages.

** In  consideration  of  the  above incentive matrix, a minimum
   net package charge equal to a  published  zone  two one pound
   package will apply to all UPS Ground Commercial packages.

# Confidential information omitted and filed separately with
  the SEC.

<PAGE>
                          ATTACHMENT E
                  SPECIALIZED INCENTIVE PROGRAM

1. At  the end  of  each  Calendar Quarter, UPS will average the
   Customer's  Net  Revenue  for  Prepaid,  Freight Collect, and
   Third Party Billing for UPS Next Day Air Letter, Package, and
   Hundredweight;  UPS  Next  Day Air Saver Letter, Package, and
   Hundredweight;  UPS  Second Day Air A.M. Letter, Package, and
   Hundredweight;  UPS  Second  Day  Air  Letter,  Package,  and
   Hundredweight;    UPS    Three   Day   Select   Package   and
   Hundredweight;  UPS  Ground  Package  and  Hundredweight; UPS
   Export  Express  Letter,  Document,  and  Package; UPS Export
   Expedited  Document  and  Package;  and  UPS  Export Standard
   Package  (less   Additional  Charges  and  service  offerings
   subject  to  incentive, e.g. ARS), and if exceeds the revenue
   listed  below,  an  additional  incentive will be calculated
   from  that  revenue.  UPS  will  issue  a single check to the
   Customer  representing  the  total  amount  of the additional
   incentive  earned  within  thirty  (30) days after the end of
   each Calendar Quarter and forward to the address below.

              Average Weekly Net         Additional
              Transportation Charges     Incentive
              ---------------------      ---------
              *


2. Customer  and  UPS  have  agreed  to  implement  a Guaranteed
   Service  Refund procedure for Customer for shippers listed on
   Attachment B.  This  procedure  will  begin  on the effective
   date as stated below and will be administered for the life of
   the   current   UPS/Customer  transportation  Agreement  that
   includes  the  products  as identified by this Addendum.  UPS
   reserves the right to use any new automated refund procedures
   when they become available.

   Customer  shall  be  entitled  to  a  refund  of  the package
   shipping charges when the overall on-time delivery for all of
   Customer's  outbound ( i.e.,  packages  picked  up  daily  at
   Customer  locations)  Ground  and Air packages fall below the
   agreed  upon  performance threshold of 97% for Ground and 98%
   for Air products.

   Both  parties  agree  that in the event UPS does not meet the
   agreed  upon  performance  threshold,  Customer  will receive
   reimbursement   of   shipping  charges  for  the  performance
   shortfall.  Shortfall  performance  consists  of  only  those
   packages not delivered on time as set forth.  Customer agrees
   to  place  a  UPS  compatible bar code "smart label" on every
   package  shipped  and  transmit  100%  PLD  at end of day for
   packages  tendered  to  UPS.   Only  packages  with  the  UPS
   traceable  barcode  "smart  label"   and  with  matching  PLD
   information   will   be   eligible  for  this  service  level
   performance  guarantee.  Compensation  will be made by UPS to
   Customer  every  quarter.  The  performance  standards listed
   below   will   be   used  to calculate  the  refund.  If  our
   performance  is  equal  or  better than the thresholds stated
   below, no refund will be due.

                              Committed Percent
                  Product         On Time
                  ------          -------
                  Ground             *
                  Air                *

* Confidential information omitted and filed separately with the
  SEC.

<PAGE>

   The  following  UPS  developed  reports  will  be  utilized to
   measure the performance standards:
     (bullet)    UPS  "Shipping  Performance  Report" for percent
                 effectiveness report number N083CMR403
     (bullet)    UPS  SIPPS  Report  (used  to  determine Average
                 Revenue per Piece per Product)

     The following example is designed for illustrative use only:

     Assume that Customer  ships 100,000 Ground packages during a
     quarter   interval  and  UPS  provided  a service level of *
     Customer  will  receive  reimbursement on *   (*   committed
     performance standard minus * actual) of the packages shipped
     during  this  period.  Reimbursement  would,  therefore,  be
     equal to the result of the following calculation:

     *  X  *  X (Average  Net  Revenue  per Ground Piece received
     for the current quarter)

   This methodology for calculating potential service performance
   refunds  will be conducted for Ground and Air independently of
   one another.

   These  performance  standards will remain in effect during the
   life  of  this  contract  as  long  as  the  current  shipping
   characteristics remain constant.

     To  define  the  UPS  Service  Guarantee  and  the terms and
     conditions  of  this  Addendum, the following guidelines are
     defined for UPS and Customer:

         (bullet)  The  UPS  Service Guarantee  does not apply to
                   drop shipments.
         (bullet)  Customer will  not  seek  refunds from UPS via
                   any other methodologies.
         (bullet)  Customer   agrees  not  to  deduct  actual  or
                   anticipated refunds from UPS bills.
         (bullet)  Customer  agrees  to  the tracking limitations
                   described in the current UPS Service Guide.
         (bullet)  Only  volume  tendered  to  UPS twilight sorts
                   will   be   eligible  for  Guaranteed  Service
                   Refunds.
         (bullet)  Customer  agrees  that  UPS is not responsible
                   for  service  which  is precluded by an act of
                   God,  authority  of  law,  strikes,  lockouts,
                   casualties,  and  other conditions beyond UPS'
                   control.
         (bullet)  Any  payments  due  to Customer will be issued
                   within  thirty  (30) days following the end of
                   each quarter.

   Either  party  reserves  the right to terminate the Guaranteed
   Service  Refund portion of this  Agreement without terminating
   the  entire Carrier Agreement  as follows: (i) by either party
   providing the other party with thirty (30) days' prior written
   notice,  which  notice  shall specify  the  effective  date of
   termination;  and  (ii)  either   party   may  terminate  this
   Agreement  immediately  if  the  other party fails to cure any
   material  breach  of  this  Addendum  within three (3) days of
   receipt of notice of such breach.

3. UPS  shall  at  all  times  during  the term of this Agreement
   protect, indemnify  and hold harmless Customer, its agents and
   employees from and against liability, loss, damage, penalties,
   fines, costs  and  expenses  of any kind whatsoever (including
   reasonable attorney's fees and other legal costs and expenses)
   except  to  the  extent  of the negligent acts or omissions of
   Customer, its  agents  and  employees caused by the negligence
   acts or omissions of UPS, its agents or employees resulting in
   bodily  injury, death, damage  to  property,  asserted against
   Customer   or   its   affiliates  by  any  person  during  its
   performance  of  the  services  provided  under this Agreement
   notwithstanding anything in this paragraph UPS's liability for
   loss  or damage to any package is limited to $100 per package.
   Additional insurance  is available if the package is declared
   and the declared value charges are paid.

* Confidential information omitted and filed separately with the
  SEC.

<PAGE>

                          ATTACHMENT F
                   SONICAIR INCENTIVE PROGRAM
                    TRANSPORTATION AGREEMENT

1. In  consideration  of  the  rates set forth  in Attachment F-1
   ("Rates"),  UPS  agrees  to  provide  its  SonicAir BestFlight
   (service mark)  same  day  delivery,  rush  and other shipping
   services  ("Services")  to  Customer on  an on-demand basis in
   accordance with the terms and conditions of this Agreement and
   the  terms  and  conditions  of  the  UPS  SonicAir BestFlight
   Waybill,  including   limitations   of  liability,  which  are
   incorporated  herein by reference.  In the event of a conflict
   between this Incentive Program and the Waybill, this Incentive
   Program will control.

2. UPS  will make Services available to Customer twenty-four (24)
   hours  a  day,  seven  (7)  days  a  week and will perform the
   Services   according  to  the  description  contained  in  the
   SonicAir   BestFlight   (service   mark)   Waybill.   Customer
   understands  that  UPS  will not accept hazardous materials of
   any kind for transport under this Incentive Program.

3. Customer  must  present  any  claims  for  loss  or  damage to
   Customer's  cargo  in writing to UPS, at the address set forth
   below,  within  reasonable  time,  but in no event longer than
   ninety (90) days after such cargo has been tendered to UPS.

                               UPS
                   c/o Service Parts Logistics
                    35 Glenlake Parkway, N.E.
                            Suite 475
                       Atlanta, GA  30328

4. This  Incentive  Program  will  automatically  be  renewed for
   additional one (1) year terms unless Customer provides written
   notification  of  termination to UPS, at the address set forth
   in item three (3).

5. Customer  acknowledges  that  certain  Conditions  could alter
   UPS's  operating  expenses  on  which the Rates are based.  As
   used  herein, a  Condition means the enactment or promulgation
   of any new law, regulation or statute or the imposition of new
   material  requirements  on  the  issuance  or  renewal  of any
   official permit, license or approval after the Effective Date,
   which (a) affects the operating costs or the ability of UPS to
   perform  the Services, (b) is substantially more burdensome on
   UPS  than  the  requirements  as of the Effective Date, or (c)
   results  in  a  substantial decrease in the Rates to which UPS
   would  otherwise  be  entitled.  If any Condition occurs after
   the  Effective  Date, UPS reserves the right to make such Rate
   adjustments  as  it deems reasonably necessary to preserve for
   UPS  its  intended benefits, by providing Customer with thirty
   days prior written notice of such adjustments.

6. This  Incentive  Program,  its  Attachments  and  the SonicAir
   BestFlight (service mark) Waybill contain all of the terms and
   conditions  agreed  to  by the parties and supersede any prior
   agreement  between  the  parties for the Service(s).  Customer
   shall  not  extend,  assign  or  transfer  any  of  its rights
   hereunder,  without  the  prior  written  consent of UPS.  Any
   assignment  or  attempt  to  assign,  transfer  or subcontract
   thereof  without  the  prior written consent UPS shall be void
   and without force or effect.

7. Customer  agrees  that the pricing agreed to in this Incentive
   Program  is subject to increases proportionate to increases in
   the  SonicAir  BestFlight  (service mark)  tariff rates.  Tier

* Confidential information omitted and filed separately with the
  SEC.

<PAGE>

   Discounts  are  based  on Customer volume commitment levels as
   shown on the attached rate sheet.  In the event Customer fails
   to  meet its Volume commitments as required for the additional
   tier  discount, which  will  be  reviewed periodically, UPSSPL
   reserves  the  right  to revert the Rates of this Agreement to
   the  appropriate tier or Published Rates upon thirty (30) days
   written  notice.  Customer agrees that the tier discounts will
   initially be based on a volume commitment between one and one-
   hundred shipments per year.

<PAGE>
                         ATTACHMENT F-1

<TABLE>

<CAPTION>
UPS SonicAir BestFlight (service mark) Services                 Shipment Volume per Year
<S>                                                             <C>
Door to Door Shipments picked up and delivered door to door     *
  1 to 10 pounds                                                *
  11 to 50 pounds                                               *
  51 to 70 pounds                                               *
Hold for Pickup  Shipments held for pickup at the
  destination airport
  1 to 10 pounds                                                *
  11 to 50 pounds                                               *
  51 to 70 pounds                                               *
             Additional Services
             -------------------
Retrieval/Drive (within 15 miles) up to 50 pounds               *
Shipments picked up and delivered to consignee                  *
Attempts (within 15 miles) up to 50 pounds
Shipments where delivery is attempted but consignee/
  recipient was not available
Express Freight minimum of 100 pounds                           *
Freight shipments delivered door to door
Hand Carry                                                      *
High value shipments hand-carried every step of the way
Charter                                                         *
Shipments sent via chartered flight to destination
International BestFlight                                        *
Shipments sent via BestFlight for immediate delivery
Refer to UPS SonicAir International Rate Chart
             Additional Charges
             ------------------
Additional Airbill                                              *
Commercial airline fee charged for packages over 70 lbs.
Or multiple pieces exceeding priority package guidelines
Additional Mileage                                              *
For pickup and delivery beyond a 15-mile radius from
  the airport
Additional Weight (Drive service only)                          *
For shipments over 50 lbs. Assessed in 50 lb. increments
Additional Weight                                               *
For shipments within commercial airline priority package
  guidelines over 25 lbs. and up to 70 lbs.
PM / Weekends                                                   *
For pickup or delivery before or after normal business
  hours
8:00 AM - 8:00 PM Monday through Friday
Waiting Time                                                    *
When a courier waits in excess of 15 minutes; accrued
  in 15 minute intervals
Holiday                                                         *
For pickup or delivery on holidays, including Christmas
  Day, Thanksgiving Day, New Year's Day, July 4th,
  Labor Day, Memorial Day and Easter
Declared Value                                                  *
For shipments of unusually high value requiring
  insurance
Switch                                                          *
When direct flight is not available and two separate
  airlines must be used.  This does not refer to
  connecting flights on the same airlines.
Tolls, Parking                                                  *
Fuel Surcharge
Visit our website for the most up-to-date information
  regarding surcharges,
  http://www.spl.upslogistics.com/best_flight.htm               *
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* Confidential information omitted and filed separately
  with the SEC.

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