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                                   Exhibit 2
                                    AVONWOOD
                              Capital Corporation
                               532 Avonwood Road
                              Haverford, PA 19041


5/13/95

                       LETTER OF ENGAGEMENT AND AGREEMENT

It is with great pleasure that we present this letter of agreement in which
InfoPak, Inc. (the "Company") has agreed to engage the services of Avonwood
Capital Corporation (ACC).  The terms of the agreement are outlined as follows:


Services                  It is agreed that "ACC" will render, on a best
                          efforts basis, those services needed by the "Company"
                          which are consistent with the charter of "ACC" which
                          are to include, but not be limited to, business
                          strategy and tactical development, contract and
                          corporate finance negotiations, distribution
                          enhancement, sales expansion, strategic alliance
                          development, corporate consulting/advisory and the
                          arranging of capital as required.


Compensation              (1) It is agreed that "ACC" will be paid $2,500.00
                          per month by the "Company", for each month in
                          advance, with the first payment to be accrued until
                          the realization of capital infusion, which is
                          currently under negotiations or, in the event of an
                          incremental increase in the revenue of the Company,
                          which ever comes first.  This annual agreement dated
                          as to this document, automatically renewable unless
                          canceled by either party in writing at least 60 days
                          prior to the renewal date.

                          (2) "ACC" will be paid a sum equal to 5% of the
                          incremental gross generated by any relationship which
                          ACC introduces to the Company.

                          (3) "ACC" will be paid 5% of the incremental gross
                          revenue generated by the successful negotiation
                          between an existing or potential client of the
                          Company where the Company has in writing, authorized
                          ACC's involvement to negotiate, to be consistent with
                          this agreement.

                          (4) It is also agreed that "ACC" will be paid a 5%
                          success fee on all negotiations resulting in a cash
                          payment to the "Company" in which "ACC" is involved.

                          (5) Items 2 and 3 of this document shall have a
                          infinite life.
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                          (6) All payments associated with 2 and 3 will be on
                          terms of 30 days in arrears.

                          (7) ACC will be paid 5% of the incremental gross
                          revenue generated by the Company, benchmarked to the
                          date of this agreement, net of existing relationships
                          as itemized in addendum A dated May 1, 1995, but
                          including those existing relationships that InfoPak
                          has given written permission for ACC to negotiate
                          with.


Equity Allocation         "ACC" will be issued 3% of the fully diluted
                          outstanding stock of the "Company" which will have
                          the covenant of non-dilution.  This can be issued in
                          the form of warrants, options or common shares as to
                          ACC's discretion.  Benchmarks will be established
                          outlining the distribution of said warrants, options
                          and common shares.


T&E                       All expenses incurred by "ACC" associated with the
                          normal functions pertaining to this contract will be
                          paid by the "Company" 14 days after submission by
                          "ACC" all expenses will be pre-approved.


If these terms are agreeable to you please sign below and return to "ACC".
This will be followed by legal documentation which will cover each of these
items in more detail as needed.

We look forward to a successful partnership in achieving the goals and
expectations of InfoPak, Inc. and its shareholders.

Agreed to by:

<TABLE>
<S>                                   <C>                                    <C>
/s/ Thomas R. Smith                   /s/ Sean Lee                           /s/ Paul C. Damiani          
----------------------------          ----------------------------------     --------------------------------
Thomas R. Smith                       Sean Lee                               Paul C. Damiani
Managing Director                     Chairman                               Secretary
Avonwood Capital Corporation          InfoPak, Inc.                          InfoPak, Inc.
</TABLE>