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POSTNET INTERNATIONAL FRANCHISE CORPORATION

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					            POSTNET INTERNATIONAL FRANCHISE CORPORATION

                         INFORMATION FOR PROSPECTIVE FRANCHISEES
                           REQUIRED BY FEDERAL TRADE COMMISSION


                                                          *****


To protect you, we’ve required your franchisor to give you this information. We haven’t checked
it, and don’t know if it’s correct. It should help you make up your mind. Study it carefully.
While it includes some information about your contract, don’t rely on it alone to understand your
contract. Read all of your contract carefully. Buying a franchise is a complicated investment.
Take your time to decide. If possible, show your contract and this information to an advisor, like
a lawyer or an accountant. If you find anything you think may be wrong or anything important
that’s been left out, you should let us know about it. It may be against the law.

There also may be laws on franchising in your state. Ask your state agencies about them.




                                                 Federal Trade Commission
                                                  Washington, D.C. 20580




CERTAIN STATES REQUIRE FRANCHISORS TO MAKE ADDITIONAL DISCLOSURES
RELATED TO THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR. IF
APPLICABLE, THESE ADDITIONAL DISCLOSURES WILL BE FURNISHED TO YOU IN
AN ADDENDUM TO THIS OFFERING CIRCULAR.

IN ACCORDANCE WITH THE REQUIREMENTS OF THE FEDERAL TRADE
COMMISSION, THIS OFFERING CIRCULAR WAS ISSUED ON JANUARY 29, 2004.
STATE VARIATIONS OF THIS OFFERING CIRCULAR ARE EFFECTIVE ON THE DATE
LISTED IN THE ADDENDUM FOR SUCH STATE.




3621860 v7 Uniform Franchise Offering Circular                                        January 29, 2004
                                      FRANCHISE OFFERING CIRCULAR

                                                    POSTNET INTERNATIONAL
                                                    FRANCHISE CORPORATION
                                                    PostNet World Headquarters
                                                    181 North Arroyo Grande Boulevard
                                                    Building A, Suite 100
                                                    Henderson, Nevada 89074
                                                    (702) 792-7100
                                                    Facsimile (702) 792-7115
                                                    E-mail info@postnet.com
                                                    Internet http://www.postnet.com

       PostNet offers franchises for retail stores which provide business and consumer services
and products under the trade name “POSTNET” (“Centers”). The initial franchise fee is
$28,900, except for those who convert an existing similar type of business to a Center, in which
event it ranges from $7,500 to $19,500. The estimated initial investment required to begin
operation of a Center ranges from $164,600 to $182,250.

       PostNet may, in some instances, offer to franchisees the right to become an area
franchisee, for which a fee is negotiated on a case-by-case basis as further described in Item 5,
and which is likely to range from $75,000 to $250,000. In addition to this fee, the initial
investment required for becoming an area franchisee ranges from $1,450 to $14,475, as
described in Item 7.

       PostNet also may, in some instances, offer development rights to developers which
enable them to open a certain number of Centers within a specified area under individual
franchise agreements. The development fee is $15,000 for each Center to be established.

RISK FACTORS

          1.       THE FRANCHISE AGREEMENT, AREA FRANCHISE AGREEMENT, AND
                   DEVELOPMENT AGREEMENT STATE THAT NEVADA LAW GOVERNS
                   THE AGREEMENT UNLESS A PROVISION IS NOT ENFORCEABLE
                   UNDER THE LAWS OF NEVADA AND YOUR CENTER OR TERRITORY IS
                   LOCATED IN A STATE WHERE THE PROVISION IS ENFORCEABLE. THE
                   LAWS OF NEVADA MAY NOT PROVIDE THE SAME PROTECTIONS AND
                   BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE
                   LAWS.

          2.       THE FRANCHISE AGREEMENT, AREA FRANCHISE AGREEMENT, AND
                   DEVELOPMENT AGREEMENT PERMIT YOU TO MEDIATE, ARBITRATE,
                   AND SUE ONLY IN THE JUDICIAL DISTRICT IN WHICH WE HAVE OUR
                   PRINCIPAL PLACE OF BUSINESS.       CURRENTLY, THIS IS IN
                   HENDERSON, NEVADA. OUT-OF-STATE MEDIATION, ARBITRATION,
                   AND LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE



3621860 v7 Uniform Franchise Offering Circular                                       January 29, 2004
                   SETTLEMENT FOR DISPUTES. IT MAY ALSO COST MORE TO MEDIATE,
                   ARBITRATE, AND SUE US IN NEVADA THAN IN YOUR HOME STATE.

          3.       THERE MAY BE OTHER RISKS CONCERNING THE FRANCHISE.

                    LOCAL LAW MAY SUPERSEDE THESE AGREEMENT PROVISIONS. CERTAIN STATES
                    REQUIRE THE SUPERSEDING PROVISIONS TO APPEAR IN AN ADDENDUM TO THIS
                    OFFERING CIRCULAR.

       Information comparing franchises is available. Call the state administrators listed in
Exhibit I or your public library for sources of information.

        Registration of this franchise by a state does not mean that the state recommends it or has
verified the information in this offering circular. If you learn anything in the offering circular is
untrue, contact the Federal Trade Commission and applicable State authority listed in Exhibit I.




3621860v.7 Uniform Franchise Offering Circular                                           January 29, 2004
                    POSTNET INTERNATIONAL FRANCHISE CORPORATION
                             FRANCHISE OFFERING CIRCULAR

                                                    TABLE OF CONTENTS
                                                                                                                                           Page

1         THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES ................................ 1
          The Franchisor .................................................................................................................. 1
          Predecessors and Affiliates ............................................................................................... 1
          The Franchise Offered ...................................................................................................... 1
          Competition....................................................................................................................... 2
          Industry-Specific Laws and Regulations .......................................................................... 2

2         BUSINESS EXPERIENCE .............................................................................................. 3

3         LITIGATION.................................................................................................................... 5

4         BANKRUPTCY ............................................................................................................... 7

5         INITIAL FRANCHISE FEE............................................................................................. 7
          Franchise Agreement ........................................................................................................ 7
          Area Franchise Agreement ............................................................................................... 8
          Development Agreement .................................................................................................. 9

6         OTHER FEES................................................................................................................... 9

7         INITIAL INVESTMENT ................................................................................................. 11

8         RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES ........................... 15
          Standards and Specifications ............................................................................................ 15
          Purchases from Approved Suppliers................................................................................. 15
          Approval of New Suppliers .............................................................................................. 16

9         FRANCHISEE’S OBLIGATIONS .................................................................................. 17

10        FINANCING ARRANGEMENTS................................................................................... 19

11        FRANCHISOR’S OBLIGATIONS.................................................................................. 19
          Pre-Opening Obligations .................................................................................................. 19
          Continuing Obligations..................................................................................................... 20
          Training............................................................................................................................. 21
          Site Selection .................................................................................................................... 26
          Advertising........................................................................................................................ 26
          Advisory Council .............................................................................................................. 30
          Computer System.............................................................................................................. 30
          Franchisee Manual ............................................................................................................ 32



3621860v.7 Uniform Franchise Offering Circular                       i                                                           January 29, 2004
12        TERRITORY .................................................................................................................... 33
          Franchise Agreement ........................................................................................................ 33
          Area Franchise Agreement ............................................................................................... 34
          Development Agreement .................................................................................................. 35

13        TRADEMARKS ............................................................................................................... 35

14        PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION........................... 37
          Confidential Operating Manual ........................................................................................ 37
          Confidential Information .................................................................................................. 37

15        OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF
          THE CENTER .................................................................................................................. 38
          Franchisees........................................................................................................................ 38
          Area Franchisees............................................................................................................... 38

16        RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL ................................... 38

17        RENEWAL, TERMINATION, TRANSFER AND DISPUTE
          RESOLUTION ................................................................................................................. 39

18        PUBLIC FIGURES........................................................................................................... 46

19        EARNINGS CLAIMS ...................................................................................................... 46

20        LIST OF OUTLETS ......................................................................................................... 46

21        FINANCIAL STATEMENTS .......................................................................................... 51

22        CONTRACTS................................................................................................................... 51

23        RECEIPT

          EXHIBITS

          A.         FRANCHISE AGREEMENT AND ATTACHMENTS
          B.         AREA FRANCHISE AGREEMENT AND ATTACHMENTS
          C.         DEVELOPMENT AGREEMENT AND ATTACHMENTS
          D.         LISTS OF FRANCHISEES/AREA FRANCHISEES/DEVELOPERS
          E.         FINANCIAL STATEMENTS
          F.         TABLE OF CONTENTS - MANUAL
          G.         CONFIDENTIALITY AND NON-COMPETITION COVENANTS
          H.         MUSIC SERVICE AGREEMENT
          I.         LIST OF STATE ADMINISTRATORS
          J.         AGENTS FOR SERVICE OF PROCESS
          K.         FRANNET FRANCHISE BROKERS
          L.         FRANCHOICE FRANCHISE BROKERS
          M.         COMPLIANCE CERTIFICATION
3621860v.7 Uniform Franchise Offering Circular                      ii                                                         January 29, 2004
            POSTNET INTERNATIONAL FRANCHISE CORPORATION
                     FRANCHISE OFFERING CIRCULAR

                                        ITEM 1
                   THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES

The Franchisor

        PostNet International Franchise Corporation (“we,” “us,” or “our”) is the franchisor of
the franchise program described in this offering circular. We were incorporated in Nevada on
October 27, 1992. Our principal business address is PostNet World Headquarters, 181 North
Arroyo Grande Boulevard, Building A, Suite 100, Henderson, Nevada 89074. We do not
conduct business under any other name. Since our incorporation in 1992, we have offered
franchises for retail stores which offer business and consumer services and products, and do not
engage in any other business. We do not operate any business of the type offered in this offering
circular. Our agents for service of process are listed in Exhibit J to this offering circular.

       Unless otherwise noted, we will refer to a prospective franchisee, area franchisee, or
developer as “you,” whether you are an individual, a partnership, a corporation or other entity,
including the owner or owners of those entities.

Predecessors and Affiliates

        PostNet International, Inc., our Predecessor, merged into us in October 1999, and
thereafter dissolved. We have no affiliates. Until 1993, our Predecessor provided developmental
and consultation services to clients interested in setting up postal, business, and communications
businesses, and did not offer franchises in any line of business. It was inactive from 1993 until
its dissolution in 1999.

The Franchise Offered

        We offer franchises for a retail business which provides business and consumer services
and products pursuant to a unique and distinctive marketing program (“System”). Among the
services and products the businesses typically sell are black and white/color photocopying,
digital photocopy and scanning, computer and Internet services, printing and finishing services,
overnight air express and ground shipping (domestic and international), packaging services and
supplies, private mailbox rentals, facsimile services, notary public services, and office supplies.
We identify businesses by means of certain trade names, service marks, trademarks, logos,
emblems, and indicia of origin owned by us, including the trade name “PostNet” (collectively,
“Proprietary Marks”). Businesses operating under the System and Proprietary Marks are
referred to in this offering circular as “Centers.”

        The franchise agreement (“Franchise Agreement”) (a copy of which is attached to this
offering circular as Exhibit A) gives you the right to establish and operate a Center. Most
Centers will be located in high traffic areas that provide ample parking, significant foot traffic,
and exposure to a public thoroughfare. We also offer to existing independent businesses who


3621860 v7 Uniform Franchise Offering Circular                                         January 29, 2004
provide postal, business, and/or communications goods and services to the public, the
opportunity to convert their businesses to Centers. To be eligible to convert, you must have
operated your business for at least six months at the time of conversion (“Conversion
Owners”). Conversion Owners will sign, in addition to a Franchise Agreement, an Addendum
for Conversion Owners, which is Attachment B to the Franchise Agreement. Conversion
Owners must conform their business premises to our prototype plans and specifications, use our
Proprietary Marks, and complete our training as described in Item 11 below.

        We may, on occasion, offer to certain franchisees and Conversion Owners the right to
become an Area Franchisee under an area franchise agreement (“Area Franchise Agreement”).
Area Franchisees will have the right to service and monitor certain Centers operated by
franchisees in an exclusive territory (“Territory”) defined in the Area Franchise Agreement.
Area Franchisees will also have the obligation to solicit franchisees in accordance with a
schedule set forth in the Area Franchise Agreement. Our Area Franchise Agreement is attached
to the offering circular as Exhibit B.

        Finally, we may, on occasion, offer you the right to become a Developer under a
development agreement (“Development Agreement”) which grants the right to establish and
operate a certain number of Centers in a specified area (“Development Area”). A Developer
will sign a separate Franchise Agreement for each Center in accordance with the Development
Schedule set forth in the Development Agreement. Each Center must be established and
operated by the Developer or by an entity controlling, controlled by, or under common control
with, the Developer. Our Development Agreement is attached to this offering circular as
Exhibit C.

Competition

        The market for the goods and services offered by a Center is well established and very
competitive. Most Centers will be located in high traffic areas that provide ample parking,
significant foot traffic, and exposure to a public thoroughfare. You will compete with other
businesses which offer postal, business and/or communications goods or services. In addition,
we have established and franchised 17 businesses in supermarkets in Nevada and Utah which (i)
provide some of the services and products that are provided by a Center and (ii) use the name
“PostNet Express.” These businesses are typically appreciably smaller and offer significantly
fewer products than Centers. We reserve the right to open additional PostNet Express businesses
in 2004 in supermarkets, regional malls, airports, and other host retail locations, but, as of the
date of this offering circular, we do not have any current plans to do so.

Industry-Specific Laws and Regulations

        Our Centers operate as a Commercial Mail Receiving Agency which is described in the
U.S. Postal Service Domestic Mail Manual. You will also have to comply with government and
state shipping regulations regarding interstate shipping of certain materials or items (alcohol,
tobacco, hazardous materials, etc.). You will also be required to comply with your state’s
regulations and application procedures for becoming a notary public. You may also be required
to be bonded for other services, most notably money order and money wire transfer services.



3621860v.7 Uniform Franchise Offering Circular   2                                    January 29, 2004
You also should investigate whether there are state or local regulations and/or requirements that
may apply in the geographic area in which you intend to operate your Center, and consider both
the effect and cost of compliance.

                                                        ITEM 2
                                                 BUSINESS EXPERIENCE

Director, President and CEO: Steven J. Greenbaum, CFE

       Mr. Greenbaum has been our President, Chief Executive Officer and a Director since we
were organized in October 1992. In March 1997, Mr. Greenbaum was elected to the Board of
Directors of the International Franchise Association (“IFA”) and in February 2003,
Mr. Greenbaum was awarded IFA’s 2003 Entrepreneur of the Year Award. Mr. Greenbaum also
earned his Certified Franchise Executive designation from the IFA’s educational foundation.

Director, Executive Vice President, Secretary/Treasurer and COO: Brian E. Spindel, CFE

       Mr. Spindel has been our Executive Vice President, Chief Operating Officer and a
Director since we were organized in October 1992. He became our Secretary/Treasurer in
September 1999. In March 1997, Mr. Spindel earned his Certified Franchise Executive
designation from IFA’s Educational Foundation.

Vice President of International Development: Axel Wenger

        Mr. Wenger has been our Vice President of International Development since September
2002. He was a self-employed business consultant from November 2001 to August 2002;
International Sales & Marketing Manager for Zeta Corp. in Tucson, Arizona from August 2001
to October 2001; International Sales & Marketing Manager for AlphaGraphics Inc. in Tucson,
Arizona from May 1999 to May 2001; and Global Marketing Consultant for Hoechst Marion
Roussel in Bridgewater, New Jersey from January 1998 to June 1998. During the period August
1997 through May 1999, Mr. Wenger also was a graduate student at the American Graduate
School of International Management in Glendale, Arizona, where he received an M.B.A. in May
1999.

Franchise Brokers

        We utilize the services of two groups of franchise brokers: “FranNet” and “FranChoice.”
Both brokers, through their nationwide network of independent contractors, solicit prospective
franchisees for franchise companies, and assist us in identifying prospective PostNet franchisees,
area franchisees and developers. Once a prospect is referred to us, we conduct all further sales
activities. No FranNet or FranChoice independent contractor has the authority to negotiate the
sale of, or sell, PostNet franchises, area franchises or development rights. We will pay a fee to a
franchise broker in the event that a prospect refereed by it to us signs a PostNet franchise, area
franchise, or development agreement.




3621860v.7 Uniform Franchise Offering Circular           3                             January 29, 2004
          FranNet

        Because FranNet is an association of independent brokers, rather than an incorporated
entity, there are no officers and directors to be listed. Attached to this Offering Circular as
Exhibit K is a list of the current FranNet independent contractors and their employment histories.

          FranChoice

        FranChoice, Inc. is a corporation organized in February 1999 under the laws of the State
of Minnesota. Its principal place of business is 10125 Crosstown Circle, Suite 105, Eden Prairie
Minnesota 55344. A list of their officers and directors, and their employment histories, is set
forth below. Attached as Exhibit L is a list of current FranChoice independent contractors and
their employment histories.

                    Jeffrey C. Elgin: CEO and Director

                 Mr. Elgin has been the CEO and the Director of FranChoice since its inception in
          February 1999, and also was its President and CFO from February 1999 to January 2003.
          From January 1999 through March 2000, he was President of Francom, Inc., a
          Minnesota-based franchise consulting company.

                    Stephen K. Hockett: President

                 Mr. Hockett has been the President of FranChoice since January 2003. From
          January 2002 through January 2003, he was an independent franchise consultant working
          with FranChoice.. From January 1993 to February 2002, he was a Vice President of
          Great Clips, Inc., located in Bloomington, Minnesota.

                    Kimberly Ellis: Vice President, Marketing

                Ms. Ellis has been Vice President of Marketing for FranChoice since April 2000.
          From March 1998 through March 2000, she was a Senior Account Executive with JT
          Mega in Minneapolis Minnesota.

                    Malcolm Gordon: Vice President, Franchisor Relations

                 Mr. Gordon has been Vice President of Franchisor Relations for FranChoice since
          November 2002. From October 2001 to November 2002, he was a Director with Maui
          Wowi of Littleton, Colorado. Mr. Gordon was the Manager of Franchise Development
          for Grow Biz International from September 1999 until June 2001 and was Manager for
          Great Clips Regional Companies in Minneapolis, Minnesota from March 1999 to
          September 1999.




3621860v.7 Uniform Franchise Offering Circular      4                                 January 29, 2004
                                                   ITEM 3
                                                 LITIGATION

Pending Against PostNet:

        Florida Postal Development Corp. v. Brian Miller, et al., Case No. 200-6161 (County
Court of Sarasota County, Florida). PostNet is a Counterclaim Defendant in the above-captioned
action. The action was initiated in May 2000 by Florida Postal Development Corp. (“Florida
Postal”), an affiliate of a PostNet Area Franchisee against a PostNet franchisee (Brian and Rita
Miller) whom the plaintiff alleged failed to pay certain monies due on a sublease. In June 2000
the franchisee asserted counterclaims of fraudulent misrepresentation, negligent
misrepresentation, and statutory misrepresentation (violation of the Florida Franchise Disclosure
Act) against several parties, including PostNet, all of which claims allegedly arise out of the sale
of the PostNet franchise to franchisee. The Counterclaim seeks an unspecified amount of
monetary damages (greater than $15,000), as well as interest, attorneys’ fees, and court costs.
PostNet responded to the Counterclaim by filing a Motion to Dismiss due to the franchisee’s
failure to bring any claims it has against PostNet through arbitration, as required by PostNet’s
Franchise Agreement with the franchisee and a Motion for a Protective Order allowing it to defer
responding to any discovery prior to a decision by the Court on its Motion to Dismiss. Since
these two motions were filed, (i) the franchisee has gone out of business; (ii) in November 2001,
Florida Postal obtained a default judgment against the franchisee and regained possession of the
subleased premises; and (iii) the franchisee has not taken any actions to proceed on its
Counterclaim. The action is now dormant.

Concluded Against PostNet:

        Merna Fremstad and Michael Fremstad v. PostNet International Franchise Corporation,
PostNet International, Inc., Coserco Corporation, Steven J. Greenbaum, Brian E. Spindel and
Dale Harelik, U.S. District Court for the Western District of Wisconsin (Case No. 97C0331C).
In April 1997, plaintiffs, a former franchisee which was terminated by us for various breaches of
the Franchise Agreement, commenced this action which alleged violation of the Wisconsin
Franchise Investment Law, fraud, negligence, and other alleged wrongful conduct, and sought
rescission and compensatory, punitive, special, and statutory multiple damages of an unspecified
amount. In November 1997, the Court granted our motion to dismiss the Complaint based upon
the Franchise Agreement provisions which required franchisees to mediate and arbitrate disputes
of this nature in Nevada. Plaintiffs filed a notice of appeal in February 1998, and while the
appeal was pending, we settled the action. Our decision to settle was motivated by a desire to
avoid the litigation costs associated with the pending legal appeal and anticipated subsequent
legal proceedings, as well as the anticipated drain on management resources. Under the terms of
the settlement, we paid the plaintiffs $62,500 as partial reimbursement for a portion of their
investment in their franchised business, and exchanged general releases.

Litigation Involving Franchise Brokers:

        Taylor, et al. v. Buchanan & Ingersoll, Jeffrey Shafritz, et al. (Superior Court of the State
of California, Case No. B C222649). Mr. Shafritz is an independent contractor associated with
FranChoice. He was employed in several franchise sales positions by The Athlete’s Foot Group,


3621860v.7 Uniform Franchise Offering Circular      5                                    January 29, 2004
Inc., from March 1993 until January 2001, his most recent position being Director of Franchise
Sales for Athlete’s Foot Marketing Associates, Inc. (“AFMAI”). Plaintiffs’ Complaint alleged
that the AFMAI offering circular received by the plaintiffs contained untrue statements. The
Complaint further alleged that AFMAI’s former employees, including Mr. Shafritz, violated the
California Franchise Investment Law by participating in the sale of an unregistered franchise and
delivering a disclosure document that did not comply with the law, and that these alleged acts
violated the California Unfair Trade Practices Act. The Complaint sought injunctive relief and
compensatory, exemplary and punitive damages in an undisclosed amount. In 2000, this action
was transferred to the U.S. District Court for the Northern District of Georgia, and consolidated
with Athlete's Foot Marketing Associates, Inc. v. Inner Reach Corporation, C.O.I. Corp. and
Blair H. Taylor (U.S. District Court for the Northern District of Georgia File No. 1:99CV-2928).
In that action, the complaint, as amended, alleged that AFMAI had been fraudulently induced by
the defendants, Inner Reach Corporation, C.O.I. Corporation, and one of the principals of the
corporate franchisees, Blair H. Taylor, to enter into certain franchise agreements at various dates
during the period of April 1996 to June 1998 and for breach of the franchise agreements, actions
on account for merchandise ordered and delivered but not paid for and claims against Mr. Taylor
personally on his guaranty of the obligations of the two corporations under the franchise
agreements. The allegations were based upon certain alleged misrepresentations made to
AFMAI by the defendants prior to the signing of the franchise agreements. AFMAI contended
in its complaint that if accurate representations had been made, it would not have entered into the
franchise agreements. AFMAI sought damages. On February 13, 2001, the Court entered an
Order covering all pending motions made by the parties. In summary, the rulings by the Court
had the effect of dividing the entire litigation into an arbitration proceeding in Pittsburgh,
Pennsylvania, with respect to certain claims of the parties relating solely to an Area
Development Agreement and proceedings before the Court in Atlanta, Georgia, with respect to
the remainder of the claims of the parties. On March 14, 2002, the arbitrator in the arbitration
proceeding issued an award in favor of AFMAI on all but the breach of contract claim. On that
claim, the arbitrator granted the request of C.O.I. Corporation and Blair H. Taylor for rescission
of the Area Development Agreement and awarded the amount of $1,591,513.31 plus interest at
the rate of 6% per annum beginning on May 16, 1997 to the date of the arbitration award, for a
total of $2,124,906.06. Execution on the arbitration award was stayed pending trial in the
proceedings before the Court. On August 19, 2002, the Court vacated the arbitration award. On
the same date, C.O.I. Corporation, Inner Reach Corporation, Blair H. Taylor and AFMAI
reached a global settlement of all claims. Pursuant to the settlement agreement, AFMAI agreed
to pay to C.O.I. Corporation, Inner Reach Corporation and Blair H. Taylor the sum of $985,000,
ending all litigation among the parties, including Mr. Shafritz.

       Michael Larimore v. The Franchise Group, Inc. and Terry Rost (Oregon Circuit Court,
(Case No. CO214556CV). On July 24, 2001, Michael Larimore executed a master franchise
agreement for the State of Oregon with Red Brick Pizza International, a California franchisor.
Approximately 60 days after executing the franchise agreement, Mr. Larimore determined that
his understanding of the terms of the intellectual property protections for the Red Brick Pizza
system were not in line with the terms of the franchise agreement. He demanded termination of
his master franchise agreement. When termination was refused by Red Brick Pizza, Mr.
Larimore filed an action in the Federal District Court on or about December 21, 2001 (Case No.
CV01-1859-JE, Federal Court of Oregon) against Red Brick Pizza International and Franchise



3621860v.7 Uniform Franchise Offering Circular   6                                     January 29, 2004
Network. Franchise Network is an affiliate of Howard Bassuk, a franchise broker. That case
was removed to the State of California and abated pending arbitration of claims. Mr. Larimore
then commenced an action on May 28, 2002 against The Franchise Group and Terry Rost, a
franchise broker, alleging that plaintiff was entitled to disgorgement of funds, and further
alleging negligent misrepresentation, and fraud. On July 24, 2002, The Franchise Group and
Terry Rost filed an Answer denying any wrongdoing, and on January 8, 2003 filed third party
complaints against Red Brick Pizza International and James Minidis, its president, denying any
misstatements, but stating that if any misstatements were made, they were made by the
franchisor and not by the Franchise Group or Mr. Rost, and seeking indemnity, costs, and
attorney fees. The dispute was settled on July 21, 2003, when all parties entered into a
Confidential Settlement and Release Agreement. Related to The Franchise Group and Terry
Rost, and pursuant to the terms of the Confidential Settlement and Release Agreement, The
Franchise Group and Terry Rost denied all wrongdoing, but agreed to refund a small portion
($2,500) of the brokers fee received from the sale of the Red Brick Pizza Oregon master
franchise license in return for dismissal of all claims by Larimore against The Franchise Group
and Terry Rost. The Franchise Group and Terry Rost were not defendants in the Larimore v.
Red Brick Pizza case.

       Other than the 2 actions involving PostNet and the 2 actions involving independent
contractors of FranChoice and FranNet, no litigation or arbitration proceedings are required to be
disclosed in this offering circular.

                                                        ITEM 4
                                                     BANKRUPTCY

        No person identified in Item 1 or officer identified in Item 2 has been involved as a
debtor in proceedings under the U.S. Bankruptcy Code required to be disclosed in this Item 4.

                                                         ITEM 5
                                                 INITIAL FRANCHISE FEE

Franchise Agreement

        When you sign the Franchise Agreement, you must pay us an initial franchise fee.
Generally, the initial franchise fee is $28,900. You will pay an initial installment of $15,000
when you execute the Franchise Agreement and will pay the remaining $13,900 when you sign
the lease for the Center premises or, if the premises will not be leased, when we approve the
location for the Center premises.

          You will pay a lower initial franchise fee under the following circumstances:

          (1)      If you are a Conversion Owner, you will pay a non-refundable initial franchise fee
                   ranging from $7,500 to $19,500 when the Franchise Agreement is executed. We
                   may, on a case-by-case basis, permit existing franchisees who acquire existing
                   businesses which they then convert to a PostNet franchise to also take advantage of
                   this reduced initial franchise fee. In either circumstance, the fee will be based on



3621860v.7 Uniform Franchise Offering Circular            7                                January 29, 2004
                   the size of the unit, your experience, the length of time in business, sales volume,
                   growth and future potential.

          (2)      If you exercise your right under Section 1.5 of your Franchise Agreement to sign
                   additional franchise agreements, you will receive a discount of $10,000 from the
                   initial franchise fee that we are charging under the then-current Franchise
                   Agreement. You must refund this discount to us if you transfer the Center within
                   the first year that you operate the Center.

        Your initial franchise fee of $28,900 is fully earned and non-refundable when paid,
except that we will refund $10,000 of the initial $15,000 payment if we or you terminate the
Franchise Agreement before the remaining payment of $13,900 is due, because you have not
obtained a location for the Center that we have approved (“Approved Location”) or you have
not obtained our written approval of a lease for the Center premises. Although we are not
required to do so, we also may refund $10,000 of the initial franchise fee if you are unable to
secure financing, provided that you diligently seek financing for the Center and submit to us
written letters of rejection from three credible lending institutions. We condition your obtaining
of the refund on your execution of a mutual general release.

       You also must pay us a Center Development Fee of $89,900. This Fee covers the pre-
opening construction and installation of leasehold improvements, computer system, certain
equipment, fixtures and supplies for your Center, and an inventory package (“Center
Development Package”). Please refer to Attachment B to the Franchise Agreement for a
complete description of the items and services included in the Center Development Package.
The Center Development Fee is not refundable, and is payable when you sign the lease for your
Center’s premises, or 90 days before the projected opening date of the Center, whichever date is
later. Conversion Owners must conform their Centers to our Center standards but are not
required to pay a Center Development Fee. To the extent that Conversion Owners’ Centers
require any components of the Center Development Package, they may use any contractor; if
they wish to use us, our fee will be determined on a case-by-case basis, depending on the specific
Center’s needs.

       You also must deposit $7,500 with us to cover the cost of your Center’s grand opening
promotional program, as well as certain marketing and promotional activities which we will
provide and/or secure on behalf of your Center during the first 12 months of Center operations.
Your deposit is due at the same time that you pay your Center Development Fee. We will refund
any unspent monies after the end of the year. Please refer to Item 11 for further details.

       We participate in the VetFran program. Under this program, qualified veterans of the
United States armed forces receive a 15% discount on our initial franchise fee. If you qualify,
your initial franchise fee will be $24,565, a savings of $4,335.

Area Franchise Agreement

       If you sign an Area Franchise Agreement, you must pay us a non-refundable fee when
you sign it. This fee will vary among Area Franchisees and will be based on factors such as the



3621860v.7 Uniform Franchise Offering Circular     8                                       January 29, 2004
size of the Territory (as described in Item 12), the market for customers of Centers, the number
of Centers potentially to be franchised in the Territory, income levels, availability of locations,
competition from businesses similar to Centers, and related factors. We estimate that Area
Franchise Fees are likely to range from $75,000 to $250,000.

Development Agreement

        If you sign a Development Agreement, you must pay a development fee of $15,000 for
each Center to be developed. The development fee is payable in full when the Development
Agreement is signed, and is not refundable. The initial franchise fee for franchise agreements
signed under the Development Agreement will be the then-current initial franchise fee at the time
the franchise agreement is signed, less $15,000 for each franchise agreement plus an additional
deduction, if any, that may then be available to existing PostNet Store Owners who sign
additional franchise agreements, but only if the additional deduction is set forth in the then-
current form of franchise agreement then being signed by the Developer under the Development
Schedule. The number of Centers to be developed will be set forth in the Development Schedule
which is a part of the Development Agreement.

                                                     ITEM 6
                                                   OTHER FEES


  Name of Fee                         Amount               Due Date            Remarks
  Royalty Fee                  4% of gross sales     On or before       Gross sales includes all
                                                     Wednesday for      revenue from the Center minus
                                                     the week ending    sales and other taxes collected
                                                     on the preceding   by you, and revenues from
                                                     Sunday             money orders and money-wire
                                                                        transfers.
  National                     2% of gross sales     On or before       Franchisees may choose to
  Advertising Fund                                   Wednesday for      increase this contribution.
  Contribution                                       the week ending    Please see Item 11 for details.
                                                     on the preceding
                                                     Sunday
  Interest on Late             Lesser of 18% per     Upon demand        Payable on overdue royalty
  Payments                     annum, calculated                        payments and advertising
                               daily, or highest                        contributions.
                               legal rate




3621860v.7 Uniform Franchise Offering Circular         9                                    January 29, 2004
  Name of Fee                         Amount           Due Date              Remarks
  Transfer                     Reimbursement        Upon demand      No payment required if (i)
                               for our expenses                      transfer is to a controlled
                               related to the                        corporation and the percent of
                               transfer, with a                      ownership remains same or (ii)
                               minimum                               transfer is caused by death or
                               administrative fee                    incapacity of you or certain
                               of $3,500 and a                       employees. We also may
                               maximum fee of                        offer, for a fee, to assist you in
                               25% of then-                          selling your franchise, but we
                               current initial                       are not obligated to do so and
                               franchise fee                         you are not obligated to use
                                                                     our services. We will train any
                                                                     transferee, and the transfer fee
                                                                     will reflect our training costs.
  Audit                        Amount of            Upon demand      Cost of audit is payable only if
                               underpayment,                         the understatement exceeds
                               interest, and cost                    5%.
                               of audit
  Music Service                $38                  Monthly          See Note 4
  Fee for the Center
  Additional                   $325 per day plus    Upon demand      This expense is optional.
  Training                     reimbursement of                      Please see Item 11 for details.
                               the trainer’s
                               expenses, which
                               are estimated to
                               be between $75 to
                               $150 per day
  Franchise                    15% of the then-     Upon execution   Payable if you execute a
  Renewal Fee                  current Initial      of renewal       renewal Franchise Agreement.
                               Franchise Fee        agreement
  Area Franchisee              15% of the Area      Upon execution   Payable if you execute a
  Renewal Fee                  Franchise Fee        of renewal       renewal Area Franchise
  (applies to Area             originally paid by   agreement        Agreement.
  Franchisees only)            you
  Indemnification              Will vary under      As incurred      You must indemnify us against
  (applies to                  circumstances                         claims resulting from your
  Franchisees, Area                                                  operation of the Center and our
  Franchisees and                                                    costs of defending against
  Developers)                                                        them.




3621860v.7 Uniform Franchise Offering Circular        10                                   January 29, 2004
  Name of Fee                         Amount              Due Date                            Remarks
  National                     Varies each year        Annually                  This fee covers some of the
  Franchisee                                                                     convention expenses. In 2004,
  Convention Fee                                                                 the fee is $279 per attendee.
  (applies to
  Franchisees, Area
  Franchisees and
  Developers)

NOTES

1.        The fees are imposed by and payable to us, except for the Music Services Fee described
          in Note 4. All fees paid to us are non-refundable.

2.        A Conversion Owner is obligated to pay royalties and advertising fees beginning 30 days
          from the date the Franchise Agreement is signed.

3.        All fees apply only to Franchisees unless otherwise noted.

4.        Centers are required to enter into a Music Service Agreement with Muzak LLC, in the
          form attached to this offering circular as Exhibit H. The agreement enables Centers to
          provide subscription music programming in the Center. We will assume the cost of
          installing the leased equipment needed to provide the music at your Center. You must
          pay the monthly fee. Centers established under Franchise Agreements signed after
          February 1, 2004 must sign the Music Service Agreement with Muzak LLC; all other
          Centers are not obligated, but are strongly encouraged, to do so.

                                                        ITEM 7
                                                 INITIAL INVESTMENT

                                                 FRANCHISE AGREEMENT

                                           Estimated
  Item                                      Cost              When Due                          To Whom Paid

  Initial Franchise Fee1                   $ 28,900           $15,000 upon signing the          Us
                                                              Franchise Agreement; the
                                                              remainder upon signing
                                                              lease or, if no lease will be
                                                              signed, at site approval
  Center Development Fee 2                 $89,900            When you sign your lease          Us
                                                              for the Center premises or
                                                              90 days before our
                                                              projected opening date for
                                                              your Center, whichever
                                                              date is later




3621860v.7 Uniform Franchise Offering Circular           11                                              January 29, 2004
                                           Estimated
  Item                                      Cost             When Due                   To Whom Paid

  Real Property3                           $ 1,200           Beginning when the lease   Landlord
                                              to             is signed
                                           $ 4,000
  Equipment Lease Payments4                $650              Monthly                    Equipment lessors
                           5
  Security Deposit Fees                    $ 3,000           Prior to opening           Landlord, utilities
                                             to
                                           $ 6,000
  Insurance6                               $   900           Annually                   Insurers
                                             to
                                           $ 2,000
  Classroom Training7                      $500              As incurred                Providers of
                                              to                                        transportation, food
                                           $1,000                                       and lodging
  Deposit for Center Opening               $7,500            Prior to opening           Us
  Promotional Activities and
  Local Promotional Activities
  During First Year of Center
  Operations8
  Business License9                        $      50         Prior to opening           Government agencies
                                                 to
                                           $      300
  Miscellaneous Pre-Opening                $ 2,000           As incurred                Government agencies,
  Expenses10                                                                            craftsmen, etc.
  Additional Funds8-11                     $ 30,000          As required during         Various
  (during the first 8-12 months)              to             the first 8-12 months
                                           $40,000
  TOTAL:                                   $164,600
                                              to
                                           $182,250

NOTES:

          Except as described below, all fees are non-refundable.

1.        The initial franchise fee is described in Item 5 and, as described in Item 5, is partially
          refundable only under certain circumstances. The initial franchise fee for Conversion
          Owners and, in some circumstances, for existing franchisees who acquire an existing
          business and convert it to a PostNet franchise, ranges from $7,500 to $19,500 and is also
          described in Item 5. Neither we nor any affiliate provides financing for the initial
          franchise fee.

2.        Please refer to Item 5 for details, and Attachment B to the Franchise Agreement, for a
          complete description of the items and services provided by our Center Development
          Package. All new Store Owners must pay this fee except for Conversion Owners, who


3621860v.7 Uniform Franchise Offering Circular          12                                          January 29, 2004
          may not need the complete Center Development Package and, therefore, have the option
          to obtain needed items and services from other sources.

3.        We anticipate that you will lease retail space. We estimate that the Center will require
          approximately 800 to 1200 square feet of retail space, and that the cost should range
          between $16.50 to $40 per annum per square foot, depending on a variety of factors, the
          most important being location and market conditions. This estimate does not include
          security deposits or prepaid rent which the landlord may require. In a few states (e.g.,
          Hawaii, Texas, California and, possibly, a few others), if you wish to locate your Center
          in newly constructed retail space, local construction practices may result in a “gray shell”
          for the first tenant to occupy the space, thus requiring significantly greater additional
          expenditures to cover necessary leasehold improvements such as for ceiling, walls,
          flooring, etc. No franchisee is required to lease newly constructed space in any state.

4.        You will need to lease the following equipment which is not furnished as part of our
          Center Development Package: two copiers (one for black and white and the other for
          color), and a postal scale/meter.

5.        Security deposits generally are required by utilities, the landlord, and the equipment
          lessors. Amounts will vary depending on the provisions of various leases, utilities’
          policies, and your credit rating. The estimated cost includes a one-month deposit to the
          landlord. It is not likely that Conversion Owners will incur any expense for security
          deposits.

6.        The estimated cost covers the first year’s insurance premium for required coverages for
          equipment and business liability insurance.

7.        The cost will vary depending upon the distance traveled, the mode of transportation, the
          cost of meals and accommodations. The estimate is for one person. Training is
          described in Item 11.

8.        Grand opening and first-year promotional activities are described in Item 11. We will
          refund any unspent monies from your deposit.

9.        Local, municipal, county and state regulations vary on what licenses and permits are
          required by you to operate a Center.

10.       You will incur expenses in connection with any leasehold improvements to your Center
          which are not included in our Center Development Package, such as local requirements
          for architectural plans, taxes on leasehold improvements and miscellaneous electrical and
          other expenses.

11.       During the initial phase of your operation, which we estimate to be 8 to 12 months, you
          will need capital to support on-going expenses, such as payroll (excluding your salary or
          draws), supplies, rent, royalties, advertising and utilities, to the extent that these costs are
          not covered by Gross Sales. Your working capital needs may vary widely from working



3621860v.7 Uniform Franchise Offering Circular     13                                        January 29, 2004
          capital needs of other franchisees. Your costs will depend on factors such as: how well
          you follow our methods and procedures; your management skill, experience and business
          acumen; local economic conditions; the local market for our products and services; the
          prevailing wage rate; competition; and the sales level reached during the initial period. It
          is expected that new businesses usually will generate a negative cash flow. The amount
          we show is the minimum we recommend at the opening of the Center. There is no
          assurance that you will not need additional working capital. These amounts do not
          include sums necessary for living or personal expenses, nor payments for debt service.
          This estimate is based on the reported experiences of existing franchisees.

                                         AREA FRANCHISE AGREEMENT

 Item                                            Estimated         When Due                To Whom Paid
                                                   Cost

 Area Franchise Fee1                             $75,000 to        Upon signing the Area   Us
                                                 $250,000          Franchise Agreement
 Travel and Living Expenses for Initial          $1,450 to         As Arranged             Vendors
 Area Franchisee Training2                       $2,475

 State Franchise Registration                    $0 to $12,000     As Arranged             State agencies,
 Expenses3                                                                                 attorneys and
                                                                                           accountants
 TOTAL:                                          $76,450 to
                                                 $264,725

NOTES:

          Except as described below, all fees are non-refundable.

1.        This fee varies among Area Franchisees, depending on a variety of factors, as described
          in Item 5. Neither we nor any affiliate provides financing for the Area Franchise Fee.

2.        The cost range varies greatly depending upon the distance traveled, the mode of
          transportation, the cost of meals and accommodations selected, and the duration of the
          training course. This estimate is for one person. Area Franchisee training is described in
          Item 11.

3.        If you will be offering PostNet franchises in California, Illinois and, possibly, a few other
          states with pre-sale franchise registration laws, you will need to prepare your own
          franchise offering materials and register under the state franchise registration law. You
          will incur legal and accounting fees as well as state filing fees in complying with any
          such laws.




3621860v.7 Uniform Franchise Offering Circular                14                                     January 29, 2004
                                           DEVELOPMENT AGREEMENT

                               Estimated
Item                             Cost               When Due                 To Whom Paid

Development Fee                $15,000 for each     When Development         Us; non-refundable,
                               Center to be         Agreement is signed      but see Item 5 for
                               opened                                        further details

TOTAL:                         $15,000 multiplied
                               by the number of
                               Centers to be
                               opened

                                     ITEM 8
                RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

Standards and Specifications

       To insure that the highest degree of quality and service is maintained, you must operate
the Center in strict conformity with the methods, standards, and specifications that we set forth in
the Operating Manual (“Manual”) or otherwise in writing. You must not (i) deviate from these
standards, specifications, and procedures without our prior written consent, or (ii) otherwise
operate in any manner which reflects adversely on our Proprietary Marks or the System.

        You must purchase and install at your expense, maintain in sufficient supply, and use at
all times, only fixtures, furnishings, equipment, signs, and supplies that conform to the standards
and specifications described in the Manual or otherwise in writing; you must not use
nonconforming items. In addition, you must sell or offer for sale only products and services that
we have expressly approved for sale in the Manual or otherwise in writing and discontinue
selling any products or services that we, in our discretion, determine may adversely affect the
System. You must not offer any unapproved products or services.

Purchases from Approved Suppliers

        Except for the Center Development Package that we provide, as described in Items 5 and
7 of this offering circular, the grand opening and local advertising and promotional activities we
provide or secure on your behalf during the first year of your Center’s operations, as described in
Items 5 and 11 of the offering circular, and Muzak’s subscription music programming described
in footnote 4 of Item 6 and in Exhibit H, you are not required, either by the Franchise Agreement
or by any other device or practice, to purchase or lease from us or our designees, any goods,
services, supplies, fixtures, equipment, inventory, or real estate for the establishment or operation
of the Center. You must, however, purchase all products, equipment, supplies, and materials
used or sold by the Center, solely from suppliers (including manufacturers, wholesalers, and
distributors) (i) who demonstrate, to our continuing reasonable satisfaction, the ability to meet
our reasonable standards and specifications for these items; (ii) who possess adequate quality
controls and capacity to supply your needs promptly and reliably; (iii) whose approval would


3621860v.7 Uniform Franchise Offering Circular       15                                  January 29, 2004
enable the System, in our opinion, to take advantage of marketplace efficiencies; and (iv) who
have been approved by us in the Manual or otherwise in writing and not later disapproved. The
items you are required to purchase or lease from approved suppliers include business equipment
such as postage meter, copier, facsimile machine, mailboxes, computers and manifest software;
inventory such as corrugated cartons, stationery and greeting cards; and fixed assets such as
counters, cabinets and signs.

       We estimate that approximately 90% of purchases required to open your Center and 75%
of purchases required to operate your Center will be from approved suppliers or, at your option,
from us.

       Except as described above, as of the date of this offering circular, we are not an approved
supplier of goods and services to you. According to our audited financial statements for the
2003 fiscal year, we had total revenues of $8,658,113, of which amount $3,832,029
(approximately 44%) consisted of revenues from new franchisees for our Center Development
Package for their Centers. We also received $335,132 (approximately 4% of our revenues of
$8,658,113) in gross sales to our franchisees of other equipment and supplies.

       We have negotiated purchase arrangements with suppliers under which our franchisees
obtain discounts of 5% to 55% from standard prices for items such as shipping costs, inventory,
equipment, insurance and credit card processing. We have not negotiated any agreements with
suppliers which gives us a better price than the price the supplier charges to franchisees. Some
suppliers pay directly into our national advertising fund a percentage of their gross sales to
franchisees. These percentages range from 1% to 5% of the suppliers’ sales to franchisees.

Approval of New Suppliers

        Periodically, we will update the list of approved suppliers in the Manual and provide you
with the updated list. If you desire to use a supplier that has not been approved by us, that
supplier may become an approved supplier if that supplier’s products meet our specifications and
requirements. To secure approval, you must submit a written request to us to approve the
supplier, together with evidence of conformity with our specifications as we may reasonably
require. We do not charge a fee for the evaluation of the proposed supplier. We generally
respond to a request for an additional approved supplier within 7 days. Our written approval
must be received before you use products that were not purchased from an approved supplier.
We may revoke our approval at any time if we determine, in our discretion, that the supplier no
longer meets our standards. When you receive written notice of a revocation, you must stop
selling any disapproved products, and stop purchasing from any disapproved supplier.

       We consider a variety of factors when determining whether to renew or grant additional
franchises. Among the factors we consider is compliance with the requirements described
above. We do not provide any material benefits to any franchisees (for example, additional
franchise rights or renewal rights) based on their use of designated or approved suppliers.




3621860v.7 Uniform Franchise Offering Circular   16                                   January 29, 2004
                                                   ITEM 9
                                          FRANCHISEE’S OBLIGATIONS

THIS TABLE LISTS YOUR PRINCIPAL OBLIGATIONS UNDER THE FRANCHISE,
AREA FRANCHISE, AND DEVELOPMENT AGREEMENTS. IT WILL HELP YOU FIND
MORE DETAILED INFORMATION ABOUT YOUR OBLIGATIONS IN THESE
AGREEMENTS AND IN ITEMS OF THIS OFFERING CIRCULAR.

          Note: If an Agreement section is not listed for the obligation, then the Agreement does
          not contain a specific provision related to the obligation.

                                                                                   Item in Offering
                    Obligation                        Section in Agreement             Circular
 a.         Site selection and                   Franchise Agreement §§ 1, 5;      Items 7 and 11
            acquisition/lease                    Development Agreement § 1 and
                                                 Attachment B

 b.         Pre-opening purchase/lease           Franchise Agreement §§ 3, 5       Items 5, 7, and 8
 c.         Site development and other           Franchise Agreement §§ 4, 5       Items 6, 7, and 11
            pre-opening requirements
 d.         Initial and ongoing training         Franchise Agreement § 5; Area     Item 11
                                                 Franchise Agreement § 5.1
 e.         Opening                              Franchise Agreement §§ 4, 9;      Item 11
                                                 Development Agreement § 3 and
                                                 Attachment A
 f.         Fees                                 Franchise Agreement §§ 2, 3;      Items 5, 6 and 7
                                                 Area Franchise Agreement § 4;
                                                 Development Agreement § 2,
                                                 and Attachment A
 g.         Compliance with standards            Franchise Agreement §§ 5, 7, 8;   Items 11 and 14
            and policies/Operations              Area Franchise Agreement § 5
            Manual
 h.         Trademarks and proprietary           Franchise Agreement §§ 7, 8;      Items 13 and 14
            information                          Area Franchise Agreement § 6;
                                                 Development Agreement § 1
 i.         Restrictions on                      Franchise Agreement §§ 5, 8       Item 16
            products/services offered
 j.         Warranty and customer                Area Franchise Agreement §5
            service requirements
 k.         Territorial development and          Area Franchise Agreement § 1;     Item 11
            sales quotas                         Development Agreement § 1, 3
                                                 and Attachments A and B


3621860v.7 Uniform Franchise Offering Circular       17                                      January 29, 2004
                                                                                   Item in Offering
                    Obligation                        Section in Agreement             Circular
 l.         Ongoing product/services             Franchise Agreement §§ 5, 7       Item 8
            purchases
 m.         Maintenance, appearance and          Franchise Agreement §§ 5, 12      Item 11
            remodeling requirements
 n.         Insurance                            Franchise Agreement §§ 5, 10;     Item 7
                                                 Area Franchise Agreement § 9
 o.         Advertising                          Franchise Agreement §§ 3, 4, 9;   Items 6 and 11
                                                 Area Franchise Agreement § 8

 p.         Indemnification                      Franchise Agreement § 17; Area    Item 6
                                                 Franchise Agreement § 13;
                                                 Development Agreement § 9
 q.         Owner’s participation/               Franchise Agreement § 5           Items 11 and 15
            management/staffing
 r.         Records/reports                      Franchise Agreement § 11; Area    Item 6
                                                 Franchise Agreement § 5
 s.         Inspections/audits                   Franchise Agreement §§ 5, 11      Items 6 and 11


 t.         Transfer                             Franchise Agreement § 12; Area    Items 6 and 17
                                                 Franchise Agreement § 10;
                                                 Development Agreement § 6
 u.         Renewal                              Franchise Agreement § 2; Area     Item 17
                                                 Franchise Agreement § 2;

 v.         Post-termination obligations         Franchise Agreement § 14; Area    Item 17
                                                 Franchise Agreement § 12;
                                                 Development Agreement § 8
 w.         Non-competition covenants            Franchise Agreement § 15;         Item 17
                                                 Development Agreement § 5;
                                                 Confidentiality and Non-
                                                 Competition Covenant
                                                 (Exhibit G)
 x.         Dispute resolution                   Franchise Agreement § 22; Area    Item 17
                                                 Franchise Agreement § 18;
                                                 Development Agreement § 14
 y.         Promotion of PostNet                 Franchise Agreement § 5; Area     Item 11
            Franchises                           Franchise Agreement § 5




3621860v.7 Uniform Franchise Offering Circular       18                                      January 29, 2004
                                                                                 Item in Offering
                    Obligation                        Section in Agreement           Circular
 z.         Monitoring of PostNet                Area Franchise Agreement §5
            Franchises
 aa.        Opening Centers                      Development Agreement § 1 and   N/A
                                                 Attachments A and B
 bb.        Securing new Franchisees             Area Franchise Agreement § 1    N/A
                                                 and Development Schedule
 cc.        Continued ownership and              Area Franchise Agreement § 5    Item 15
            personal participation in
            Center

                                                  ITEM 10
                                          FINANCING ARRANGEMENTS

        We do not presently offer either direct or indirect financing. We do not guarantee your
note, lease or other obligation.

                                                 ITEM 11
                                         FRANCHISOR’S OBLIGATIONS

          Except as listed below, we need not provide any assistance to you.

Pre-Opening Obligations to Franchisees

       Before you open your Center, we or our designee will provide the following assistance
and services to you:

        1.      Except for Conversion Owners, assist you, as we deem reasonable and necessary,
in selecting a site for the Approved Location and in negotiating an acceptable lease agreement
for the site. (Franchise Agreement Section 4.1)

        2.     Loan to you for the duration of the Franchise Agreement one copy of our Manual,
and any other manuals that we may develop and issue. At our option, we may provide you with
either a paper or electronic version of the Manual and other manuals. The Table of Contents of
the Manual is attached as Exhibit F to this offering circular. (Franchise Agreement Section 4.2)

        3.    Provide, at a cost of $89,900 to you, the Center Development Package described
in Attachment B to the Franchise Agreement. (Franchise Agreement Section 4.3)

       4.      Provide, at no charge to you, proposed plans (in the form of “blue-line drawings”)
and specifications for the construction of the interior design and layout of your Center.
(Franchise Agreement Section 4.4)




3621860v.7 Uniform Franchise Offering Circular       19                                    January 29, 2004
      5.     Offer a classroom training program to you covering basic Center operations and
management. (Franchise Agreement Section 4.5.)

      6.     Offer, at your Center’s premises, an initial training program to you and those
employees you select who will be involved in the daily operation of the Center. (Franchise
Agreement Section 4.6)

       7.      Furnish to you an initial set of personalized forms, stationary, marketing
materials, and PostNet logo apparel. (Franchise Agreement Section 4.7)

       8.      After receiving your request for inspection, conduct a final required inspection of
the Center before it opens for business. (Franchise Agreement Section 4.8)

       9.      Provide initial advice and assistance to you in operating the Center, as we deem
appropriate. (Franchise Agreement Section 4.9)

      10.    Provide, at your expense, a grand opening campaign for your Center. (Franchise
Agreement Section 4.10)

Pre-Opening Obligations to Area Franchisees

       Before you act as an Area Franchisee, we will provide the following assistance and
services to you:

       1.      Provide an initial training program for Area Franchisees within 3 months after
execution of the Area Franchise Agreement. (Area Franchise Agreement Section 3.1)

       2.     Provide, on loan, our guidelines for screening prospective PostNet franchisees,
various forms to be used in reporting to us, advertising materials, and other materials developed
for Area Franchisees (“Area Franchise Manual”). (Area Franchise Agreement Section 3.3)

Pre-Opening Obligations to Developers

          None.

Continuing Obligations to Franchisees

        After you have opened your Center, we or our designee will provide the following
assistance and services to you:

       1.      Provide continuing advice and assistance to you, as we deem appropriate, in
operating and promoting the Center. (Franchise Agreement Section 4.9)

         2.      Oversee, at your expense, your local marketing and promotional activities during
the first year of Center operations. (Franchise Agreement Section 4.10)




3621860v.7 Uniform Franchise Offering Circular   20                                   January 29, 2004
          3.        Offer a follow-up on-site training visit to you. (Franchise Agreement Section
4.11)

       4.     Offer, as we deem necessary, additional required and optional training programs,
seminars, and workshops, at the times and locations selected by us. (Franchise Agreement
Section 4.12)

       5.     When and as frequently as we deem advisable, inspect your business premises
and evaluate your Center’s management and operations, in order to assist you and to maintain the
System’s standards of quality, appearance, and service. (Franchise Agreement Section 4.12)

Continuing Obligations to Area Franchisees

       After you begin acting as an Area Franchisee, we or our designee will provide the
following assistance and services to you:

        1.     Refer to you inquiries we receive regarding the establishment of Centers in the
Territory. (Area Franchise Agreement Section 3.4)

       2.      Promptly process all referrals we receive from you regarding prospective
Franchisees in the Territory. (Area Franchise Agreement Section 3.4)

Continuing Obligations to Developers

          None.

Training for Franchisees

         Before you open your Center, you and/or your Center manager must attend and complete,
to our satisfaction, our classroom training program (“Classroom Training Program”) and our
initial on-site training program (“Initial Training Program”). (Franchise Agreement Section
5.7)

        Your Classroom Training Program will last for approximately 4 to 6 calendar days (at our
discretion) and will be held in Henderson, Nevada. Training will cover basic customer service
and Center operations. We will provide training instructors, a training manual, and other
materials without charge. You will be responsible for all other expenses incurred during the
Classroom Training Program, such as travel, lodging and meal costs of you and/or your Center
manager.

       Your Initial Training Program will be held at your Center at the time your Center opens.
Our trainer will be a PostNet Certified Trainer who usually will be one of our Area Franchisees,
and the training will cover Center set-up, daily operations, use and maintenance of equipment,
service fulfillment, advertising, merchandising, and marketing. Training will last for 4 to 6
calendar days, of which 1 to 3 days will be after the Center is open for business. In the typical
case, your Center will be open for 45 to 60 days before beginning your grand opening



3621860v.7 Uniform Franchise Offering Circular   21                                   January 29, 2004
promotional activities, so that you will have had some actual operational experience before a
major marketing effort begins. We will provide the Initial Training Program and any materials
associated with it at no charge to you. We modify the Initial Training Program for franchisees
who sign additional Franchise Agreements to reflect their prior experience and knowledge of our
System. The modified initial training program will last approximately 1 to 3 calendar days, at
our discretion.

       A Conversion Owner must attend and complete to our satisfaction our Initial Training
Program. We recommend that a Conversion Owner also attend and complete the Classroom
Training Program, but he or she is not required to attend. (Conversion Addendum Section 2.1)
The Initial Training Program will be shorter and less detailed than the program for new
franchisees, and will be customized for each Conversion Owner to reflect the Conversion
Owner’s prior business experience.

        Your follow-up training visit will occur 30 to 60 days after your Center’s opening
(“Follow-Up Training Visit”), and will be conducted by a PostNet Certified trainer who usually
will be one of our Area Franchisees. The trainer will work with you for 1½ to 2 days (at our
discretion) to follow-up on questions or needs identified since the conclusion of the Initial
Training Program, and also to provide advanced training on the store management system,
marketing techniques, advertising and promotion. We will provide the trainer and all materials
without charge. You will be responsible for all other expenses, including travel, lodging, and
meal costs of the trainer incurred during the Follow-Up Training Visit. There will be no Follow-
Up Training Visit for Conversion Owners.

        If, during the term of the Franchise Agreement, you want us to train additional
employees, you must pay us a training fee of $325 per day plus reasonable reimbursement for the
trainer’s cost of transportation, meals, and lodging. (Franchise Agreement Section 5.7)

       Transferees will be required to attend and complete the classroom training conducted at
our principal place of business in Henderson, Nevada. PostNet will provide the trainers and
materials, but the transferee must pay for travel, lodging, meals, and related expenses.
Transferees are also required to complete the on-site training provided to new Store Owners.
PostNet will not charge the transferees for PostNet’s expenses related to on-site training,
including travel.

        You, and other employees you designate, also must attend our annual national convention
for franchisees as well as additional training programs that we may reasonably require. You
must pay us a convention fee to help defray our costs of conducting the convention; this fee must
be paid even if you fail to attend the convention. The convention fee for 2004 is $279 for each
attendee. We will not charge a fee for any required additional training programs or the
convention, but may charge a reasonable fee for any optional training which you may choose to
take. You will be responsible for the expenses incurred in attending the national convention each
year or for additional training programs, including the costs of transportation, lodging, and
meals. The convention and all training will be at the time(s) and location(s) we select.
(Franchise Agreement Section 5.7)




3621860v.7 Uniform Franchise Offering Circular   22                                  January 29, 2004
                                                   Classroom Training

                                                                            HOURS OF
            SUBJECT                                                         TRAINING
            Introduction                                                        1
            The PostNet System                                                 1
            Human Resources                                                    1
            System Standards                                                   1
            Packing and Shipping Services                                      10
            Point of Sale Workshop                                             7.5
            Financial Workshop                                                 8
            Advertising, Marketing and Promoting Your PostNet Center           3.5
            Grand Opening                                                      0.5
            Copy Services                                                      1
            Printing Services                                                  1
            Center Buildout Processes                                          1
            Business and Additional Services                                   1
            New Technologies                                                   2
            Franchisee Web                                                     1.5
            Total Hours of Instruction                                         41

                                                 Initial Training Program

                                                                            HOURS OF
            SUBJECT                                                         TRAINING
            Center Setup                                                        1
            POS Setup                                                          1
            POS Transactions                                                   3.5
            POS Inventory                                                      1
            POS Shipping                                                       15
            POS Packaging                                                      3
            POS Mailboxes                                                      2
            POS Customer/Accounts Receivable Database                          1
            Products and Services                                              6
            Marketing                                                          4.5
            QuickBooks/Accounting                                              1
            Business Concepts                                                  3
            System Standards                                                   1




3621860v.7 Uniform Franchise Offering Circular            23                           January 29, 2004
                                                                              HOURS OF
            SUBJECT                                                           TRAINING
            Training Wrap-Up                                                     0.5
            Total Hours of Instruction                                            43.5

                                                 Follow-up Training Program

                                                                              HOURS OF
            SUBJECT                                                           TRAINING
            Center Setup                                                         0.5
            POS                                                                    4
            Products and Services                                                 0.5
            Accounting                                                            1.5
            Marketing                                                              2
            Business Concepts                                                      1
            Training Wrap-Up                                                      8.5
            Total Hours of Instruction                                            18


        Certain vendors also may provide instruction and hands-on training at your Center, prior
to the Initial Training Program. The time spent during any such vendor training is not reflected
in the chart above.

Training for Area Franchisees

        Prior to acting as an Area Franchisee, you (or, if you are a corporation or partnership,
your principal) and, at your discretion, up to two of your employees, must complete our training
program for Area Franchisees, which will take place in Henderson, Nevada. We will provide
training, instructors, the Area Franchise Manual, and other materials without charge. You will
be responsible for all other expenses, including travel, lodging, and meal costs of you or your
principal and your employee(s). This training will take place at times that we designate, and will
cover network expansion and store development. The training will last approximately 1 week,
and is held quarterly.

        You must also successfully attend and complete our annual certification training program
each year at the time and place that we designate. We will provide training, instructors, and
materials for this program without charge. You will be responsible for all expenses you incur in
attending this training, including travel, lodging, and meal costs. You and your employees, as
we may designate, must also attend and complete, at your expense and to our satisfaction, any
other additional training programs that we may require from time to time.

          The subjects covered in Area Franchisee training are described below.




3621860v.7 Uniform Franchise Offering Circular             24                            January 29, 2004
                                       Area Franchisee Training Program Summary

                                                                                  NUMBER OF
                                                                                   HOURS OF
                                                                                  CLASSROOM
            SUBJECT                                                                TRAINING

            Store Development
            Site Selection                                                            2
            Lease Negotiation                                                        1.5
            Store Layout & Design                                                    1.5
            Store Construction                                                        1
            Development Coordination                                                  2
            Vendor Set-up                                                             2
            Training                                                                  4
            Grand Opening Promotions                                                  1
            Store Visits                                                              2
            Local Vendor Relations                                                    1
            Coop Advertising                                                         1.5
            Local/Regional Advertising Plan                                           3
            Public Relations                                                          1
            Local Store Support                                                       2
            The Discovery Day Visit                                                   1
            Network Expansion

            Generating Inquiries                                                      2
            Responding to Inquiries                                                  1.5
            Qualifying Franchisee Candidates                                         1.5
            Presenting the PostNet System                                             2
            The Franchisee Selection Process                                          3
            Total Hours Training                                                     36.5


Training for Developers

          We do not provide a training program for Developers.

                                          *     *     *
       Instructional materials for all training programs consist of various PostNet Manuals,
vendors’ manuals, guides and instructions (i.e., overnight delivery services, computer hardware
and software, etc.), domestic mail manuals, spreadsheets, checklists, and various forms.




3621860v.7 Uniform Franchise Offering Circular          25                                  January 29, 2004
       All Franchisee and Area Franchisee training will be under the general supervision of
Mr. Brian Spindel, our Executive Vice President and a Director. Mr. Spindel’s biography
appears in Item 2 of this offering circular. Mr. Spindel has participated in the development of
over 800 postal, business, and communications centers, and has personally trained over 100
owners of these businesses.

Site Selection

        The Center must be located at the Approved Location. If we have not approved a
location for the Center at the time you sign the Franchise Agreement, you must get our approval
before you later lease or otherwise acquire a location. (Franchise Agreement Sections 1.2 and
5.9)

        We will assist you, as we deem reasonable and necessary, in selecting a site for the
Approved Location. (Franchise Agreement Section 4.1) Typically, our assistance provides a
demographic review and evaluation of the proposed premises for the Center, including
population density, foot traffic, vehicle traffic, average household income, and a review of the
physical attributes of the proposed location, including access, visibility, parking convenience,
location of competition, and other factors that may be relevant to your market. If, within one
year after you have executed the Franchise Agreement, you have not located an Approved
Location or received our approval for a lease, you and we have the right to terminate the
Franchise Agreement. If the Franchise Agreement is terminated for this reason, we will refund
$10,000 of the initial $15,000 payment. (Franchise Agreement Section 13.4)

       You acknowledge and agree that our approval of a site for your Center is not and will not
be construed as a guarantee or assurance that the Center will be profitable or successful.

       Once the site has been selected, we will assist you in negotiating a lease agreement with
the landlord, by developing an offer to lease proposal covering all the basic business terms and
conditions of the lease. (Franchise Agreement Section 4.1) We recommend that you also retain
your own attorney to assist in finalizing the lease agreement.

       The typical time between the execution of a Franchise Agreement and the opening of a
Center is 90 to 180 days. Factors such as the ability to obtain a lease, construction of required
improvements to the site, and obtaining financing affect the time it takes to open a Center. If the
Center will be newly constructed rather than renovated, it is likely that more than 180 days will
be required.

      We do not provide site selection assistance to Area Franchisees, Developers, or
Conversion Owners.

Advertising by Franchisees

        Your advertising contribution to the PostNet National Advertising Fund (“Fund”) is 2%
of the Center’s Gross Sales each week and, as of the date of this offering circular, must be made
through an electronic funds transfer. Franchise Agreement Section 9.1)



3621860v.7 Uniform Franchise Offering Circular   26                                    January 29, 2004
        Each Center that we or an affiliate own also will contribute 2% of its weekly Gross Sales
to the Fund. (Franchise Agreement Section 9.2)

The Fund

       We previously established the Fund, and have the right, in our discretion, to maintain and
administer the Fund.

        The Fund, all contributions to the Fund, and any earnings on amounts in the Fund, must
be used exclusively to meet all costs of maintaining, administering, directing, conducting, and
preparing advertising, marketing, public relations, and/or promotional programs and materials,
and any other activities which we believe will benefit the System, including, the costs of
preparing and conducting advertising campaigns in various media; preparing direct mail
advertising; market research; employing advertising and/or public relations agencies to assist in
our advertising efforts; purchasing promotional items; conducting and administering Center
promotions; providing promotional and other marketing materials and services to the businesses
operating under the System, and point-of-purchase materials. The Fund is not a trust fund, and
we do not have any fiduciary duty to you with respect to the Fund’s administration, activities, or
expenditures. (Franchise Agreement Section 9.3.1)

        We typically disseminate advertising in print or broadcast media. We direct all
advertising and promotional programs. All creative concepts, materials, and media used in these
programs and their placement and allocation are the sole creation of our in-house advertising
department. We are not obligated to make expenditures from the Fund that are equivalent or
proportionate to your contribution, or to ensure that you or any other particular franchisee
benefits directly or pro rata from the advertising or promotion that we conduct under the Fund.
(Franchise Agreement Section 9.3.2) We will provide you with an accounting of receipts and
disbursements. Of the monies expended in FY 03, 10% was expended on media placement, 17%
on printing/production, 66% on our national free standing media inserts program, locator
systems, and related mailings, and 7% on miscellaneous expenses.

        We maintain all sums paid to the Fund in an account separate from our other monies, and
will not use the advertising contribution to defray any of our expenses, except for reasonable
costs and overhead, if any, we may incur in activities reasonably related to the administration of
the Fund, including, costs of personnel for creating and implementing advertising, promotional,
and marketing programs. If we do not use all of the fees in the Fund in the year in which they
accrue, they will be the first monies expended in the next year. The Fund and earnings on the
Fund will not otherwise benefit us. (Franchise Agreement Section 9.3.3) We do not use any
money from the Fund for advertising that is principally a solicitation for the sale of franchises.
Neither we nor an affiliate receives any payment for providing goods or services to the Fund.
We maintain separate bookkeeping accounts for the Fund.

       Annually, we will prepare a statement of the operations of the Fund as shown on the
books of the Fund and furnish the statement to you. (Franchise Agreement Section 9.3.4)




3621860v.7 Uniform Franchise Offering Circular   27                                   January 29, 2004
       PostNet franchisees will have the right to periodically adjust the amount of the required
contribution to the Fund, subject to the following conditions: (i) any adjustment must be
approved by at least a majority of all franchisees as well as 2/3 of the franchisees who vote; (ii)
each franchisee will have one vote for each of its open and operating Centers; (iii) the required
Fund contribution will never be less than 2%; (iv) each adjustment will be for a period of not less
than one year; and (v) we will develop the mechanisms and procedures for recommending,
considering, and voting on any proposed adjustment. (Franchise Agreement Section 9.7)

Local Advertising

        Prior to opening your Center and at the same time you pay your Center Development Fee,
you also must deposit $7,500 with us. We will use this money to conduct a grand opening
promotional program, and to oversee, during the first year of your Center’s operations, your local
marketing and promotional activities. This will include the development and implementation,
ourselves and/or by third parties, of appropriate local advertising and promotional activities for
your Center. We expect that these activities will include programs such as newspaper inserts,
marriage direct mail, and other similar promotional activities offered by third party vendors, but
we reserve the right to provide services ourselves or through an affiliate, or use other types of
programs, which in our judgment are appropriate for your Center. Within 30 days after the
conclusion of the 12-month period, we will refund to you any monies remaining from your
original deposit. At your request, we will provide you with reasonable documentation to
substantiate all expenditures. (Franchise Agreement Sections 4.9 and 9.8)

       As long as you operate the Center, you must actively and continuously engage in local
promotional activities (in addition to those activities described elsewhere in this Item 11) that are
designed to increase business for the Center. We will specify in the Manual or otherwise in
writing the types of promotional activities needed, as well as the minimum monthly time
commitment that must be made to local promotional activities. (Franchise Agreement Section
5.12)

       All local advertising and promotion by you must be conducted in a dignified manner, and
conform to the standards set forth in the Manual or otherwise in writing. (Franchise Agreement
Section 9.4) You may not use any advertising or promotional plans or materials, including any
website on the Internet which you may wish to establish, until we have approved it, following the
procedure described in the following paragraph. (Franchise Agreement Section 9.4)

        You must submit samples of all advertising and promotional plans and materials to us,
before their use. You may begin to use the plans or materials 7 days after we receive them,
unless, before then, we prohibited their use in a written notice furnished to you. We also can
prohibit their continued use, effective when you receive our written notice that you must stop
using the plans and materials.

        The current Franchise Agreement does not contain any provisions with respect to
advertising cooperatives. Therefore, the Franchise Agreement does not grant us the power to
require that advertising cooperatives be formed, changed, dissolved, or merged. If, however,
franchisees located in the same market area voluntarily form their own marketing cooperative,



3621860v.7 Uniform Franchise Offering Circular   28                                      January 29, 2004
we will work together with the cooperative and may, in our discretion, support the cooperative
with monies from the Fund and/or permit members of the cooperative to direct a portion of their
Fund contributions to the cooperative in lieu of the Fund.

        In addition to your other required advertising contributions and expenditures, you must,
at your expense and in accordance with standards established in the Manual, obtain
advertisements in the white and yellow pages of the principal telephone directory serving the
Protected Territory, as that term is described in Item 12. This expenditure must be not less than
the cost of a “Trademark Ad” based on rates published by the Yellow Pages Publisher’s
Association (or comparable successor organization). If more than one Center is located within
the geographic area served by the principal telephone directory, you must join with other Centers
(whether franchised or owned by us or an affiliate) in shared directory advertisements of all
Centers, and pay your pro rata share of the cost of the advertising. If there are 2 Centers, then
the 2 franchisees must mutually agree on the size and other features of the advertisement(s); if
there are more than 2 Centers, the size and other features of the advertisement(s) will be decided
by a plurality of the franchisees of these Centers. In the event that the franchisees are unable to
agree, then we will make the final determination on the size and other features of the
advertisement(s). The “principal telephone directory” shall mean the Bell (utility) directory
with the highest distribution serving all or part of the Protected Territory. (Franchise Agreement
Section 9.6)

        You must not establish any computer website including Internet and World Wide Web
home pages, without our prior written approval. Any website must comply with standards
specified in the manual or otherwise in writing. We may require you to establish your website as
part of any website established by us, and/or require you to utilize our website.

Advertising by Area Franchisees

        Area Franchisees do not contribute to any Fund, but must advertise PostNet franchises
through sales presentations and other means (such as local seminars and franchise expositions,
and local newspapers) and spend at least the minimum amounts (to range between $500 and
$3,000 per month) which we specify. (Area Franchise Agreement Section 5.2.1). You also must
use the Proprietary Marks only in ways that conform to the standards set out in the Manual or the
Area Franchise Manual. (Area Franchise Agreement Section 8). Please refer to the Section
“Advertising by Franchisees” in this Item with respect to any Franchise Agreement signed by an
Area Franchisee.

Advertising by Developers

        Developers make no marketing contributions and have no marketing obligations. Please
refer to the Section “Advertising by Franchisees” in this Item with respect to any Franchise
Agreement signed by a Developer.




3621860v.7 Uniform Franchise Offering Circular   29                                    January 29, 2004
Advisory Council

       We have established a PostNet National Franchisees Advisory Council (“PNFAC”)
which serves in an advisory capacity only with respect to a variety of issues, one of which is to
advise on advertising and promotional activities. The PNFAC is governed by by-laws. The
purpose of the PNFAC is to promote communications between us and all franchise owners. The
PNFAC has 9 members. In each of the 4 regions, we and the region’s Store Owners each select
one member. We also appoint one Area Franchisee to the Council.

          We do not have a separate advisory council for either Area Franchisees or Developers.

Computer System

        You must, at your expense, purchase or lease, and thereafter maintain, computer
hardware (including laptops), software, and firmware, required dedicated telephone and power
lines, modem(s), printer(s), and other computer-related accessories or peripheral equipment as
we specify in the Manual or otherwise in writing. Your computer systems must have the
capacity to electronically exchange information, messages, and other data with other computers,
by such means (including but not limited to the Internet), and using such protocols (e.g.,
TCP/IP), as we may reasonably prescribe in the Manual or otherwise in writing. We have the
unlimited right to retrieve data and information from your computer system and use it for any
purpose both during and after the term of this Agreement. You must keep your computer system
in good maintenance and repair and, at your expense, promptly install such additions, changes,
modifications, substitutions, and/or replacements to the computer hardware, software, firmware,
telephone and power lines, and other computer-related facilities, as we direct. You must not
update, modify, enhance, or upgrade any computer hardware or software without our prior
written consent. You also may not establish any computer web site including Internet and World
Wide Web home pages, without PostNet’s prior written approval. Any web site must comply
with standards specified in the Manual or otherwise in writing. We may require you to establish
your web site as part of any web site established by us.

        As part of our Center Development Package, we will provide you, at our expense, with
the following computer systems:

          POS Front Counter System:

          Hardware
          CPU - 2.6 Gig AMD Tower, 40 GIG HD, 512M RAM, 52x32x52x Read/Write CD, 56K
                 Modem, 8 ports (3 parallel, 4 USB, 1 serial), Network Enabled, Mouse, Windows
                 XP Pro
          15” Flat Screen Monitor
          Cherry Keyboard
          Surge Protector
          HP Color Report Printer
          Thermal Receipt Printer
          Electronic Steel Cash Drawer



3621860v.7 Uniform Franchise Offering Circular   30                                    January 29, 2004
          150# Electronic Scale
          Barcode Scanner
          1 Scale Cable, and 3 printer cables (1 USB, 2 parallel)
          5 Rolls Thermal Receipt Paper

          Software
          Windows XP Pro
          ReSource WinPos
          UPS WorldShip
          Postal Explorer
          Anti-Virus (including 1 year of updates)

          Backroom System:

          Hardware
          CPU - 2.6 Gig AMD Tower, 40 GIG HD, 512M RAM, 52X CD, 56K Modem, 8 ports (3
                 parallel, 4 USB, 1 serial), Network Enabled, Mouse, Windows XP Pro
          104 Key Keyboard
          17” Standard Monitor
          Power Strip

          Software
          Windows XP Pro
          ReSource WinPos as Client
          UPS WorldShip as Client
          NeoCom QuickBooks Interface
          Intuit QuickBooks 2004
          Anti-Virus

       This system is for use by you in connection with operational and management tasks of
the Center business. When configured properly, it allows us to receive information concerning
your Center’s sales, inventory, and financial performance, and provides you with detailed
information necessary to manage retail transactions, and to provide for management of sales
data.

          Rental Computer Station:

          Hardware
          CPU - 2.6 Gig AMD Tower, 40 GIG HD, 512M RAM, 52x32x52x Read/Write CD, 56K
                Modem, 6 ports (1 parallel, 4 USB, 1 serial), Network Enabled, Speakers, Mouse,
                Windows XP Pro
          17” LCD Flat Screen Monitor
          104 Key Keyboard
          Power Strip




3621860v.7 Uniform Franchise Offering Circular   31                                 January 29, 2004
          Software
          Windows XP Pro
          Microsoft Office XP Professional
          Adobe Photo Shop Elements 2.0
          Anti-Virus

          Network
          Network hub 7-8 port with DSL router included
          Three 15 ft network patch cables to go from each computer to wall jack
          Two 25 ft network patch cables to go from each copier to wall jack
          Multi-machine License ReSource
          Complete setup and testing

          The Rental Computer Station is for use by customers of the Center.

        You will be responsible for the maintenance of the computer hardware and software. In
addition, you must obtain a service contract from ReSource, Inc. to cover upgrades and updates,
enhancements, and telephone support and assistance using ReSource’s 800 telephone number for
the WinPos software. The current annual cost of this service contract ranges from $450 to $600.
The cost to upgrade the hardware and maintain or upgrade the software depends on the PostNet
System’s future needs, as well as technological developments, none of which we can predict at
this time. You also should be prepared to upgrade your computer hardware every two to three
years due to improvements in the software, advances in technology, and memory requirements.
There is no limitation on the frequency or cost of this obligation.

      Please refer to the subsection entitled “Local Advertising” in this Item 11 with respect to
a computer website for your Center.

      The Area Franchise Agreement does not require an Area Franchisee to own or use a
computer system.

       The Development Agreement does not require a Developer to own or use a computer
system.

Manual Knowledge Base

       Our Manual is currently composed of 4 volumes. At our option, we may provide it (and
any revisions to it) to you in either an electronic or paper version. We will provide you, on loan,
one copy of our Manual which contains mandatory specifications, standards, and operating
procedures. (Franchise Agreement Section 4.2) This Manual is confidential and remains our
property. We may modify the Manual, but the modifications will not alter your status and rights
under the Franchise Agreement. Exhibit F contains the table of contents from each of the 4
volumes of the Manual.




3621860v.7 Uniform Franchise Offering Circular   32                                    January 29, 2004
Area Franchise Manual

        Our Area Franchise Manual is currently composed of 1 volume. At our option, we may
provide it (and any revisions to it) to you in either an electronic or paper version. We will
provide you, on loan, one copy of our Area Franchise Manual, which contains mandatory
specifications, standards, and operating procedures. (Area Franchise Agreement Section 3.3.5)
The Area Franchise Manual is confidential and remains our property. We may modify the Area
Franchise Manual, but the modifications will not alter your status and rights under the Area
Franchise Agreement. Exhibit F contains the table of contents from the Area Franchise Manual.

Developer Manual

          We do not have a Manual for Developers.

                                                 *    *   *

       We may, in the future, substitute an electronic version of our Franchisee and Area
Franchise Manuals for any paper versions.

                                                   ITEM 12
                                                 TERRITORY

Franchise Agreement

       The Franchise Agreement designates the Approved Location for the Center. If no
Approved Location has been selected when you sign the Franchise Agreement, we will describe
the Approved Location in a site approval letter sent to you after you locate the Approved
Location. You may not relocate the Center without our prior written consent.

       During the term of the Franchise Agreement, neither we nor any affiliate will establish or
operate, or franchise any entity to establish or operate, a business using the Proprietary Marks
and System at any location within the area described in the Franchise Agreement (“Protected
Territory”). The size of the Protected Territory will likely differ among franchisees, and will be
determined by the demographics of the area in which the Center is situated. As a general rule,
the area will be approximately one-half mile from your Approved Location for an urban area,
approximately one mile from your Approved Location for a suburban area, and approximately
one and one-half miles from your Approved Location for a rural area. There are no restrictions
on you regarding soliciting or accepting orders from outside of your Protected Territory.

       You do not receive the right to acquire additional Centers within the Protected Territory.
You are, however, given the right to sign additional Franchise Agreements and your additional
franchise may be in your Protected Territory. Other than as set forth above, the franchise is
non-exclusive, and we retain the right, for ourselves and our affiliates, on any terms we deem
advisable, and without granting you any rights:




3621860v.7 Uniform Franchise Offering Circular       33                               January 29, 2004
          1.        to own, acquire, establish and/or operate, and license others to establish and
                    operate, Centers outside the Protected Territory, regardless of their proximity to
                    the Approved Location or their impact on your existing or potential customers;

          2.        to own, acquire, establish and/or operate, and license others to establish and
                    operate, businesses using other proprietary marks or other systems, including (i)
                    businesses which provide products and/or services similar to those provided by a
                    Center; and/or (ii) a PostNet Express business, at any location within or outside
                    the Protected Territory, regardless, in either circumstance, of its proximity to the
                    Approved Location or their impact on your existing or potential customers; and

          3.        to sell or distribute through any distribution channel such as computerized and
                    other remote-entry ordering systems (i.e., the Internet) capable of accepting orders
                    placed within or outside the Protected Territory, direct mail, mail order catalogues
                    and telemarketing, at retail or wholesale, directly or indirectly, or license others to
                    sell or distribute, any products which bear any proprietary marks, including the
                    Proprietary Marks, whether within or outside the Protected Territory, regardless
                    of their proximity to the Approved Location or their impact on your existing or
                    potential customers.

        Continuation of the Protected Territory is not dependent upon your achievement of a
certain sales volume, market penetration, or other contingency.

Area Franchise Agreement

         If you become an Area Franchisee, you will be assigned a Territory for which only you
will be authorized to solicit, evaluate, and screen individuals seeking to open a franchised
Center. In the event you receive any inquiries regarding the establishment of a Center outside of
the Territory, you must refer the inquiry to us. In the event we receive any inquiry regarding the
establishment of a Center within the Territory, we must refer the inquiry to you. Neither we nor
anyone licensed by us will promote the sale of franchised Centers or train, assist, support, or
monitor the performance of franchised Centers within your Territory. However, your territorial
protections and your rights and obligations as an Area Franchisee have the following exceptions
and limitations: (i) franchised Centers located outside of the Territory; (ii) franchised Centers in
business prior to the date that you become an Area Franchisee; (iii) franchisees of any other
franchise system with which we or any affiliate may now or subsequently have any interest or
affiliation; (iv) businesses which convert to a franchised Center except those who do so through
your efforts; and (v) franchised Centers with whom you or any of your officers, directors,
members, partners, or shareholders have any legal or equitable interest. You will not have any
territorial protection or rights or obligations with respect to any of the five above-described types
of businesses.

        The sizes of Territories may vary, and we have no minimum area. Factors we use to
determine a Territory size include county limits, population, demographics, your ability to
service and monitor PostNet franchisees in the Territory in accordance with the Area Franchise
Agreement, and similar factors.



3621860v.7 Uniform Franchise Offering Circular       34                                       January 29, 2004
        Your right to remain an Area Franchisee under the Area Franchise Agreement is
contingent on your compliance with the Development Schedule. Failure to do so may result in
termination of the Area Franchise Agreement. We also have the right, but not the obligation, in
lieu of terminating the Area Franchise Agreement, to assume ourselves or delegate to a third-
party, all future Servicing Responsibilities, in which event, you will not receive a percentage of
any franchisees’ royalty payments whose Servicing Responsibilities have been transferred.

Development Agreement

        The Development Agreement will describe your Development Area. We determine
Development Area boundaries by your development capabilities, population, political
boundaries, and the number of Centers desired. Each Franchise Agreement for a Center
developed under the Development Agreement will have its own Protected Territory, as described
in this Item 12 under the caption “Franchise Agreement.” The Protected Territory for each
Center will be a smaller part of the Development Area.

       During the term of the Development Agreement, we will not establish or operate, or
franchise other persons to establish or operate, a Center which is located within your
Development Area. Except as specifically provided in the preceding sentence, your rights under
the Development Agreement are not exclusive, and we retain the same rights within the
Development Area that are described above in subparagraphs (1) through (3) under the
subheading “Franchise Agreement.”

                                                  *    *   *

        As indicated in Item 1, we reserve the right to expand the PostNet Express concept
beyond the 17 locations presently in operation in Nevada and Utah, although we have no current
plans to do so as of the date of this offering circular. If a PostNet Express is established within
the Protected Territory of any franchisee or the Development Area of any Developer, it likely
will compete with your Center. Except as described in this paragraph, we have not established or
presently intend to establish other franchises or company-owned outlets selling similar products
or services under a different trade name or trademark. However, we have retained the right to do
so and currently monitor and explore opportunities that arise from time to time on this subject.

                                                   ITEM 13
                                                 TRADEMARKS

        The Franchise Agreement grants you the non-exclusive right and license to use the
System, which System includes the use of the Proprietary Marks and any other proprietary marks
that we may use during the term of the Franchise Agreement in operating the System. Your use
of the Proprietary Marks is limited solely to the operation of the Center at the Approved Location
and only in accordance with the System.

        We own the following service mark registration on the principal register of the United
States Patent and Trademark Office:



3621860v.7 Uniform Franchise Offering Circular        35                               January 29, 2004
            Mark                                 Registration Number     Registration Date
            PostNet                                       1,801,313      October 26, 1993

          All required affidavits have been filed.

        There are no currently effective material determinations of the Patent and Trademark
Office, Trademark Trial and Appeal Board, the trademark administrator of this state, or any
court; no pending infringement, opposition, or cancellation proceedings; nor any pending
material litigation involving the Proprietary Marks. There are no agreements currently in effect
that significantly limit our rights to use, or license the use of, any of the Proprietary Marks in a
manner material to the franchised business.

        There are no infringing uses either actually known to us or of which we are aware that
could materially affect your use of the Proprietary Marks in this state or in the state in which the
Center is located We are not obligated by the Franchise Agreement or otherwise to protect any
rights granted to you to use any Proprietary Marks. You must promptly notify us of any
suspected unauthorized use of or challenge to the validity of the Proprietary Marks. We have the
sole right to direct and control any administrative proceeding or litigation involving the
Proprietary Marks, including any settlement of the action. We have the right, but not the
obligation, to take action against uses by others that may constitute infringement of the
Proprietary Marks.

         We will defend you against any third-party claim, suit, or demand arising out of your use
of the Proprietary Marks. If we, in our discretion, determine that you have used the Proprietary
Marks in accordance with the Franchise Agreement, we will bear the cost of defending you,
including the cost of any judgment or settlement. If we, in our discretion, determine that you
have not used the Proprietary Marks in accordance with the Franchise Agreement, you must bear
the cost of the defense, including the cost of any judgment or settlement. If there is litigation
concerning your use of the Proprietary Marks, you must execute all documents and do any acts
that we believe are necessary to carry out the defense or prosecution, including becoming a
nominal party to any legal action. Except to the extent that the litigation resulted from your use
of the Proprietary Marks in a manner inconsistent with the terms of the Franchise Agreement, we
agree to reimburse you for your out-of-pocket litigation costs in cooperating with us on the
litigation.

        We reserve the right to substitute different proprietary marks for use in identifying the
System and the businesses operating under the System if the Proprietary Marks no longer can be
used, or if we, in our discretion, determine that substitution of different proprietary marks will be
beneficial to the System. The Franchise Agreement will govern the use of the substituted
proprietary marks. We will not compensate you for the substitution, but if we are required to
substitute a Proprietary Mark because of a court finding that it infringes on another trademark,
we will bear only the costs of modifying your signs and advertising materials to conform to our
new proprietary marks.




3621860v.7 Uniform Franchise Offering Circular       36                                  January 29, 2004
          The Development Agreement does not give Developers any right to use our Proprietary
Marks.

                                     ITEM 14
                PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION

       We do not own any right in or to any patents or copyrights that are material to the
franchise. We do, however, claim common law copyright protection for our literature, marketing
materials, and our Manuals.

Confidential Operating Manual

        You must operate the Center (or the Area Franchise, if you become an Area Franchisee)
in accordance with the standards, methods, policies, and procedures specified in the Manual (or
the Area Franchise Manual), as we may revise it. You must treat the Manual (or the Area
Franchise Manual), and the information contained in it, as confidential, and use all reasonable
efforts to maintain the information as secret and confidential. You must not at any time copy,
duplicate, record, or otherwise reproduce any materials in the Manual (or the Area Franchise
Manual), or otherwise make the material available to any unauthorized person. The Manual (or
the Area Franchise Manual) will at all times remain our sole property, and you must ensure that
access to the Manual (or Area Franchise Manual) is restricted to authorized persons.

Confidential Information

       You must not, during or after the term of the Franchise Agreement (or the Area Franchise
Agreement), communicate, divulge, or use for the benefit of any other person, persons,
partnership, association, or corporation, any confidential information, knowledge, or know-how
concerning the methods of operation of the Center (or the Area Franchise) which we may
communicate to you or which you may be apprised by virtue of your operation under the
Franchise Agreement (or the Area Franchise Agreement). You may divulge confidential
information only to those employees who must have access to it in order to perform their
employment responsibilities. All matters, information, knowledge, know-how, and techniques
which we designate as confidential will be deemed confidential for purposes of the Franchise
Agreement (or the Area Franchise Agreement) unless and until you demonstrate that the
information has become public knowledge.

       Certain individuals associated with you, such as shareholders, officers and directors, and
all employees who may have access to our confidential information must, at our request, execute
covenants that they will maintain the confidentiality of information they receive during their
association with you. The current form of covenant is attached to this offering circular at Exhibit
G. We may require that certain individuals execute these covenants at the time you sign the
Franchise Agreement, Area Franchise Agreement and/or Development Agreement.




3621860v.7 Uniform Franchise Offering Circular   37                                    January 29, 2004
                                            ITEM 15
                                  OBLIGATION TO PARTICIPATE IN
                              THE ACTUAL OPERATION OF THE CENTER

Franchisees

        Unless we otherwise approve in writing, you or your designated Center manager, must
devote full-time and best efforts to the management and operation of the Center. You or your
Center manager and other employees you may designate are required to attend and satisfactorily
complete our Classroom Training Program and our Initial Training Program before opening the
Center for business. You or your Center manager and other employees you may designate, also
must attend and satisfactorily complete refresher training courses at our reasonable request. You
are not obligated to grant an equity interest to any employee. You must inform us of the identity
of the Center manager, but we do not have the right to disapprove the manager. Your store
manager must possess the ability to operate your Center professionally and in compliance with
the System and Manuals. We require you to obtain signed covenants of confidentiality and non-
competition from certain persons associated with you. For a description of the covenants and the
persons from whom the covenants are required, see Items 14 and 17.

Area Franchisees

       You, or a manager that we approve in writing, must devote enough time to operating as
an Area Franchisee in order to fulfill your development obligations under the Area Franchise
Agreement. We require you to obtain signed covenants of confidentiality and non-competition
from certain persons associated with you. For a description of the covenants and the persons
from whom the covenants are required, see Items 14 and 17.

        In addition to performing your responsibilities as an Area Franchisee, you also must
simultaneously own and operate a Center. To satisfy this requirement, you must (i) possess at
least a 51% legal and equitable ownership interest in a PostNet franchise; and (ii) be personally
present at your franchised Center’s premises a minimum of 60 hours per month.

                                       ITEM 16
                    RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL

        You must offer and sell only products and services that we have expressly approved for
sale in the Manual or otherwise in writing. You must discontinue selling and offering for sale
any products or services which we may, in our discretion, disapprove in writing at any time.
You must not offer any unapproved products or services.

       See Item 8 for a description of certain restrictions and controls over the purchase of items
which you may use or sell.

       Except as described in this Item 16, you are not restricted by the Franchise Agreement or
any of our practices or customs regarding the products or services you offer for sale or to whom
you may sell.



3621860v.7 Uniform Franchise Offering Circular   38                                    January 29, 2004
       You must comply with all reasonable requirements if we supplement, improve, or modify
the System, including offering and selling new or different services and products that we specify.
We have the right to change the types of authorized goods and services, and there are no limits
on our right to make changes.

        If you are an Area Franchisee, your right to solicit prospective franchisees and/or service
existing franchisees is limited to those located or to be located within your Territory. You must
forward any inquiries regarding the establishment of PostNet franchises outside of your Territory
to us.

                                 ITEM 17
          RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

        This table lists important provisions of the franchise and related agreements. You should
read these provisions in the agreements attached to this offering circular.

Franchise Agreement

                                                      Section in
                Provision                        Franchise Agreement                     Summary

 a.    Term of Franchise                         §2                    15 years

 b.    Renewal or extension of the               §2                    If you satisfy requirements, you may renew
       term                                                            for consecutive terms of 15 years each

 c.    Requirements for you to                   §2                    Give timely written notice, make
       renew or extend                                                 repairs/renovations as needed, not be in
                                                                       default, be current in debt obligations, execute
                                                                       new Franchise Agreement, at our option
                                                                       execute with us a mutual general release of
                                                                       claims, pay renewal fee of 15% of then
                                                                       current initial franchise fee

 d.    Termination by you                        § 13.4                By written notice to us, you may terminate if
                                                                       there is no Approved Location one year after
                                                                       executing Franchise Agreement

 e.    Termination by us without                 None
       cause
 f.    Termination by us with cause              § 13                  We may terminate the Franchise Agreement
                                                                       for cause. In certain cases you will be given
                                                                       time to cure the default constituting cause; in
                                                                       other cases we may terminate the Franchise
                                                                       Agreement immediately without giving you
                                                                       an opportunity to cure
 g.    “Cause” defined - defaults                § 13.3                All defaults not specified in Sections 13.1 and
       which can be cured                                              13.2; curable within 30 days of written notice
                                                                       from us




3621860v.7 Uniform Franchise Offering Circular               39                                             January 29, 2004
                                                       Section in
              Provision                           Franchise Agreement                     Summary
 h.    “Cause” defined - defaults                § 13                   Bankruptcy, failure to open Center,
       which cannot be cured                                            abandonment of Center, certain breaches of
                                                                        the Franchise Agreement, material
                                                                        misrepresentations; repeated defaults after
                                                                        cure; trademark misuse, unapproved transfers,
                                                                        nonpayment of fees and debts, failure to
                                                                        execute covenants, nonrenewal of lease,
                                                                        commission of a crime, offense or other
                                                                        morally offensive conduct, false books and
                                                                        records, no insurance, 5% understatement of
                                                                        payments or 2 understatements in 2 years,
                                                                        unless we determine otherwise; failure to
                                                                        secure an Approved Location within one year;
                                                                        and others. Termination upon bankruptcy
                                                                        may not be enforceable under federal
                                                                        bankruptcy law 11 U.S.C. Section 101 et seq.
 i.    Your obligations on                       § 14                   Cease operation of Center and use of
       termination/nonrenewal                                           Proprietary Marks and Manual; de-
                                                                        identification of Center, payment of amounts
                                                                        due, return Manual, covenant not to compete
                                                                        and other covenants described in Section 15;
                                                                        and others
 j.    Assignment of contract by us              § 12.1                 No restriction on our right to assign
 k.    “Transfer” by you – definition            § 12.2                 Includes transfer of your rights under
                                                                        Franchise Agreement, transfers that change
                                                                        your ownership, transfers of assets of Center
 l.    Our approval of transfer by               § 12.2.1               We have the right to approve all transfers and
       you                                                              will not unreasonably withhold consent if you
                                                                        satisfy Section 12.2.1 requirements

 m.    Conditions for our approval of            § 12.2.1               You are not in default under agreements with
       transfer                                                         us; all monetary obligations are satisfied;
                                                                        mutual general release is executed; transferee
                                                                        signs our then-current form of franchise
                                                                        agreement for the length of the initial term
                                                                        then being offered to new franchisees;
                                                                        transferee satisfies our conditions for
                                                                        franchisee; transferee completes training and
                                                                        upgrades Center; and you reimburse us for
                                                                        our costs in reviewing and approving transfer
                                                                        and providing training (minimum $3,500)

 n.    Our right of first refusal to             § 12.6                 We have the right only in the context of an
       acquire your business                                            assignment under the United States
                                                                        Bankruptcy Code

 o.    Our option to purchase your               None
       business




3621860v.7 Uniform Franchise Offering Circular                40                                            January 29, 2004
                                                      Section in
                Provision                        Franchise Agreement                         Summary

 p.    Your death or disability                  § 12.4                    Your interest must be transferred within 6
                                                                           months to a third party approved by us. If
                                                                           your heir or beneficiary cannot satisfy our
                                                                           conditions, your executor or administrator has
                                                                           a reasonable time to transfer

 q.    Non-competition covenants                 § 15.2; Confidentiality   Prohibition against owning, operating,
       during the term of the                    and Non-Competition       advising, working in, being associated with,
       franchise                                 Covenant                  and making loans to a business that provides
                                                                           similar products and services. Certain
                                                                           individuals also must sign the Confidentiality
                                                                           and Non-Competition Covenant (Exhibit G)
                                                                           at the time you sign the Franchise Agreement

 r.    Non-competition covenants                 §§ 15.3 and 15.4;         Prohibition for one year on engaging in
       after the franchise is                    Confidentiality and       similar business and related activities at
       terminated or expires                     Non-Competition           Approved Location or within 10 miles of the
                                                 Covenant                  Approved Location. Exception if you are less
                                                                           than a 5% owner of certain companies
                                                                           registered with the Securities and Exchange
                                                                           Commission. Certain individuals also must
                                                                           sign the Confidentiality and Non-Competition
                                                                           Covenant (Exhibit G) at the time you sign the
                                                                           Franchise Agreement, which contains similar
                                                                           restrictions

 s.    Modification of the agreement             § 20                      Must be in writing signed by both parties

 t.    Integration/merger clause                 § 20                      Only the terms of the Franchise Agreement
                                                                           are binding (subject to state law). Any other
                                                                           promises may not be enforceable

 u.    Dispute resolution by                     § 22                      Except as provided in Section 22.4, you must
       arbitration or mediation                                            arbitrate all disputes under the rules of the
                                                                           American Arbitration Association. Before
                                                                           arbitration may begin, you must first mediate
                                                                           disputes

 v.    Choice of forum                           § 22                      Where we have our principal place of
                                                                           business at the time when the mediation,
                                                                           arbitration or litigation commences. At
                                                                           present, our principal place of business is
                                                                           Henderson, Nevada

 w.    Choice of law                             § 22                      Nevada law applies (subject to state law)



Area Franchise Agreement

                                                    Section in Area
 Provision                                       Franchise Agreement       Summary
 a. Term of Franchise                            §2                        15 years



3621860v.7 Uniform Franchise Offering Circular                  41                                             January 29, 2004
                                                    Section in Area
 Provision                                       Franchise Agreement   Summary
 b. Renewal or extension of the                  §2                    If you satisfy requirements, you may renew for
     term                                                              2 consecutive terms of 15 years each
 c.    Requirements for you to                   §2                    Give timely written notice, not be in default,
       renew or extend                                                 agree upon development schedule, pay a
                                                                       renewal fee, execute then-current form of
                                                                       agreement
 d.    Termination by you                        None
 e.    Termination by us without                 None
       cause
 f.    Termination by us with cause              § 11.2                We may terminate the Area Franchise
                                                                       Agreement for cause. In certain cases you will
                                                                       be given time to cure the default constituting
                                                                       cause; in other cases we may terminate the
                                                                       Area Franchise Agreement immediately
                                                                       without giving you an opportunity to cure
 g.    “Cause” defined - defaults                § 11.3                All defaults not specified in Sections 11.1 and
       which can be cured                                              11.2; curable within 30 days of written notice
                                                                       from us
 h.    “Cause” defined - defaults                § 11.2                Commission of a crime, offense or other
       which cannot be cured                                           morally offensive conduct, repeat defaults
                                                                       under the Area Franchise Agreement, default
                                                                       under the Franchise Agreement, and attempt to
                                                                       transfer without our prior written consent,
                                                                       failure to simultaneously own and operate a
                                                                       Center, and others
 i.    Your obligations on                       § 12                  Cease to perform duties under the Agreement;
       termination/nonrenewal                                          payment of amounts due, return Area
                                                                       Franchise Manual and other information
 j.    Assignment of contract by us              § 10.2                No restriction on our right to assign
 k.    “Transfer” by you – definition            § 10.1                Assignment of all or any part of your rights
                                                                       and/or obligations under the Area Franchise
                                                                       Agreement
 l.    Our approval of transfer by               § 10.1                You may not transfer your rights or obligations
       you                                                             under the Area Franchise Agreement without
                                                                       our prior written consent, and we may
                                                                       withhold our consent in our sole discretion,
                                                                       with or without cause
 m.    Conditions for our approval of            None
       transfer
 n.    Our right of first refusal to             None
       acquire your business
 o.    Our option to purchase your               None
       business
 p.    Your death or disability                  None
 q.    Non-competition covenants                 None
       during the term of the
       franchise




3621860v.7 Uniform Franchise Offering Circular               42                                            January 29, 2004
                                                    Section in Area
 Provision                                       Franchise Agreement    Summary

 r.    Non-competition covenants                 None
       after the franchise is
       terminated or expires

 s.    Modification of the agreement             § 16                   Must be in writing signed by both parties

 t.    Integration/merger clause                 § 16                   Only the terms of the Area Franchise
                                                                        Agreement are binding (subject to state law).
                                                                        Any other promises may not be enforceable

 u.    Dispute resolution by                     § 18                   Except as provided in Section 18.4, you must
       arbitration or mediation                                         arbitrate all disputes under the rules of the
                                                                        American Arbitration Association. Before
                                                                        arbitration may begin, you must first mediate
                                                                        disputes

 v.    Choice of forum                           § 18                   Where we have our principal place of business
                                                                        at the time when the mediation, arbitration or
                                                                        litigation commences. At present, our
                                                                        principal place of business is Henderson,
                                                                        Nevada

 w.    Choice of law                             § 18                   Nevada law applies (subject to state law)



Development Agreement

                                                          Section in
                                                         Development
 Provision                                                Agreement     Summary
 a.    Term of Agreement                         § 4 and Attachment A   Date set in the Development Schedule as the
                                                                        date on which the final Center must be opened.
 b.    Renewal or extension of the               None
       term
 c.    Requirements for you to                   None
       renew or extend
 d.    Termination by you                        None
 e.    Termination by us without                 None
       cause
 f.    Termination by us with cause              §7                     We may terminate the Development
                                                                        Agreement for cause. In certain cases you will
                                                                        be given time to cure the default constituting
                                                                        cause; in other cases we may terminate the
                                                                        Development Agreement immediately without
                                                                        giving you an opportunity to cure
 g.    “Cause” defined – defaults                § 7.2                  All other defaults not specified in § 7.1 of
       which can be cured                                               Development Agreement




3621860v.7 Uniform Franchise Offering Circular                   43                                          January 29, 2004
                                                          Section in
                                                         Development
 Provision                                                Agreement    Summary
 h.    “Cause” defined – defaults                § 7.1                 Bankruptcy, commission of a crime, offense or
       which cannot be cured                                           other morally offensive conduct, and others;
                                                                       see §§ 7.1.1 - 7.1.9. Termination upon
                                                                       bankruptcy may not be enforceable under
                                                                       federal bankruptcy law 11 U.S.C. Section 101
                                                                       et seq.
 i.    Your obligations on                       §8                    You may not establish or operate any Center
       termination/ nonrenewal                                         for which you have not executed a Franchise
                                                                       Agreement; resell existing Centers to us at our
                                                                       request, return materials; and others
 j.    Assignment of contract by us              § 6.1                 There are no limits on our assignment rights
 k.    “Transfer” by you – definition            § 6.2                 Assignment of all or any part of your rights
                                                                       and/or obligations under the Development
                                                                       Agreement
 l.    Our approval of transfer by               § 7.2                 You may not transfer your rights or obligations
       you                                                             under the Development Agreement without our
                                                                       prior written consent, and we may withhold our
                                                                       consent in our sole discretion, with or without
                                                                       cause
 m.    Conditions for our approval of            None
       transfer
 n.    Our right of first refusal to             None
       acquire your business
 o.    Our option to purchase your               § 8.3                 We can purchase your interest in any or all
       business                                                        Centers and terminate all of your existing
                                                                       Franchise Agreements if the Development
                                                                       Agreement is terminated because of a default
                                                                       by you.
 p.    Your death or disability                  None
 q.    Non-competition covenants                 § 5.2                 Includes prohibition on association with any
       during the term of the                                          business which offers the same or similar
       Agreement                                                       products or services as those offered by a
                                                                       Center or diverting business from a Center,
                                                                       without our approval. Certain individuals also
                                                                       must sign the Confidentiality and Non-
                                                                       Competition Covenant (Exhibit G) at the time
                                                                       you sign the Development Agreement.




3621860v.7 Uniform Franchise Offering Circular                   44                                       January 29, 2004
                                                          Section in
                                                         Development
 Provision                                                Agreement    Summary
 r.    Non-competition covenants                 § 5.3                 Includes one-year prohibition for any
       after the Agreement is                                          association with a business which offers the
       terminated or expires                                           same or similar products or services as those
                                                                       offered by the Center and related activities and
                                                                       which is located within 10 miles of the
                                                                       Development Area. Certain individuals also
                                                                       must sign the Confidentiality and Non-
                                                                       Competition Covenant (Exhibit G) at the time
                                                                       you sign the Development Agreement, which
                                                                       contains similar restrictions.
 s.    Modification of the agreement             § 12.1                Must be in writing executed by both parties
 t.    Integration/merger clause                 § 12.1                Only the terms of the Development Agreement
                                                                       are binding
 u.    Dispute resolution by                     §§ 14.3 and 14.4      Except as provided in Section 14.4, you must
       arbitration or mediation                                        arbitrate all disputes under the rules of the
                                                                       American Arbitration Association. Before
                                                                       arbitration may begin, you must first mediate
                                                                       disputes
 v.    Choice of forum                           § 14.2                Where we have our principal place of business
                                                                       at the time when the mediation, arbitration or
                                                                       litigation commences. At present, our principal
                                                                       place of business is Henderson, Nevada
 w.    Choice of law                             § 14.1                Nevada law applies (subject to state law)


          [These states have statutes which may supersede the franchise agreement in your
          relationship with us including the areas of termination and renewal of your
          franchise:     ARKANSAS [Ark. Code Sections 4-72-201 to 4-72-210],
          CALIFORNIA [Bus. & Prof. Code Sections 20000 to 20043], CONNECTICUT
          [Gen. Stat. Sections 42-133e to 42-133h], DELAWARE [Code Sections 2551 to
          2556], HAWAII [Rev. Stat. Section 482E-6], ILLINOIS [815 ILCS 705/1-
          705/44], INDIANA [Stat. Sections 23-2.5.1-23-25.7], IOWA [Code Sections
          523H.1-523H.17], MICHIGAN [Stat. Section 19.854(27)], MINNESOTA [Stat.
          Section 80C.14], MISSISSIPPI [Code Section 75-24-51 to 75-24-64], MISSOURI
          [Rev. Stat. Section 407.400 to 407.410], NEBRASKA [Rev. Stat. Section 87-401
          to 87-410], NEW JERSEY [Stat. Section 56:10-1 to 56:10-12], RHODE ISLAND
          [Stat. Section 19-28.1-14], SOUTH DAKOTA [Codified Laws Section 37-5A-
          51], VIRGINIA [Code 13.1-564], WASHINGTON [Code Section 19.100.180],
          WISCONSIN [Stat. Section 135.01]. These and other states may have other
          statutes and court decisions which may supersede the franchise agreement in your
          relationship with us including the areas of termination and renewal of your
          franchise.]




3621860v.7 Uniform Franchise Offering Circular                   45                                        January 29, 2004
                  APPLICABLE STATE LAW MAY REQUIRE ADDITIONAL DISCLOSURES
             RELATED TO THE INFORMATION IN THIS OFFERING CIRCULAR.  THESE
             ADDITIONAL DISCLOSURES, IF ANY, APPEAR IN AN ADDENDUM.

                                                                     ITEM 18
                                                                  PUBLIC FIGURES

                       We do not use any public figures to promote PostNet franchises.

                                                                    ITEM 19
                                                                EARNINGS CLAIMS

                    We do not make any representations or statements of actual, average, projected, or
             forecasted sales, profits, or earnings to franchisees with respect to our franchises under Franchise
             Agreements and Area Franchise Agreements. We do not furnish or authorize our salespersons to
             furnish to you any oral or written information concerning the actual, average, projected,
             forecasted, or potential sales, costs, income, or profits of a Center or an Area Franchise.

                    We specifically instruct our sales personnel, agents, employees, and officers that they
             may not make claims or statements as to the earnings, sales or profits, or prospects or chances of
             success, nor are they authorized to represent or estimate dollar figures as to a franchisee’s or an
             Area Franchisee’s operation. Any representations as to earnings, sales, profits, or prospects or
             chances of success is unauthorized. Actual results vary from franchise to franchise, and we
             cannot estimate the results of a particular franchise. We recommend that you make your own
             independent investigation to determine whether or not the franchise may be profitable, and
             consult an attorney and other advisors before executing the Franchise Agreement or the Area
             Franchise Agreement.

                                                                      ITEM 20
                                                                 LIST OF OUTLETS

                                                FRANCHISED CENTER STATUS SUMMARY
                                                   FOR FISCAL YEARS 2003/2002/2001


                                                                             Reacquired      Otherwise       Total from             Franchises
                                     Canceled or                Not              by           Left the          Left               Operating at
   State          Transfers          Terminated               Renewed        Franchisor       System          Columns               Year End
                03     02    01     03     02     01     03      02     01   03   02   01   03   02   01     03   02   01      03         02   01
Alabama                       1             1                                                                     1     1      3          3    3
Alaska                                                                                                                         1          1    1
Arizona         3      4      4      1             1                                             2       1   4    6     6      29         25   24
Arkansas                                                                                    1    2       1   1    2     1      6          4    4
California      2      5      6      4      8      2                                                     6   6    13   14      55         42   34
Colorado        5      2      1      3      2                                               1    2       1   9    6     2      27         20   20




             3621860v.7 Uniform Franchise Offering Circular                  46                                        January 29, 2004
                                                                              Reacquired      Otherwise       Total from             Franchises
                                      Canceled or                Not              by           Left the          Left               Operating at
   State           Transfers          Terminated               Renewed        Franchisor       System          Columns               Year End
                 03     02    01     03     02     01     03      02     01   03   02   01   03   02   01     03   02   01      03         02   01
Connecticut                                                                                                                     1          1    1
Delaware                                                                                                                        3          3    3
District of                                                                                                                     1          0    0
Columbia
Florida          4      4      2      1             2                                        2    1       3   7    5     7      32         29   23
Georgia          1             1      1      2                                                    1           2    3     1      14         14   15
Hawaii                  1                                                                                 1        1     1      1          1    1
Illinois         1                           1                                               1    1           2    2            13         12   12
Indiana                 1             1                                                           2           1    3            7          8    9
Iowa                                                                                                                            1          1    1
Kansas                                                                                                                          1          1    1
Kentucky                                            1                                        1            1   1          2      0          1    1
Louisiana               1                                                                                          1            4          2    2
Maryland                                     1                                               1    1       1   1    2     1      2          3    5
Michigan                              1                                                                       1                 3          4    4
Minnesota               1                                                                                          1     1      8          7    1
Mississippi                                                                                       1                1            0          0    1
Missouri                                     1                                                                     1            5          3    2
Montana                                                                                                                         5          4    4
Nebraska                                                                                                                        2          0    0
Nevada           8      8             2      4      3                              1         1    2       1   11   15   12      46         41   40
New                            1                                                             1                1          1      0          1    1
Hampshire
New Jersey                     1             1                                               1    1           1    2     1      9          7    7
New Mexico              1                                                                                 1        1     1      1          1    1
New York                              2             1                                        1    2           3    2     1      7          8    9
North            1      1      1                    1                                             1           1    2     2      26         23   22
Carolina
Ohio             2      1                    1                                                            1   2    2     1      13         10   9
Oklahoma                2                                                                    1            1   1    2     1      3          4    4
Oregon           1                                                                                        1   1          1      8          6    3
Pennsyl-                1             2                                                      1    2       4   3    3     4      12         12   13
vania
South            1                                                                                        2   1          2      6          5    5
Carolina
South                                                                                                                           1          1    1
Dakota




              3621860v.7 Uniform Franchise Offering Circular                  47                                        January 29, 2004
                                                                               Reacquired      Otherwise        Total from            Franchises
                                       Canceled or                Not              by           Left the           Left              Operating at
    State            Transfers         Terminated               Renewed        Franchisor       System           Columns              Year End
                    03     02    01    03    02     01     03      02     01   03   02   01   03   02   01     03   02   01      03         02   01
 Tennessee                                           1                                        1                1          1      2          3    3
 Texas              12      4    4            2                                               2    1       3   14    7    7      51         44   37
 Utah                            1                          1                                      1           1     1    1      8          8    9
 Virginia                   1    1     1                                                      1                2     1    1      9          7    5
 West                                                                                                                            1          1     1
 Virginia
 Washington         4       4          1             2                                                     1   5     4    3      17         17   16
 Wisconsin          1                                                                                          1                 5          3    3
 Domestic           46     42    32    20    24     14      1      0      0    0    1    0    17   23   30     84   90   76     449     396      361
 Totals
 Guam and                                                                                     30               30                13         43   43
 Puerto Rico
 Interna-                                                                                                                       334     360      317
 tional

 Total                                                                                                                          796     799      721
 Franchises


               NOTES:

               1)           The numbers in the “Total” column may exceed the number of Centers affected because
                            several events may have affected the same Center. For example, the same Center may
                            have had multiple owners, and a transferred franchise would also appear as a terminated
                            franchise.

               2)           One of the Nevada Centers is owned by a PostNet subsidiary.

               3)           We did not have any franchisees during the past 3 years in any state not listed in the
                            table.

                                              STATUS SUMMARY OF AREA FRANCHISEES
                                                  FOR FISCAL YEARS 2003/2002/2001

    State                Transfers     Canceled or         Not Renewed         Reacquired      Otherwise        Total from       Area Franchises
                                       Terminated                                  by           Left the       Left Columns       Operating at
                                                                               Franchisor       System                              Year End
                     03     02    01   03     02    01     03      02     01   03   02   01   03   02   01     03   02    01     03         02   01
Arkansas                                                                                                                         1          1     1
Arizona                                                                                                                          1          1     1
California                                                                                                                       1          1     0
Colorado                                                                                                                         1          1     1
Florida                                                                                                                          3          3     3



               3621860v.7 Uniform Franchise Offering Circular                  48                                        January 29, 2004
   State                Transfers     Canceled or         Not Renewed    Reacquired          Otherwise        Total from       Area Franchises
                                      Terminated                             by               Left the       Left Columns       Operating at
                                                                         Franchisor           System                              Year End
                    03     02    01   03     02    01     03   02   01   03   02       01   03   02   01     03   02    01     03         02   01
Minnesota                                                                                                                      1          1    1
Okla-homa                                                                                                                      1          1    1
Nebraska                                                                                                                       1          0    0
North                                                                                                                          1          1    0
Carolina
Penn-                                                                                                                          1          1    1
sylvania
Texas                                               1                                                                   1      1          1    1
Virginia                                     1                                                                     1           0          0    1
Wisconsin                                                                                                                      1          0    0
Domestic            0      0     0    0      1      1      0   0    0    0    0        0    0    0       0   0     1    1      13         12   11
Totals
Puerto Rico                                                                                                                    1          0    0
Total Area          0      0     0    0      1      1      0   0    0    0    0        0    0    0       0   0     1    1      14         12   11
Franchisees



                                                   STATUS SUMMARY OF DEVELOPERS
                                                    FOR FISCAL YEARS 2003/2002/2001

   State            Transfers         Canceled or         Not Renewed    Reacquired          Otherwise        Total from         Developers
                                      Terminated                             by               Left the       Left Columns        Operating at
                                                                         Franchisor           System                              Year End
                   03     02    01    03    02     01     03   02   01   03   02       01   03   02   01     03   02   01      03         02   01

 Texas 3/                                                                                   1                1                 0          1    1
 Total             0       0    0     0      0     0       0   0    0    0    0        0    0    0    0      0    0     0      0          1    1


              NOTES:

              1)           We did not have any Area Franchisees or Developers during the past 3 years in any state
                           not listed in the tables.

              2)           If an Area Franchisee has a Territory that encompasses more than one state, the Area
                           Franchisee is listed only in the state where it maintains its principal place of business.

              3)           The Developer completed its development obligations, but continues to operate, as a
                           Store Owner, Centers opened under the Development Agreement.

                                                                    *     *        *




              3621860v.7 Uniform Franchise Offering Circular             49                                            January 29, 2004
          We did not operate any company-owned Centers during the past 3 years.

                                                 *    *   *

                     PROJECTED FRANCHISED CENTER OPENINGS IN 2004


                                                      PROJECTED FRANCHISED
                    STATE                             CENTERS TO BE OPENED
                    Alabama                                    1
                    Alaska                                     1
                    Arizona                                    4
                    California                                 2
                    Colorado                                   4
                    Florida                                    4
                    Georgia                                    2
                    Hawaii                                     1
                    Idaho                                      1
                    Illinois                                   2
                    Indiana                                    1
                    Kansas                                     1
                    Maryland                                   1
                    Massachusetts                              1
                    Michigan                                   1
                    Minnesota                                  4
                    Missouri                                   1
                    Nevada                                     2
                    New Jersey                                 1
                    New York                                   2
                    North Carolina                             2
                    Ohio                                       1
                    Oklahoma                                   1
                    Oregon                                     2
                    Pennsylvania                               1
                    South Carolina                             1
                    Texas                                      2
                    Utah                                       1
                    Virginia                                   1



3621860v.7 Uniform Franchise Offering Circular       50                           January 29, 2004
                                                      PROJECTED FRANCHISED
                    STATE                             CENTERS TO BE OPENED
                    Washington                                      2
                    Wisconsin                                       1
                    International                                  60
                          Total                                   115

          We do not intend to open any franchised Center in any state not listed in this table.

       We have no current plans to enter into any Area Franchise Agreements or Development
Agreements, or open any company-owned Centers, in 2004, but we reserve the right to do so if
an acceptable opportunity arises.

       The names, addresses and telephone numbers of our current Store Owners and Area
Franchisees are attached to this offering circular as Exhibit D. We no longer have any
Developers.

        The name and last known address and telephone number of every Store Owner, Area
Franchisee, and Developer who had a Center terminated, canceled, not renewed or otherwise
voluntarily or involuntarily ceased to do business under our Franchise Agreement, Area
Franchise Agreement, or Development Agreement during the one-year period ending
December 31, 2003, or who has not communicated with us within 10 weeks of the date of this
offering circular is set forth in Exhibit D.

                                                    ITEM 21
                                             FINANCIAL STATEMENTS

       Our audited financial statement dated January 16, 2004 for the years ended December 31,
2003, December 31, 2002, and December 31, 2001 appears in Exhibit E to this offering circular.

                                                    ITEM 22
                                                  CONTRACTS

          The following agreements are attached as exhibits to this offering circular, as indicated:

          1.        Franchise Agreement and Attachments (Exhibit A)
          2.        Area Franchise Agreement and Attachments (Exhibit B)
          3.        Development Agreement (Exhibit C)
          4.        Confidentiality and Non-Competition Covenants (Exhibit G)
          5.        Music Service Agreement (Exhibit H)




3621860v.7 Uniform Franchise Offering Circular       51                                   January 29, 2004
                                                 ITEM 23
                                                 RECEIPT

        The last page of this offering circular is a detachable document, in duplicate. Please
detach, sign, date and return 1 copy of the Receipt to us, acknowledging that you received this
offering circular. Please keep the second copy for your records.




3621860v.7 Uniform Franchise Offering Circular     52                              January 29, 2004
                                                                            EXHIBIT A
                                                                        TO FRANCHISE
                                                                   OFFERING CIRCULAR


                                             FRANCHISE AGREEMENT




3621860 v7 Uniform Franchise Offering Circular                               January 29, 2004
                   POSTNET INTERNATIONAL FRANCHISE CORPORATION



                                 FRANCHISE AGREEMENT




Franchise Agreement/3621860v.7                                   January 29, 2004
                      POSTNET INTERNATIONAL FRANCHISE CORPORATION
                                  FRANCHISE AGREEMENT


                                                    TABLE OF CONTENTS


                                                                                                                                           Page

        RECITALS............................................................................................................................1
1.      GRANT .................................................................................................................................2
2.      TERM AND RENEWAL......................................................................................................3
3.      FEES......................................................................................................................................4
4.      DUTIES OF POSTNET ........................................................................................................5
5.      DUTIES OF STORE OWNER .............................................................................................7
6.      TAXES ................................................................................................................................10
7.      PROPRIETARY MARKS ..................................................................................................11
8.      CONFIDENTIAL MANUALS AND INFORMATION ....................................................13
9.      ADVERTISING ..................................................................................................................14
10.     INSURANCE ......................................................................................................................16
11.     COMPUTERS, RECORDS, AND REPORTING REQUIREMENTS...............................16
12.     TRANSFER OF INTEREST...............................................................................................18
13.     DEFAULT AND TERMINATION ....................................................................................21
14.     OBLIGATIONS UPON TERMINATION OR EXPIRATION..........................................23
15.     COVENANTS.....................................................................................................................25
16.     STORE OWNER AS A CORPORATION, PARTNERSHIP, OR LIMITED
        LIABILITY COMPANY ....................................................................................................26
17.     INDEPENDENT CONTRACTOR AND INDEMNIFICATION ......................................27
18.     APPROVALS AND WAIVERS.........................................................................................28
19.     NOTICES ............................................................................................................................28
20.     ENTIRE AGREEMENT .....................................................................................................28
21.     SEVERABILITY AND CONSTRUCTION.......................................................................28
22.     APPLICABLE LAW...........................................................................................................29
23.     ACKNOWLEDGMENTS...................................................................................................31

ATTACHMENT A                 -   PROTECTED TERRITORY
ATTACHMENT B                 -   CENTER DEVELOPMENT PACKAGE PROVIDED BY POSTNET
ATTACHMENT C                 -   GUARANTEE
ATTACHMENT D                 -   CONVERSION ADDENDUM FOR CONVERSION OWNERS




Franchise Agreement/3621860v.7                                                                                                   January 29, 2004
                     POSTNET INTERNATIONAL FRANCHISE CORPORATION
                                 FRANCHISE AGREEMENT


       THIS FRANCHISE AGREEMENT (“Agreement”) made and entered into on
______________________, 200__, (“Effective Date”) ‘by and between PostNet International
Franchise Corporation, a Nevada corporation, with its principal place of business at 181 North
Arroyo Grande Boulevard, Building A, Suite 100, Henderson, Nevada 89074 (“PostNet”), and
_____________________, a ____________________, with its principal place of business at
______________________________________________________________ (“Store Owner”).

                                           RECITALS

        A.       PostNet, as the result of the expenditure of time, skill, effort, and money, has
developed and owns a unique and distinctive system relating to the establishment and operation
of retail stores which provide business and consumer services and products (“System”). Among
the services and products typically offered are black and white/color photocopying, digital
photocopy and scanning, computer and Internet services, printing and finishing services,
overnight air express and ground shipping (domestic and international), packaging services and
supplies, private mailbox rentals, facsimile services, notary public services, and office supplies;

        B.      The distinguishing characteristics of the System include, without limitation, a
distinctive design, interior décor, and layout, and training, management, and promotional
assistance, in connection with the establishment and ongoing operation of postal, business, and
communications centers, all of which may be changed, improved, and further developed by
PostNet from time to time;

       C.      PostNet identifies the System by means of certain trade names, service marks,
trademarks, logos, emblems, and indicia of origin, including the mark POSTNET and such other
trade names, service marks, and trademarks as are now designated, or may hereafter be
designated by PostNet in writing, for use in connection with the System (“Proprietary
Marks”);

       D.       Store Owner wishes to obtain a franchise to operate a postal, business, and
communications center using the System and Proprietary Marks (“Center”), as well as to
receive the training and other assistance provided by PostNet in connection therewith; and

       E.     Store Owner understands and acknowledges the importance of PostNet’s high
standards of quality, appearance, and service, and the necessity of operating the Center in
conformity with PostNet’s standards and specifications.

         NOW, THEREFORE, the parties agree as follows:




Franchise Agreement/3621860v.7                                                         January 29, 2004
1.       GRANT

        1.1    PostNet grants to Store Owner the right, and Store Owner accepts the obligation,
to use the Proprietary Marks and System, solely in connection with the operation of a Center.

       1.2    The Center shall be located at ______________________________(“Approved
Location”). Store Owner shall not relocate the Center without the prior written approval of
PostNet. If, on the Effective Date, a location for the Center has not been approved by PostNet,
PostNet shall assist Store Owner in selecting a location, as set forth in Section 4.1 of this
Agreement. Store Owner shall not lease or otherwise acquire a location without PostNet’s prior
approval, which approval shall be furnished by PostNet to Store Owner in a site approval letter.

        1.3     During the term of this Agreement, neither PostNet nor any affiliate of PostNet
shall establish or operate, or franchise any entity to establish or operate, a business using the
Proprietary Marks and System at any location within the geographic area described in
Attachment A to this Agreement (“Protected Territory”), provided however that if the
Approved Location has not been selected on the Effective Date, the Protected Territory shall be
determined by PostNet at the time that the Approved Location is selected.

       1.4     Store Owner expressly acknowledges and agrees that, except as provided in
Section 1.3, the franchise is non-exclusive. PostNet shall retain the right, among others, for itself
or through any affiliate, and in any manner and on any terms and conditions PostNet deems
advisable, and without granting Store Owner any rights therein:

                   (a)       to own, acquire, establish, and/or operate, and license others to establish
                             and operate, Centers outside the Protected Territory regardless of their
                             proximity to the Approved Location or their impact on the Store Owner’s
                             Center;

                   (b)       to own, acquire, establish and/or operate, and license others to establish
                             and operate, businesses under other proprietary marks or other systems,
                             including (i) businesses which provide products and/or services similar to
                             those provided by a Center; and/or (ii) PostNet Express businesses, at any
                             location within or outside the Protected Territory and regardless, in either
                             circumstance, of their proximity to the Approved Location or their impact
                             on the Store Owner’s Center; and

                   (c)       to sell or distribute through any distribution channel including, but not
                             limited to, computerized and other remote-entry ordering systems (such as
                             the Internet) capable of accepting orders placed within or outside the
                             Protected Territory, direct mail, mail order catalogues and telemarketing,
                             at retail or wholesale, directly or indirectly, or license others to sell or
                             distribute, any products which bear any proprietary marks, including the
                             Proprietary Marks, whether within or outside the Protected Territory and
                             regardless of their proximity to the Approved Location or their impact on
                             the Store Owner’s Center.



Franchise Agreement/3621860v.7                       2                                       January 29, 2004
        1.5     Store Owner shall have the right to sign additional franchise agreements during
the term of this Agreement under the following terms and conditions:

               1.5.1 Store Owner shall not be in default of any provision of this Agreement, or
any other agreement between Store Owner and PostNet or PostNet’s affiliates, or of any
standards set forth in the Manual (as the term “Manual” is defined in Section 4.2), and Store
Owner shall have complied with all such agreements and the Manual since the Effective Date;

               1.5.2 Store Owner shall be current with respect to its obligations to its lessor,
suppliers, and any others with whom it does business;

               1.5.3 Store Owner shall execute PostNet’s then-current form of franchise
agreement, the terms of which may differ from the terms hereof, except that (i) the initial
franchise fee payable for any additional franchise agreement shall be Ten Thousand Dollars
($10,000) less than the fee required under the then-current form of agreement; and (ii) the initial
training program to be provided by PostNet under each additional franchise agreement shall
consist of a minimum of one and a maximum of three calendar days, at PostNet’s discretion;

               1.5.4 The Approved Location for any other Center shall not infringe upon the
rights of any PostNet franchisee or Developer existing at the time that the additional franchise
agreement is signed; and

               1.5.5 In the event that a transfer of a type described by Section 12.2 of this
Agreement occurs within one year of the date of opening of any Center established pursuant to
this Section 1.5, then, in such event, Store Owner shall refund to PostNet at the time of transfer
the Ten Thousand Dollar ($10,000)) discount granted pursuant to Section 1.5.3.

2.       TERM AND RENEWAL

        2.1     Except as otherwise provided herein, the initial term of this Agreement shall
expire fifteen years from the Effective Date.

        2.2     Store Owner may, at its option, renew this franchise for consecutive terms of
fifteen years each, subject to the following preconditions:

             2.2.1 Store Owner shall give PostNet written notice of Store Owner’s election to
renew no fewer than six months nor more than twelve months prior to the end of the then-current
term;

              2.2.2 Store Owner shall make such reasonable repairs and/or renovations to the
Center as PostNet may reasonably require, to reflect the then-current standards and image of the
System;

             2.2.3 Store Owner shall not be in default of any provision of this Agreement, or
any other agreement between Store Owner and PostNet or PostNet’s affiliates, or of any


Franchise Agreement/3621860v.7                 3                                       January 29, 2004
standards set forth in the Manual (as the term “Manual” is defined in Section 4.2), and Store
Owner shall have complied with all such agreements and the Manual throughout the term of this
Agreement;

               2.2.4 Store Owner shall be current with respect to its obligations to its lessor,
suppliers, and any others with whom it does business;

              2.2.5 Store Owner shall execute PostNet’s then-current form of renewal
franchise agreement, which agreement shall supersede this Agreement in all respects, and the
terms of which may differ from the terms hereof, except that Store Owner’s renewal rights shall
be governed by this Agreement, and no initial franchise fee shall be payable by Store Owner;

               2.2.6 At PostNet’s option, Store Owner and PostNet shall execute a mutual
general release, in a form prescribed by PostNet, of any and all claims which each may have
against the other and their affiliates (except as to amounts then due to PostNet for royalties,
advertising contributions, materials, and the like), and their respective shareholders, directors,
employees, and agents in their corporate and individual capacities; and

                2.2.7        Store Owner shall pay a renewal fee of fifteen percent of the then-current
initial franchise fee.

3.       FEES

      3.1    Store Owner shall pay to PostNet an initial franchise fee of Twenty Eight
Thousand Nine Hundred Dollars ($28,900), as follows:

                   (a)       Upon execution of this Agreement, Fifteen Thousand Dollars ($15,000),
                             receipt of which is hereby acknowledged by PostNet; and

                   (b)       Upon execution of the lease agreement for the Center premises, or at the
                             time that PostNet approves a location, pursuant to Section 1.2, which is
                             not leased, Thirteen Thousand Nine Hundred Dollars ($13,900). Each
                             payment shall be fully earned and non-refundable when paid, in
                             consideration of the administrative and other expenses incurred by
                             PostNet in entering into this Agreement, and for PostNet’s lost or deferred
                             opportunity to enter into this Agreement with others, except as otherwise
                             provided in Section 13.4 with respect to the payment described in a.
                             above.

        3.2    During the term of this Agreement, Store Owner shall pay to PostNet a continuing
weekly royalty fee in an amount equal to four percent (4%) of the Gross Sales for the Center.
“Gross Sales” shall mean revenue from the sale of all products and services, and all other
income or consideration of every kind and nature, received by the Center, whether for cash or
credit, and regardless of collection in the case of credit, less: (i) any sales taxes or other taxes
collected by Store Owner from its customers and thereafter paid directly to the appropriate taxing
authority; and (ii) revenues received from the sale of money orders and money-wire transfers;



Franchise Agreement/3621860v.7                       4                                      January 29, 2004
provided, however, that Store Owner shall furnish verification to PostNet, upon request, to
substantiate any claimed deduction.

        3.3    Store Owner shall make weekly contributions to advertising and promotion as
specified in Section 9.1 hereof.

        3.4    Store Owner shall pay PostNet a Center Development Fee of Eighty-Nine
Thousand Nine Hundred Dollars ($89,900) for the services to be provided by PostNet pursuant
to Section 4.3. The Center Development Fee shall be paid at the later of (i) the day the Store
Owner signs a lease for the Center premises; or (ii) 90 days before PostNet’s projected opening
date of the Center premises.

        3.5     All payments made pursuant to Sections 3.2 and 3.3 shall be made on or before
Wednesday for the week ending on the preceding Sunday, on Gross Sales for the preceding
week. Any royalty payment or advertising contribution not made on or before the due date shall
be deemed to be overdue; in such event, Store Owner shall pay PostNet, in addition to the
overdue amount, interest on such amount from the date it was due until paid, at eighteen percent
per annum or the maximum rate permitted by law, whichever is less, calculated on a daily basis.
Entitlement to such interest shall be in addition to any other remedies PostNet may have. All
payments required in this Section 3 shall be made by electronic fund transfer to an account
specified by PostNet. Store Owner shall furnish PostNet, and/or PostNet’s payee, with such
information and authorizations as may be necessary to permit such persons to make withdrawals
by electronic fund transfer. Store Owner shall bear all expenses, if any, associated with such
authorizations and payments. PostNet shall have the right to periodically specify (in the Manuals
or otherwise in writing) different payees and/or payment methods, such as, but not limited to,
auto-draft or check.

4.       DUTIES OF POSTNET

       4.1     PostNet shall offer such assistance to Store Owner, as PostNet deems reasonable
and necessary, in selecting a site for the Approved Location, and in advising Store Owner in
negotiating an acceptable lease agreement for the Center premises. Store Owner acknowledges
and agrees that PostNet’s approval of a site for Store Owner’s Center is not, and shall not be
construed as, a guarantee or assurance that the Center will be profitable or successful.

        4.2     PostNet shall loan to Store Owner for the duration of this Agreement one copy of
PostNet’s Operating Manual (which, in PostNet’s sole discretion, may be in a written or
electronic format or a combination thereof), and such other manuals as PostNet may develop and
issue, all of which are collectively referred to as the “Manual.”

       4.3     PostNet shall provide a Center Development Package for the Center premises as
described in Attachment B.

       4.4     PostNet shall make available, at no charge to Store Owner, proposed plans (in the
form of “blue-line drawings”) and specifications for the construction of the interior design and
layout of Store Owner’s Center.



Franchise Agreement/3621860v.7                5                                      January 29, 2004
        4.5    PostNet shall offer a classroom training program to Store Owner and/or the office
manager covering basic Center operations and management. Such training shall consist of a
minimum of four and a maximum of five calendar days, at PostNet’s discretion, at a location
selected by PostNet.

       4.6     PostNet shall offer an initial training program to Store Owner and to those
employees selected by Store Owner who will be involved in the daily operation of the Center.
Such training shall consist of a minimum of four and a maximum of seven calendar days, at
PostNet’s discretion, of on-site assistance at the Store Owner’s Center immediately prior and
subsequent to the commencement of business.

        4.7     PostNet shall furnish to Store Owner, prior to the opening of the Center, an initial
set of personalized forms, stationery, marketing materials and PostNet logo apparel.

       4.8    Prior to the opening of the Center and upon receipt of Store Owner’s written
request, PostNet shall inspect the Center premises. Store Owner shall not open the Center for
business without the written authorization of PostNet, which authorization may be conditioned
upon Store Owner’s strict compliance with the specifications of the approved final plans and
System standards and completion of any pre-opening training required by PostNet.

      4.9     PostNet shall provide such initial and continuing advice and assistance to Store
Owner in the operation of the Center as PostNet deems appropriate.

        4.10 PostNet shall (i) provide a grand opening promotional campaign for the Center;
and (ii) oversee Store Owner’s local marketing and promotional program during the 12-month
period immediately following the opening of the Center, including the development and
implementation (itself or by third parties) of programs which, in PostNet’s sole discretion, are
appropriate for Store Owner’s Center. PostNet shall use the funds deposited with it by Store
Owner pursuant to Section 9.7 hereof to pay for the costs associated with the development and
implementation of the grand opening and first-year program, and within 30 days after the
conclusion of the 12-month period, PostNet shall refund to Store Owner the funds, if any,
remaining from Store Owner’s original deposit. At Store Owner’s request, PostNet shall provide
Store Owner with reasonable documentation to substantiate all expenditures.

        4.11 PostNet shall offer a follow-up training visit by a PostNet representative thirty to
sixty days following the opening of the Center. Such training shall consist of a minimum of one
and one half calendar days and a maximum of two calendar days and shall be on-site at the Store
Owner’s Center.

        4.12 PostNet shall conduct, when and as frequently as it deems advisable, inspections
of Store Owner’s business premises and evaluations of the Center’s management and operations,
in order to assist Store Owner and to maintain the System’s standards of quality, appearance, and
service. During the term of this Agreement, PostNet also shall, at the time(s) and location(s)
selected by it, make available such other required and optional training programs, seminars, and
workshops as it deems necessary and appropriate.



Franchise Agreement/3621860v.7                 6                                        January 29, 2004
        4.13 Store Owner acknowledges and agrees that any duty or obligation imposed on
PostNet by this Agreement may be performed by any designee of PostNet, as PostNet may
direct.

5.       DUTIES OF STORE OWNER

       5.1     Store Owner understands and acknowledges that every detail of the System and
the Center is essential to Store Owner, PostNet, and other System franchisees in order to: (i)
develop and maintain quality operating standards; (ii) increase the demand for the products and
services sold by all franchisees operating under the System; and (iii) protect PostNet’s reputation
and goodwill. Store Owner shall maintain PostNet’s high standards with respect to facilities,
services, products, and operations.

        5.2    Store Owner shall use and occupy the Center premises solely for the operation of
the business franchised hereunder and unless otherwise approved in writing by PostNet, shall
refrain from using or permitting the use of the premises for any other purpose or activity, and
shall keep the Center open and in normal operation for at least such minimum hours and days as
PostNet may specify in the Manual or otherwise in writing, and as may be required by the lease
for the Center premises.

        5.3    To ensure that the highest degree of quality and service is maintained, Store
Owner shall operate the Center in strict conformity with such methods, standards, and
specifications as PostNet may from time to time prescribe in the Manual or otherwise in writing.
Store Owner shall refrain from: (a) deviating from such standards, specifications, and
procedures without PostNet’s prior written consent; and (b) otherwise operating in any manner
which reflects adversely on PostNet’s Proprietary Marks or the System.

               5.3.1 Store Owner shall purchase and install, at Store Owner’s expense, (except
for those items described in this paragraph which are presently installed or in use at the Center
premises of Store Owners who convert an existing postal, business, and business
communications business to a Center) and shall maintain in sufficient supply and use at all times,
only such fixtures, furnishings, equipment, signs, and supplies which conform to PostNet’s
standards and specifications as set forth in the Manual or otherwise in writing; and shall refrain
from using non-conforming items.

               5.3.2 Store Owner shall sell or offer for sale only such products and services as
have been expressly approved for sale by PostNet in the Manual or otherwise in writing, shall
discontinue selling any products or services which PostNet may, in its sole discretion, determine
may adversely affect the System; and shall refrain from offering any unapproved products or
services.

                5.3.3 Store Owner acknowledges and agrees that PostNet may, from time to
time in its sole discretion, revise the Manual to incorporate System changes. Store Owner shall
implement any System changes upon receipt of notice thereof from PostNet, and shall complete
their implementation within such time as PostNet may reasonably specify.



Franchise Agreement/3621860v.7                 7                                       January 29, 2004
        5.4     Store Owner shall purchase all products, equipment, supplies, and materials used
or sold by the Center solely from suppliers (including manufacturers, wholesalers and
distributors) who demonstrate, to PostNet’s continuing reasonable satisfaction, the ability to
meet PostNet’s reasonable standards and specifications for such items; who possess adequate
quality controls and capacity to supply Store Owner’s needs promptly and reliably; whose
approval would enable the System, in PostNet’s sole opinion, to take advantage of marketplace
efficiencies; and who have been approved by PostNet in the Manual or otherwise in writing and
not thereafter disapproved. If Store Owner desires to make purchases from other than an
approved supplier, Store Owner shall submit to PostNet a written request to approve the
proposed supplier, together with such evidence of conformity with PostNet’s specifications as
PostNet may reasonably require. PostNet may revoke its approval at any time if PostNet
determines, in its sole discretion, that the supplier no longer meets PostNet’s standards. Upon
receipt of written notice of such revocation, Store Owner shall cease purchasing from any
disapproved supplier and selling such supplier’s disapproved products or services.

        5.5    Store Owner shall maintain the Center premises (including adjacent public areas)
in a clean, orderly condition and in excellent repair; and, at its expense, perform any required
maintenance or repairs, as PostNet may reasonably direct by written notice to Store Owner, in a
timely manner. No alcohol, drugs, or pets shall at any time be permitted on the Center premises,
and the premises shall not be used for child care, baby sitting, or similar activities.

       5.6     Store Owner shall grant PostNet and its agents the right to enter upon the Center
premises during normal business hours for the purpose of conducting inspections; shall cooperate
with PostNet’s representatives in such inspections by rendering such assistance as they may
reasonably request; and, upon written notice from PostNet or its agents and without limiting
PostNet’s other rights hereunder, shall promptly correct any deficiencies discovered during any
such inspection.

        5.7     Prior to the opening of the Center, Store Owner (or, if Store Owner is a
corporation or partnership, a principal of Store Owner acceptable to PostNet) and/or Store
Owner’s designated store manager, shall attend and complete to PostNet’s satisfaction, the
classroom training program and initial training program offered by PostNet. PostNet shall
provide training, instructors, a training manual, and other materials without charge for both the
classroom and initial training program; Store Owner shall be responsible for any and all other
expenses incurred by it or its attendees at these training programs. If, at any time during the term
of this Agreement, Store Owner wishes PostNet to train additional employees (with PostNet’s
prior consent), Store Owner shall pay PostNet a fee of Three Hundred Twenty Five Dollars
($325) per day plus reasonable reimbursement for the trainer’s cost of transportation, meals, and
lodging. Store Owner shall also complete to PostNet’s satisfaction the follow-up training visit.
PostNet shall provide the instructor, training and other materials for the follow-up training visit
without charge, and Store Owner shall be responsible for any and all other expenses incurred
during the follow-up training visit. Store Owner and other employees designated by PostNet
also shall attend PostNet’s annual national convention of franchisees, as well as such additional
training programs, seminars, and workshops as PostNet may reasonably require from time to
time and at any time. PostNet shall not charge any fees for those attending required additional



Franchise Agreement/3621860v.7                 8                                        January 29, 2004
training programs, but may charge a reasonable fee for attending the national convention of
franchisees and for optional training. Store Owner shall be responsible for any and all other
expenses incurred in connection with attending the national convention or any additional training
programs, including the costs of transportation, lodging, and meals.

        5.8    Store Owner shall maintain a competent, conscientious, and trained staff, and
shall take such steps as are necessary to ensure that its employees preserve good customer
relations; render competent, prompt, courteous, and knowledgeable service; and meet such
minimum standards as PostNet may establish from time to time in the Manual or otherwise in
writing. Store Owner shall be solely responsible for all employment decisions and functions of
the Center, including, without limitation, those related to hiring, firing, training, establishing
remuneration, compliance with wage and hour requirements, personnel policies, benefits,
recordkeeping, supervision, and discipline of employees, regardless of whether Store Owner has
received advice from PostNet on these subjects.

        5.9    Store Owner shall comply with all terms of its lease and shall refrain from any
activity which may jeopardize Store Owner’s right to remain in possession of the Center
premises. Store Owner shall, prior to the execution of any lease, submit it to PostNet for its
written approval. PostNet’s approval may be conditioned upon the inclusion of any one or more
of the following terms and conditions:

                5.9.1 That the initial term of the lease, or the initial term together with renewal
terms, shall be for at least ten years;

               5.9.2 That the lessor consents to Store Owner’s use of such Proprietary Marks
and signage as PostNet may now or hereinafter prescribe for the Center;

                   5.9.3     That the use of the leased premises be restricted solely to the operation of
the Center;

               5.9.4 Except as otherwise approved in writing by PostNet, that Store Owner be
prohibited from subleasing or assigning all or any part of its occupancy rights or extending the
term of or renewing the lease without PostNet’s prior written consent;

               5.9.5 That the lessor provide to PostNet copies of any and all notices of default
given to Store Owner under the lease;

              5.9.6 That PostNet have the right to enter the premises to make reasonable
modifications necessary to protect the Proprietary Marks or the System or to cure any default
under the Agreement or under the lease; and

               5.9.7 That, in the event of a default, expiration, or termination of the Agreement
or the lease, PostNet (or PostNet’s designee) shall have the option, upon notice to the lessor, to
assume all of Store Owner’s rights under the lease terms, including the right to assign or
sublease.




Franchise Agreement/3621860v.7                       9                                       January 29, 2004
       5.10 Store Owner shall furnish PostNet with a copy of any executed lease within ten
days after execution thereof.

        5.11 Store Owner shall furnish to PostNet, within three days after receipt thereof, a
copy of any notice alleging Store Owner’s failure to comply with any law, ordinance, or
regulation. Store Owner also shall notify PostNet in writing within five days of the
commencement of any action, suit, or proceeding, and of the issuance of any order, writ,
injunction, award, or decree of any court, agency, or other governmental instrumentality, which
may adversely affect the operation or financial condition of the Center.

        5.12 Store Owner shall, throughout the term of this Agreement, actively and
continuously engage in local promotional activities designed enhance the Center’s reputation and
goodwill, and to increase Gross Sales. PostNet shall have the right to specify, in the Manual or
otherwise in writing, a minimum amount of monthly time as well as the types of promotional
activities required to satisfy this obligation.

       5.13 Store Owner shall have the right to offer its goods and services at any prices Store
Owner may determine, but PostNet may set maximum prices which may be charged based on an
analysis of the market and to facilitate advertising and competitive strategies.

       5.14 Store Owner shall be responsible for obtaining all zoning classifications and
clearances, permits, licenses, and certifications required for the lawful construction, occupancy,
and operation of the Center, and shall certify in writing to PostNet that all such items have been
obtained.

         5.15 Store Owner shall comply with all federal, state, and local laws, rules, and
regulations, and shall timely obtain any and all permits, certificates, or licenses necessary for the
full and proper conduct of the Center, including, without limitation, licenses to do business,
fictitious name registrations, sales tax permits, and fire clearances.

6.       TAXES

        6.1     Store Owner shall promptly pay to PostNet an amount equal to all taxes levied or
assessed, including, but not limited to, unemployment taxes, sales taxes, use taxes, withholding
taxes, excise taxes, personal property taxes, intangible property taxes, gross receipt taxes, taxes
on royalties, or any similar taxes or levies, imposed upon or required to be collected or paid by
PostNet by reason of the furnishing of products, intangible property (including trademarks and
trade names) or services by PostNet to Store Owner through the sale, license, or lease of property
or property rights provided by this Agreement.

        6.2     In the event of any bona fide dispute as to Store Owner’s liability for taxes
assessed or other indebtedness, Store Owner may contest the validity or the amount of the tax or
indebtedness in accordance with the procedures of the taxing authority or applicable law;
however, in no event shall Store Owner permit a tax sale or seizure by levy of execution or
similar writ or warrant, or attachment by a creditor, to occur against the Center premises, or any
improvements thereon.



Franchise Agreement/3621860v.7                  10                                       January 29, 2004
7.       PROPRIETARY MARKS

         7.1       PostNet represents with respect to the Proprietary Marks that:

                   7.1.1     PostNet owns the Proprietary Marks;

                 7.1.2 PostNet shall take all steps reasonably necessary to preserve and protect
the validity of the Proprietary Marks; and

               7.1.3 PostNet shall permit Store Owner to use the Proprietary Marks only in
accordance with the System and the standards and specifications attendant thereto which underlie
the goodwill associated with and symbolized by the Proprietary Marks.

         7.2       With respect to Store Owner’s use of the Proprietary Marks, Store Owner agrees
that:

                7.2.1 Store Owner shall use only the Proprietary Marks designated by PostNet,
and shall use them only in the manner authorized and permitted by PostNet;

               7.2.2 Store Owner shall use the Proprietary Marks only for the operation of the
Center, and only at the Approved Location or in PostNet-approved advertising for the Center;

              7.2.3 Unless otherwise authorized or required by PostNet, Store Owner shall
operate and advertise the Center only under the name “PostNet,” without prefix or suffix;

               7.2.4 Store Owner shall identify itself as an independent franchisee-owner of the
Center in conjunction with any use of the Proprietary Marks or the operation of the Center, and
shall place a written notice to such effect, in a form approved by PostNet, in a conspicuous
location on the Center premises;

              7.2.5 Store Owner’s right to use the Proprietary Marks is limited to such uses as
are authorized under this Agreement, and any unauthorized use thereof shall constitute an
infringement;

              7.2.6 Store Owner shall not use the Proprietary Marks to incur any obligation or
indebtedness on behalf of PostNet;

                 7.2.7 Store Owner shall execute any documents deemed necessary by PostNet
or its affiliates to obtain protection for the Proprietary Marks or to maintain their continued
validity and enforceability;

              7.2.8 Store Owner shall promptly notify PostNet of any suspected unauthorized
use of, or any challenge to the validity or use of, the Proprietary Marks. Store Owner
acknowledges that PostNet (or the owner of the Proprietary Marks) shall have the sole right to
direct and control any administrative proceeding or litigation involving the Proprietary Marks,



Franchise Agreement/3621860v.7                     11                                 January 29, 2004
including any settlement thereof. PostNet shall have the right, but not the obligation, to take
action against uses by others that may constitute infringement of the Proprietary Marks. PostNet
(or the owner of the Proprietary Marks) shall defend Store Owner against any third-party claim,
suit, or demand arising out of Store Owner’s use of the Proprietary Marks. If PostNet, in its sole
discretion, determines that Store Owner has used the Proprietary Marks in accordance with this
Agreement, the cost of such defense, including the cost of any judgment or settlement, shall be
borne by PostNet. If PostNet, in its sole discretion, determines that Store Owner has not used the
Proprietary Marks in accordance with this Agreement, the cost of such defense, including the
cost of any judgment or settlement, shall be borne by Store Owner. In the event of any litigation
relating to Store Owner’s use of the Proprietary Marks, Store Owner shall execute any and all
documents and do such acts as may, in the opinion of PostNet, be necessary to carry out such
defense or prosecution including, but not limited to, becoming a nominal party to any legal
action. Except to the extent that such litigation is the result of Store Owner’s use of the
Proprietary Marks in a manner inconsistent with the terms of this Agreement, PostNet agrees to
reimburse Store Owner for its out-of-pocket litigation costs in cooperating with PostNet with
respect to the litigation; and

               7.2.9 Store Owner shall not use the Proprietary Marks as part of its corporate or
other legal name.

         7.3       Store Owner expressly understands and acknowledges that:

              7.3.1 The Proprietary Marks are valid and serve to identify the System and those
who are franchised under the System;

               7.3.2 During the term of this Agreement and after its expiration or termination,
Store Owner shall not directly or indirectly contest the validity or ownership of the Proprietary
Marks, nor take any other action which may tend to jeopardize PostNet’s interest therein, or
PostNet’s right to use and to license others to use, the Proprietary Marks;

               7.3.3 Store Owner’s use of the Proprietary Marks does not give Store Owner
any ownership interest or other interest in or to the Proprietary Marks, other than the license
granted by this Agreement;


                7.3.4 Any and all goodwill arising from Store Owner’s use of the Proprietary
Marks shall inure solely and exclusively to the benefit of PostNet and its affiliates and, upon
expiration or termination of this Agreement, no monetary amount shall be assigned as
attributable to any goodwill associated with Store Owner’s use of the System or the Proprietary
Marks;

               7.3.5 Except as specified in Section 1.3 hereof, PostNet and its affiliates shall
have and retain the rights, among others: (a) to use the Proprietary Marks themselves in
connection with selling products and services; (b) to grant other licenses for the Proprietary
Marks, in addition to those licenses already granted to existing franchisees; and (c) to develop
and establish other systems using the Proprietary Marks, similar proprietary marks, or any other



Franchise Agreement/3621860v.7                  12                                    January 29, 2004
proprietary marks, and to grant licenses or franchises thereto without providing any rights therein
to Store Owner; and

               7.3.6 PostNet reserves the right to substitute different proprietary marks for use
in identifying the System and the businesses operating thereunder if the Proprietary Marks no
longer can be used, or if PostNet, in its sole discretion, determines that substitution of different
proprietary marks will be beneficial to the System. In such circumstances, the use of the
substituted proprietary marks shall be governed by the terms of this Agreement, and PostNet
shall not compensate Store Owner for such substitution, except that in the event that PostNet is
required to discontinue use of a Proprietary Mark based upon a court ruling that the Proprietary
Mark infringes on another trademark then, in such event, Postnet shall bear only the costs of
modifying Store Owner’s signs and advertising materials to conform to PostNet’s new
proprietary marks. Store Owner shall implement promptly any such substitution.

8.       CONFIDENTIAL MANUALS AND INFORMATION

        8.1    In order to protect the reputation and goodwill of PostNet and to maintain high
standards of operation under the Proprietary Marks and the System, Store Owner shall conduct
its business in accordance with the Manual. Store Owner shall treat the Manual, and the
information contained therein, as confidential, and shall use all reasonable efforts to maintain
such information as secret and confidential. Store Owner shall not at any time copy, duplicate,
record, or otherwise reproduce the foregoing materials, in whole or in part, nor otherwise make
the same available to any unauthorized person. The Manual shall at all times remain the sole
property of PostNet.

       8.2      Store Owner shall insure that its Manual is kept current; and in the event of any
dispute as to the contents of the Manual, the terms of the master copy of the Manual maintained
by PostNet shall be controlling.

       8.3     Store Owner shall not, during or after the term hereof, communicate, divulge, or
use for the benefit of any other person, persons, partnership, association, or corporation, any
confidential information, knowledge, or know-how concerning the methods of operation of the
Center which may be communicated to Store Owner or of which Store Owner may be apprised
by virtue of Store Owner’s operation hereunder. Store Owner shall divulge such confidential
information only to those employees who must have access to it in order to perform their
employment responsibilities. Any and all information, knowledge, know-how, and techniques
which PostNet designates as confidential shall be deemed confidential for purposes hereof unless
and until Store Owner shall demonstrate that the information has become public knowledge.

        8.4    Store Owner acknowledges that any failure to comply with the requirements of
this Section 8 will cause PostNet irreparable injury for which no adequate remedy at law may be
available, and Store Owner agrees that PostNet may seek, and Store Owner agrees to pay, all
court costs and reasonable attorneys’ fees incurred by PostNet in obtaining, without posting a
bond, an ex parte order for injunctive or other legal or equitable relief with respect to the
requirements of this Section 8.




Franchise Agreement/3621860v.7                 13                                       January 29, 2004
        8.5     Store Owner shall require anyone who may have access to confidential
information to execute covenants that they shall maintain the confidentiality of information they
receive in connection with their association with Store Owner. Such covenants shall be in a form
satisfactory to PostNet including, without limitation, specific identification of PostNet as a third
party beneficiary of such covenants with the independent right to enforce them.

9.       ADVERTISING

        Recognizing the value of advertising and promotion, and the importance of the
standardization of advertising and promotional programs to the furtherance of the goodwill and
public image of the System, the parties agree as follows:

       9.1     Store Owner shall contribute, each week, two percent (2%) of its Gross Sales to
the System-wide fund described in Section 9.3 hereof (“Fund”), subject to any adjustment made
pursuant to Section 9.6 hereof.

       9.2     Each unit owned by PostNet or an affiliate of PostNet shall contribute, each week,
two percent (2%) of its Gross Sales to the Fund, subject to any adjustment made pursuant to
Section 9.6 hereof.

        9.3   PostNet shall have the right to maintain and administer the Fund, in its sole
discretion. The following provisions shall apply to the Fund:

               9.3.1 The Fund, all contributions thereto, and any earnings thereon, shall be
used exclusively to meet any and all costs of maintaining, administering, directing, conducting,
and developing the preparation of advertising, marketing, public relations, and/or promotional
programs and materials, and any other activities which PostNet believes will benefit the System,
including, among other things, the costs of preparing and conducting advertising campaigns in
various media; preparation of direct mail advertising; market research; employing advertising
and/or public relations agencies to assist therein; purchasing promotional items; conducting and
administering in-store promotions; providing promotional and other marketing materials and
services to the businesses operating under the System; point-of-purchase materials, and
supporting authorized marketing cooperatives formed by Store Owners located in the same
market area. The Fund is not a trust fund, and PostNet shall not have any fiduciary duty to Store
Owner with regard to the Fund’s administration, activities, or expenditures;

                9.3.2 PostNet shall direct all advertising and promotional programs, with sole
discretion over the creative concepts, materials, and media used in such programs, and the
placement and allocation thereof. Store Owner agrees and acknowledges that among the Fund’s
objectives is to maximize general public recognition and acceptance of the Proprietary Marks for
the benefit of the System; and that PostNet is not obligated, in administering the Fund, to make
expenditures for Store Owner which are equivalent or proportionate to Store Owner’s
contribution, or to ensure that any particular franchisee benefits directly or pro rata from the
advertising or promotion conducted under the Fund;




Franchise Agreement/3621860v.7                 14                                       January 29, 2004
               9.3.3 All payments shall be made by Store Owner by separate check payable to
the Fund. All sums paid to the Fund shall be maintained in an account separate from the other
monies of PostNet and shall not be used to defray any expenses of PostNet, except for such
reasonable costs and overhead, if any, as may be incurred in activities reasonably related to the
administration or direction of the advertising programs and Fund, including, among other things,
costs of personnel for creating and implementing advertising, promotional, and marketing
programs. The Fund and any earnings thereon shall not otherwise inure to the benefit of
PostNet. PostNet shall maintain separate bookkeeping accounts for the Fund; and

               9.3.4 A statement of the operations of the Fund as shown on the books of the
Fund shall be prepared annually by PostNet and furnished to each Store Owner.

        9.4     All local advertising and promotion by Store Owner, including any website that
Store Owner may wish to establish on the Internet, shall be conducted in a dignified manner,
conform to such standards as PostNet shall establish in the Manual or otherwise in writing, and
not be used without PostNet’s prior approval. Store Owner shall submit to PostNet (in the
manner prescribed in Section 20) samples of all advertising and promotional plans and materials
prior to their use, and may commence use of such plans or materials seven days after PostNet’s
receipt unless, prior thereto, PostNet shall have furnished written notice to Store Owner
prohibiting such use. PostNet also shall have the right at any time after Store Owner commences
use of such material to prohibit further use, effective immediately upon receipt of written notice
by Store Owner.

        9.5    Store Owner shall, at its expense, in accordance with any standards established in
the Manual, and in addition to its contributions to the Fund as required by Section 9.1 hereof,
obtain advertisements in the white and yellow pages of the principal telephone directory serving
the Protected Territory. This expenditure shall not be less than the cost of a “Trademark Ad”
based on rates published by the Yellow Pages Publisher’s Association (or comparable
organization). In the event that more than one Center is located within the geographic area
served by the principal telephone directory then, in such event, Store Owner shall join with other
Centers (whether franchised or owned by PostNet or an affiliate) in a shared directory
advertisement of all Centers, and pay the pro rata share of the cost of such advertising. If there
are two Centers, then the Store Owners shall mutually agree on the size and other features of the
advertisement(s); if there are more than two Centers, the size and other features of the
advertisement(s) shall be determined by a plurality of the Centers. In the event that the Store
Owners are unable to agree about the advertisement(s), then PostNet shall make the final
determination on the size and other features of the advertisement(s). The “principal telephone
directory” shall mean the Bell (utility) directory with the highest distribution serving all or part
of the Protected Territory.

       9.6     Store Owners shall have the right to periodically adjust the amount of the required
contribution to the Fund, subject to the following conditions: (i) any adjustment must be
approved by at least (a) a majority of the Store Owners in the System; and (b) 2/3 (two-thirds) of
the Store Owners who vote; (ii) each Store Owner shall have one vote for each of its open and
operating Centers; (iii) the required Fund contribution shall never be less than 2%; (iv) each
adjustment shall be for a period of not less than one year; and (v) the mechanisms and



Franchise Agreement/3621860v.7                 15                                       January 29, 2004
procedures for recommending, considering, and voting on any adjustment shall be developed and
implemented by PostNet.

        9.7     Prior to the opening of the Center, Store Owner shall deposit $7,500 with PostNet.
PostNet shall use these funds in the manner described in Section 4.10 for a grand opening
promotional campaign and for Store Owner’s local marketing and promotional activities during
the 12-month period immediately following the opening of Store Owner’s Center. The deposit
shall be paid to PostNet at the same time as the Center Development Fee is paid.

10.      INSURANCE

        10.1 Store Owner shall procure, prior to the construction of any leasehold
improvements to, or the opening of, the Center, and shall maintain in full force and effect at all
times during the term of this Agreement, at Store Owner’s expense, an insurance policy or
policies protecting Store Owner, PostNet and its affiliates, and their respective shareholders,
directors, employees, and agents against any demand or claim with respect to personal and
bodily injury, death, or property damage, or any loss, liability, or expense whatsoever arising or
occurring at or in connection with the construction and/or operation of the Center. Such policy
or policies shall: (i) be written by insurer(s) acceptable to PostNet; (ii) name PostNet and its
shareholders, directors, employees, and agents, as additional insureds with primary non-
contributory coverage; (iii) comply with the requirements prescribed by PostNet at the time such
policies are obtained; (iv) provide at least the types and minimum amounts of coverage specified
in the Manual; and (v) contain a waiver by Store Owner and its insurers of their subrogation
rights against PostNet and its affiliates, and their respective shareholders, directors, employees
and agents.

       10.2 All public liability and property damage policies shall contain a provision that
PostNet, although named as an additional insured, shall nevertheless be entitled to recover under
such policies on any loss occasioned to PostNet or its shareholders, directors, employees, and
agents by reason of Store Owner’s negligence.

       10.3 At least ten days prior to the time any insurance is first required to be carried by
Store Owner, and thereafter at least thirty days prior to the expiration of any policy, Store Owner
shall deliver to PostNet Certificates of Insurance evidencing the proper types and minimum
amounts of coverage. All Certificates shall expressly provide that no less than thirty days’ prior
written notice shall be given PostNet in the event of material alteration to or cancellation or
non-renewal of the coverages evidenced by such Certificates. Certificates evidencing the
insurance required by this Section shall name PostNet and its affiliates, and their respective
shareholders, directors, employees, and agents, as additional insureds, and shall expressly
provide that any interest of each shall not be affected by any breach by Store Owner of any
policy provisions for which such Certificates evidence coverage.

11.      COMPUTERS, RECORDS, AND REPORTING REQUIREMENTS

      11.1 Store Owner, at its expense, shall purchase or lease, and thereafter maintain, such
computer hardware (including laptops), software, and firmware, required dedicated telephone



Franchise Agreement/3621860v.7                 16                                      January 29, 2004
and power lines, modem(s), printer(s), and other computer-related accessories or peripheral
equipment as PostNet specifies in the Manuals or otherwise in writing. Store Owner’s computer
systems shall have the capacity to electronically exchange information, messages, and other data
with other computers, by such means (including but not limited to the Internet), and using such
protocols (e.g., TCP/IP), as PostNet may reasonably prescribe in the Manual or otherwise in
writing. PostNet shall have the right from time to time and at any time to retrieve data and
information from Store Owner’s computer system and use it for any purpose both during and
after the term of this Agreement. Store Owner shall keep its computer system in good
maintenance and repair and, at its expense, shall promptly install such additions, changes,
modifications, substitutions, and/or replacements to the computer hardware, software, firmware,
telephone and power lines, and other computer-related facilities, as PostNet directs. Store Owner
shall not update, modify, enhance, or upgrade any computer hardware or software without
PostNet’s prior written consent.

        11.2 Store Owner shall not establish any computer website including Internet and
World Wide Web home pages, without PostNet’s prior written approval. Any website must
comply with standards specified in the Manual or otherwise in writing. PostNet may require that
Store Owner establish its website only as part of any website established by PostNet, and/or
require that Store Owner utilize PostNet’s website.

        11.3 Store Owner shall prepare, during the term of this Agreement, and shall preserve
for at least two years from the dates of their preparation, complete and accurate books, records,
and accounts in accordance with generally accepted accounting principles and in the form and
manner prescribed by PostNet from time to time in the Manual or otherwise in writing.

        11.4 Store Owner shall, at its expense, provide PostNet with a copy of Store Owner’s
financial statements showing the results of operations of the Center for each fiscal year during
the term of this Agreement. The statements shall include a statement of income, balance sheet,
and a statement of cash flows, accompanied by a review report, prepared by an independent
accountant using generally accepted accounting principles, and shall be furnished to PostNet
within ninety days after the end of each fiscal year of the Center.

        11.5 Store Owner shall, at its expense, provide PostNet, on forms prescribed by
PostNet, with a weekly statement of Gross Sales, and such other information regarding the
operation of the Center as PostNet may reasonably request, including information concerning
local promotional activities required by Section 5.12. The weekly statement shall be due at the
same time as Store Owner’s royalty payment. Each statement shall be signed by Store Owner
attesting that it is true and correct.

       11.6 Store Owner also shall provide to PostNet, for review or auditing, such other
information as PostNet may reasonably designate, on the forms and in the manner as are
reasonably designated by PostNet, including but not limited to any financial or other information
required by PostNet’s accountants in connection with the preparation of PostNet’s audited
financial statements.




Franchise Agreement/3621860v.7                17                                     January 29, 2004
        11.7 PostNet or its designated agents shall have the right at all reasonable times to
examine and copy, at PostNet’s expense, the books, records, accounts, and business tax returns
of Store Owner. PostNet shall also have the right, at any time, to have an independent audit
made of the books and records of Store Owner. If an inspection or audit reveals that any
payments due to PostNet have been understated in any report to PostNet, then Store Owner shall
immediately pay to PostNet the amount understated upon demand, in addition to interest from
the date such amount was due until paid, at the rate of eighteen percent per annum calculated
monthly, or the maximum rate permitted by law, whichever is less. If an inspection or audit
discloses an understatement in any report of five percent or more, Store Owner shall, in addition
to repayment of monies owed with interest, reimburse PostNet for any and all costs and expenses
connected with the inspection (including, without limitation, travel, lodging and wage expenses,
and reasonable accounting and legal costs). The foregoing remedies shall be in addition to any
other remedies PostNet may have as a result of such underreporting.

12.      TRANSFER OF INTEREST

        12.1 PostNet shall have the right to transfer or assign all or any part of its rights or
obligations under this Agreement to any person or legal entity. With respect to any assignment
which results in the subsequent performance by the assignee of all of PostNet’s obligations under
this Agreement, the assignee shall expressly assume and agree to perform such obligations, and
shall become solely responsible for all obligations of PostNet under this Agreement from the
date of assignment. In addition, and without limitation to the foregoing, Store Owner expressly
affirms and agrees that PostNet may sell its assets, its Proprietary Marks, or its System; may sell
its securities in a public offering or in a private placement; may permit and participate in any
transfer or distribution of its securities in connection with a spin-off; may merge, acquire other
corporations, or be acquired by another corporation; and may undertake a financing,
recapitalization, leveraged buy-out, or other economic or financial reorganization or
restructuring.

        12.2 Store Owner understands and acknowledges that its rights and duties are personal
and that PostNet has granted this franchise in reliance on Store Owner’s business skill, financial
capacity, and personal character. Accordingly, neither Store Owner nor any immediate or
remote successor to any part of Store Owner’s interest in this Agreement, nor any individual,
partnership, corporation, or other legal entity which directly or indirectly owns any interest in
Store Owner shall, without the prior written consent of PostNet, sell, assign, transfer, convey,
give away, pledge, mortgage, or otherwise encumber: (i) any direct or indirect interest in the
rights granted in this Agreement; (ii) any direct or indirect interest which would effect a change
of control of Store Owner, if Store Owner is a corporation or partnership; or (iii) all or
substantially all of the assets of the Center. Any purported assignment or transfer, by operation
of law or otherwise, not having the written consent of PostNet required by this Section 12.2,
shall be null and void and shall constitute a material breach hereof, for which PostNet may then
terminate without an opportunity to cure pursuant to Section 13.2.3 hereof.

               12.2.1 PostNet shall not unreasonably withhold its consent when required
pursuant to Section 12.2 provided, however, that PostNet shall have the right to require any or all
of the following as conditions of its consent:



Franchise Agreement/3621860v.7                 18                                      January 29, 2004
                      12.2.1.1       All of the transferor’s accrued monetary obligations and all
other outstanding obligations to PostNet and PostNet’s affiliates shall have been satisfied;

                       12.2.1.2         PostNet and the transferor shall have executed a mutual
general release, in a form prescribed by PostNet, of any and all claims which each may have
against the other and their affiliates, and their respective shareholders, directors, employees, and
agents in their corporate and individual capacities;

                     12.2.1.3     The transferee shall sign PostNet’s standard form franchise
agreement then being offered to new Store Owners (including the execution of personal
guarantees); provided, however, that the transferee shall not be required to pay an initial
franchise fee;

                       12.2.1.4      The transferee (and, if the transferee is other than an
individual, such owners of a beneficial interest in the transferee as PostNet may request) shall
demonstrate to PostNet’s satisfaction that it meets PostNet’s educational, managerial, and
business standards; possesses a good moral character (if an individual), business reputation, and
credit rating; has the aptitude and ability to operate the Center, as may be evidenced by prior
related business experience or otherwise; and has adequate financial resources and capital to
operate the Center;

                       12.2.1.5     The transferee, at its expense, shall within the time
specified by PostNet, upgrade the Center premises to conform to the then-current standards and
specifications of the System;

                       12.2.1.6       At transferee’s expense, the transferee and its manager
shall promptly attend, and successfully complete, such training as PostNet may deem necessary
in order to properly operate the Center;

                         12.2.1.7      The transferor shall reimburse PostNet for its reasonable
legal, accounting, management, training, and incidental expenses (not to exceed twenty-five
percent (25%) of the then-current initial franchise fee but in no event less than an administrative
fee of $3,500) incurred in reviewing and approving the transfer and providing such training to
the transferee as PostNet deems necessary; provided, however, that no reimbursement shall be
required for: (i) transfers to a corporation formed for the convenience of ownership, where the
ownership of such corporation is in the same proportion as the ownership of Store Owner before
such transfer; and (ii) transfers made pursuant to Section 12.4 hereof; and

                     12.2.1.8      Store Owner shall not be in default of any provision of this
Agreement or any other agreement between the Store Owner and PostNet or its affiliates.

               12.2.2 Store Owner shall grant no security interest in any of the assets of the
Center unless the secured party agrees that in the event of any default by Store Owner under any
documents related to the security interest, PostNet shall have the right and option to be




Franchise Agreement/3621860v.7                 19                                       January 29, 2004
substituted as obligor to the secured party and to cure any default of Store Owner, except any
acceleration of indebtedness due to Store Owner’s default shall be void.

        12.3 Except as otherwise required by Section 12.2, Store Owner shall have the right to
effect transfers without PostNet’s consent; provided, however, that Store Owner furnishes
written notice of such transfer to PostNet at least seven days prior to the date of the transfer.
Transfers made in the absence of such notice shall be null and void, and shall constitute a
material breach hereof, for which PostNet may then terminate the Agreement without affording
Store Owner an opportunity to cure pursuant to Section 13.2.3 hereof.

        12.4 Upon the death or mental incapacity of Store Owner (if an individual) or of any
person with a controlling interest in Store Owner or this Agreement, the executor or
administrator of the estate of such person, or the personal representative of such person, shall
transfer, within six months after such death or mental incapacity, such interest to a third party
approved by PostNet. Such transfers, including, without limitation, transfers by devise or
inheritance, shall be subject to the same conditions for transfer as are provided in Sections 12.2
or 12.3, as the case may be. However, in the case of a transfer by devise or inheritance governed
by Section 12.2, if the heirs or beneficiaries are unable to meet the conditions in Section 12.2
hereof, the executor or administrator of the deceased Store Owner shall have a reasonable time to
dispose of the deceased’s interest in the franchise, which disposition shall be subject to all the
terms and conditions for transfers contained herein. If the interest is not disposed of within a
reasonable time, PostNet may terminate this Agreement pursuant to Section 13.2.7 hereof.

        12.5 PostNet’s consent to a transfer which is the subject of this Section 12 shall not
constitute a waiver of any claims it may have against the transferring party, nor shall it be
deemed a waiver of PostNet’s right to demand exact compliance with any of the terms hereof by
transferee.

        12.6 If, for any reason, this Agreement is not terminated pursuant to Section 13.1 and
this Agreement is assumed or assignment of the same to any person or entity who has made a
bona fide offer to accept an assignment of this Agreement is contemplated, pursuant to the
United States Bankruptcy Code, then notice of such proposed assignment or assumption, setting
forth: (a) the name and address of the proposed assignee; and (b) all of the terms and conditions
of the proposed assignment and assumption; shall be given to PostNet within twenty days after
receipt of such proposed assignee’s offer to accept assignment of this Agreement, and, in any
event, within ten days prior to the date that the application is made to a court of competent
jurisdiction for authority and approval to enter into such assignment and assumption, and
PostNet shall thereupon have the prior right and option, to be exercised by notice given at any
time prior to the effective date of such proposed assignment and assumption, to accept an
assignment of this Agreement to PostNet itself, upon the same terms and conditions and for the
same consideration, if any, as in the bona fide offer made by the proposed assignee, less any
brokerage commissions which may be payable by Store Owner out of the consideration to be
paid by such assignee for the assignment of this Agreement.




Franchise Agreement/3621860v.7                20                                      January 29, 2004
13.      DEFAULT AND TERMINATION

        13.1 Store Owner shall be deemed to be in default hereunder, and all rights granted
herein shall automatically terminate without notice to Store Owner, if Store Owner shall become
insolvent or makes a general assignment for the benefit of creditors; or, if a petition in
bankruptcy is filed by Store Owner or such a petition is filed against and not opposed by Store
Owner; or, if Store Owner is adjudicated as bankrupt or insolvent; or, if a bill in equity or other
proceeding for the appointment of a receiver of Store Owner or other custodian for Store
Owner’s business or assets is filed and consented to by Store Owner; or, if a receiver or other
custodian (permanent or temporary) of Store Owner’s assets or property, or any part thereof, is
appointed by any court of competent jurisdiction; or, if proceedings for a composition with
creditors under any state or federal law should be instituted by or against Store Owner; or, if a
final judgment remains unsatisfied or of record for thirty days or longer (unless a supersedeas
bond is filed); or, if Store Owner is dissolved; or, if execution is levied against Store Owner’s
business or property; or, if the real or personal property of the Center shall be sold after levy
thereupon by any sheriff, marshal, or constable.

        13.2 Upon the occurrence of any of the following events, Store Owner shall be deemed
to be in default and PostNet may, at its option, terminate this Agreement and all rights granted
hereunder, without affording Store Owner any opportunity to cure the default, effective
immediately upon the provision of notice to Store Owner (in the manner set forth under Section
20 hereof):

               13.2.1 If Store Owner at any time ceases to operate or abandons the Center for a
period of seven consecutive days, or otherwise forfeits the right to do or transact business in the
jurisdiction where the Center is located; provided, however, that if through no fault of Store
Owner, the premises are damaged or destroyed, then Store Owner shall have thirty days within
which to apply for PostNet’s approval to relocate or reconstruct the premises, which approval
shall not be unreasonably withheld;

               13.2.2 If Store Owner, or any officer, director, or partner of Store Owner, is
convicted of a felony, a crime or offense involving moral turpitude, or engages in conduct that,
in PostNet’s reasonable judgment, is morally offensive to community standards and is
reasonably likely to have an adverse effect on the System, the Proprietary Marks, the goodwill
associated therewith, or PostNet’s interest therein;

               13.2.3 If Store Owner or any partner or shareholder in Store Owner purports to
transfer any rights or obligations hereunder, or any interest in Store Owner or the assets of the
Center to any third party without PostNet’s prior written consent or notice, contrary to the terms
of Section 12 hereof;

                 13.2.4 If Store Owner fails to comply with the covenants in Section 15.2 hereof
or fails to deliver to PostNet executed covenants required under Section 15.9 hereof;




Franchise Agreement/3621860v.7                 21                                      January 29, 2004
               13.2.5 If, contrary to the terms of Section 8, Store Owner or any principal of
Store Owner discloses or divulges the contents of the Manual or other confidential information
provided to Store Owner by PostNet;

              13.2.6 If an approved transfer is not effected following Store Owner’s death or
mental incapacity as required by Section 12.4 hereof;

               13.2.7 If Store Owner knowingly maintains false books or records, or knowingly
submits any false reports to PostNet;

                13.2.8 If the lease for the Center premises expires without being renewed or for
any reason is terminated;

             13.2.9 If Store Owner, after curing a default pursuant to Section 13.3 hereof,
commits a similar or different default within two years thereafter, whether or not cured after
notice;

                 13.2.10 If Store Owner does not pay any monies owing to PostNet or PostNet’s
affiliates, or Store Owner’s suppliers, at the time that payment is required;

               13.2.11 If Store Owner or any principal of Store Owner has made any material
misrepresentations in connection with Store Owner’s application to PostNet for the franchise
granted herein;

              13.2.12 If Store Owner understates any payment to PostNet by five percent or
more, or understates any such payment in any amount, twice in any two year period

                   13.2.13 If Store Owner fails to obtain or maintain required insurance coverage;

              13.2.14 If Store Owner permits alcohol, drugs, or pets on the Center premises, or
the Center premises is used for any activities prohibited by Section 5.5;

               13.2.15 If Store Owner fails to attend any required training or PostNet’s annual
convention for franchisees, as specified in Section 5.7;

                13.2.16 If Store Owner or any affiliate of Store Owner commits any act of
default under any agreement with PostNet for which such agreement is terminated, except that
this provision shall not apply to a default by Store Owner or its affiliate under any Development
Agreement.

        13.3. Except as provided in Sections 13.1 and 13.2 hereof, Store Owner shall have
thirty days after PostNet provides written notice of termination (in the manner specified in
Section 20, hereof) within which to remedy any default hereunder and to provide evidence
thereof to PostNet. If any such default is not cured within such time, or such longer period as
applicable law may require, this Agreement shall terminate without further notice to Store
Owner, effective immediately upon expiration of such period. Store Owner shall be in default



Franchise Agreement/3621860v.7                    22                                    January 29, 2004
hereunder for any failure substantially to comply with any of the requirements imposed by this
Agreement, as they may from time to time be supplemented in writing as permitted herein, or to
carry out the terms hereof in good faith.

        13.4 If an Approved Location for the Center has not been obtained within one year
after the Effective Date, or Store Owner has not either obtained PostNet’s written approval of a
lease for the Center premises, as described in Section 5.9 hereof, or otherwise acquired the right
to operate a Center at the premises, then either party may, by written notice to the other,
terminate this Agreement, effective three days after notice has been given. In the event of such
termination, PostNet shall refund Ten Thousand Dollars ($10,000) to Store Owner. Any refund
due to Store Owner shall be paid within ninety days after the date on which this Agreement is
terminated. Payment by PostNet and acceptance by Store Owner of such refund shall constitute
a release of any and all claims which each may have against the other and their affiliates, and
their respective shareholders, directors, employees, and agents, arising out of or in connection
with the entering into, performance or termination of this Agreement.

14.      OBLIGATIONS UPON TERMINATION OR EXPIRATION

      Upon termination or expiration of this Agreement, all rights granted hereunder to Store
Owner shall forthwith terminate and:

        14.1 Store Owner shall immediately cease to operate the Center, and shall not
thereafter, directly or indirectly, represent to the public or hold itself out as a present or former
franchisee of PostNet.

       14.2 Store Owner shall immediately and permanently cease to use, in any manner
whatsoever, any confidential methods, procedures, and techniques associated with the System;
the Proprietary Marks; and all other proprietary marks and distinctive forms, slogans, signs,
symbols, and devices associated with the System.

        14.3 Store Owner shall take such action as may be necessary to cancel any assumed
name or equivalent registration which contains the Proprietary Marks, and Store Owner shall
furnish PostNet with evidence satisfactory to PostNet of compliance with this obligation within
thirty days after termination or expiration hereof.

        14.4 Store Owner shall, at PostNet’s option, immediately assign to PostNet any interest
which Store Owner has in any lease for the Center premises. In the event PostNet does not elect
to exercise its option to acquire the lease for the Center premises, then, to the extent, if any, the
Store Owner is permitted to conduct any business at the Approved Location pursuant to Section
15.3, and acknowledging the distinctiveness of PostNet’s interior design and décor, Store Owner
shall make such modifications or alterations to the premises (including, at PostNet’s option, the
assignment of the telephone number to PostNet) immediately upon termination or expiration
hereof as may be necessary to distinguish the appearance of such premises from that of other
Centers operating under the System and Proprietary Marks, and shall make such specific
additional changes thereto as PostNet may reasonably request for that purpose. In the event
Store Owner fails or refuses to comply with the requirements of this Section 14.4, PostNet shall



Franchise Agreement/3621860v.7                  23                                       January 29, 2004
have the right to enter upon the Center premises without being guilty of trespass or any other
tort, for the purpose of making or causing to be made such changes as may be required, at the
expense of Store Owner, which expense Store Owner agrees to pay upon demand.

        14.5 Store Owner agrees, in the event it continues to operate or subsequently begins to
operate any other business, not to use any reproduction, counterfeit copy, or colorable imitation
of the Proprietary Marks, either in connection with such other business or the promotion thereof,
which is likely to cause confusion, mistake, or deception, or which is likely to dilute PostNet’s
rights in and to the Proprietary Marks, and further agrees not to use any designation of origin,
description, representation, trademark, or trade name which suggests or represents a past or
present association or connection with PostNet, the System, or the Proprietary Marks.

        14.6 Store Owner shall promptly pay all sums owing to PostNet and its affiliates. In
the event of termination for any default of Store Owner, such sums shall include all damages,
costs, and expenses, including reasonable attorneys’ fees, incurred by PostNet as a result of the
default, which obligation shall give rise to and remain, until paid in full, a lien in favor of
PostNet against any and all of the personal property, furnishings, equipment, signs, and fixtures,
owned by Store Owner and on the Center premises at the time of default.

        14.7 Store Owner shall pay to PostNet all damages, costs, and expenses, including
reasonable attorneys’ fees, incurred by PostNet subsequent to the termination or expiration
hereof in obtaining injunctive or other relief for the enforcement of any provisions of this Section
14.

       14.8 Store Owner shall immediately return the Manual and all other documents which
contain confidential information relating to the operation of the Center.

        14.9 PostNet shall have the option, to be exercised within thirty days after termination
or expiration hereof, to purchase from Store Owner any or all of the furnishings, equipment,
signs, fixtures, or supplies related to the operation of the Center, at their fair market value. If the
parties cannot agree on the price of any such items within 15 days after the exercise of the
option, an independent appraiser shall be designated by PostNet and Store Owner and his
determination shall be binding. If PostNet and Store Owner cannot agree on an appraiser within
15 days, each party shall designate an independent appraiser, and the two designated independent
appraisers shall select a third independent appraiser. The determination of fair market value of
the third appraiser so chosen shall be binding. PostNet and Store Owner shall share equally in
the cost of any independent appraiser(s). If PostNet elects to exercise any option to purchase
herein provided, the closing shall take place within 15 days after the purchase price shall have
been established. PostNet shall have the right to set off all amounts due from Store Owner, and
the cost of the appraisal, if any, against the payment price of such items.

        14.10 All covenants, obligations, and agreements of Store Owner which by their terms
or by reasonable implication are to be performed, in whole or in part, after the termination or
expiration of this Agreement, shall survive such termination or expiration.

         14.11 Store Owner shall comply with the covenants contained in Section 15.3 hereof.



Franchise Agreement/3621860v.7                   24                                       January 29, 2004
15.      COVENANTS

        15.1 Store Owner covenants that during the term hereof, except as otherwise approved
in writing by PostNet, Store Owner (or if Store Owner is a corporation or partnership, a principal
of Store Owner) or Store Owner’s office manager shall devote its full time and best efforts to the
management and operation of the Center.

        15.2 Store Owner acknowledges that it shall receive valuable specialized training and
confidential information, including, without limitation, information regarding the operational,
sales, promotional, and marketing methods and techniques of PostNet and the System. Store
Owner covenants that during the term hereof it shall not, either directly or indirectly, except as
otherwise approved in writing by PostNet, for itself, or through, on behalf of, or in conjunction
with, any person, persons, or legal entity:

               15.2.1 Divert or attempt to divert any business or customer of the Center to any
competitor by inducement or otherwise, or do or perform any other act injurious or prejudicial to
the goodwill associated with the Proprietary Marks and the System; and

               15.2.2 Own, maintain, advise, operate, engage in, be employed by, make loans to,
have any interest in or relationship or association with, a business which offers the same or
similar products or services as those offered by the Center.

        15.3 Store Owner covenants that it shall not, without PostNet’s prior written consent,
for a continuous, uninterrupted one year period commencing upon the date of: (a) a transfer
permitted under Section 12 of this Agreement; (b) expiration of this Agreement; (c) termination
of this Agreement (regardless of the cause for termination); or (d) a final decision of an arbitrator
or a court of competent jurisdiction (after all appeals have been taken) with respect to any of the
foregoing events or with respect to enforcement of this Section 15.3; either directly or indirectly,
for itself, or through, on behalf of, or in conjunction with any person, persons, or legal entity
(including legal entities which own, are owned by, or are under common ownership with Store
Owner), own, maintain, advise, operate, engage in, lease to, be employed by, make loans to, or
have any interest in or relationship or association with a business which offers the same or
similar products or services as those offered by the Center, and which is located: (i) at the
Approved Location; or (ii) within ten miles of the Approved Location.

        15.4 Sections 15.2 and 15.3 shall not apply to the beneficial ownership by Store Owner
of less than a five percent of the outstanding equity securities of any company registered under
the Securities Act of 1933 or the Securities Exchange Act of 1934.

       15.5 The parties agree that each of the foregoing covenants shall be construed as
independent of any other covenant or provision hereof. If all or any portion of a covenant in this
Section 15 is held unreasonable or unenforceable by a court or agency having valid jurisdiction
in an unappealed final decision to which PostNet is a party, Store Owner expressly agrees to be
bound by any lesser covenant subsumed within the terms of such covenant that imposes the




Franchise Agreement/3621860v.7                  25                                       January 29, 2004
maximum duty permitted by law, as if the resulting covenant were separately stated in and made
a part of this Section 15.

        15.6 Store Owner agrees and acknowledges that PostNet shall have the right, in its sole
discretion, to reduce the scope of any covenant or any portion thereof set forth in Sections 15.2
and 15.3 hereof, without Store Owner’s consent, effective immediately upon receipt by Store
Owner of written notice thereof; and Store Owner agrees that it shall comply forthwith with any
covenant as so modified, which shall be fully enforceable notwithstanding the provisions of
Section 21 hereof.

      15.7 Store Owner expressly agrees that the existence of any claims it may have against
PostNet, whether or not arising hereunder, shall not constitute a defense to the enforcement by
PostNet of the covenants in this Section 15.

        15.8 Store Owner acknowledges that Store Owner’s violation of the terms of this
Section 15 would result in irreparable injury to PostNet for which no adequate remedy at law
may be available, and agrees to pay all court costs and reasonable attorneys’ fees incurred by
PostNet in obtaining any injunctive or other equitable or legal relief with respect to such conduct
or action.

        15.9 At PostNet’s request, Store Owner shall obtain execution of covenants similar to
those set forth in this Section 15 (including covenants applicable upon the termination of a
person’s relationship with Store Owner and covenants incorporating the terms of Section 14
hereof, as modified to apply to an individual) from any or all of the following persons: (1) all
employees of Store Owner who have received training from PostNet; (2) all officers, directors,
and holders of a beneficial interest of five percent or more of the securities of Store Owner, and
of any corporation directly or indirectly controlling Store Owner, if Store Owner is a
corporation; and (3) the general partners (including any corporation, and the officers, directors,
and holders of a beneficial interest of five percent or more of the securities of any corporation
which controls, directly or indirectly, any general partner), if Store Owner is a partnership. Store
Owner shall furnish copies of such covenants to PostNet upon request. Every covenant required
by this Section 15.9 shall be in a form approved by PostNet, including, without limitation,
specific identification of PostNet as a third party beneficiary of such covenants with the
independent right to enforce them.

16.      STORE OWNER AS A CORPORATION, PARTNERSHIP, OR LIMITED LIABILITY
         COMPANY

        16.1 Except as otherwise approved in writing by PostNet, if Store Owner is a
corporation, it shall: (i) confine its activities, and its governing documents shall at all times
provide that its activities are confined, exclusively to operating the Center; (ii) maintain stop
transfer instructions on its records (unless Store Owner is publicly held) against the transfer of
any equity securities and shall only issue securities upon the face of which a legend, in a form
satisfactory to PostNet, appears which references the transfer restrictions imposed by this
Agreement; and (iii) maintain a current list of all owners of record and all beneficial owners of
any class of voting stock of Store Owner and furnish the list to PostNet upon request.



Franchise Agreement/3621860v.7                 26                                       January 29, 2004
       16.2 If Store Owner is a partnership it shall (i) furnish PostNet with its partnership
agreement as well as such other documents as PostNet may reasonably request, and any
amendments thereto; and (ii) prepare and furnish to PostNet, upon request, a current list of all
general and limited partners in Store Owner.

        16.3 If Store Owner is a limited liability company, it shall: (i) confine its activities
exclusively to operating the Center; (ii) furnish PostNet with its articles of organization and
operating agreement, as well as such other documents as PostNet may reasonably request and
any amendments thereto; (iii) prepare and furnish to PostNet, upon request, a current list of all
members and managers in Store Owner; and (iv) maintain stop transfer instructions on its records
against the transfer of any equity securities and shall only issue securities which bear a legend,
in a form satisfactory to PostNet, which references the transfer restrictions imposed by this
Agreement.

       16.4 Each present and future shareholder or member, and each present and future
general and limited partner, of Store Owner shall jointly and severally guarantee Store Owner’s
performance of each and every provision of this Agreement, by executing a Guarantee in the
form annexed hereto as Attachment C.

17.      INDEPENDENT CONTRACTOR AND INDEMNIFICATION

        17.1 It is understood and agreed by the parties hereto that this Agreement does not
create a fiduciary relationship between them; that Store Owner shall be an independent
contractor; and, that nothing herein is intended to constitute either party an agent, legal
representative, subsidiary, joint venturer, partner, employee, employer, joint employer,
enterprise, or servant of the other for any purpose whatsoever.

        17.2 During the term hereof, Store Owner shall hold itself out to the public as an
independent contractor operating the business pursuant to a franchise from PostNet. Store
Owner agrees to take such action as may be necessary to do so, including, as set forth in Section
7.2.4, exhibiting a notice of that fact in a conspicuous place on the Center premises.

        17.3 Store Owner acknowledges and agrees that it is not authorized to make any
contract, agreement, warranty, or representation on PostNet’s behalf, or to incur any debt or
other obligation in PostNet’s name; and that PostNet shall in no event assume liability for, or be
deemed liable hereunder as a result of, any such action; nor shall PostNet be liable by reason of
any act or omission of Store Owner in its conduct of the Center or for any claim or judgment
arising therefrom against Store Owner or PostNet. Store Owner shall indemnify and hold
PostNet and its affiliates, and their respective shareholders, directors, employees, and agents
harmless against any and all claims arising directly or indirectly from, as a result of, or in
connection with Store Owner’s operation of the Center, as well as the costs, including attorneys’
fees, of defending against them.




Franchise Agreement/3621860v.7                27                                      January 29, 2004
18.      APPROVALS AND WAIVERS

        18.1 PostNet makes no warranties or guarantees upon which Store Owner may rely,
and assumes no liability or obligation to Store Owner, by providing any waiver, approval,
consent, or suggestion to Store Owner in connection with this Agreement, or by reason of any
neglect, delay, or denial of any request therefor. No delay, waiver, omission, or forbearance on
the part of PostNet to exercise any right, option, duty, or power arising out of this Agreement
against Store Owner, or any other franchisee, or any breach or default by Store Owner, or by any
other franchisee, of any of the terms, provisions, or covenants thereof, and no custom or practice
by the parties at variance with the terms hereof, shall constitute a waiver by PostNet to enforce
any such right, option, or power as against Store Owner, or as to a subsequent breach or default
by Store Owner. Subsequent acceptance by PostNet of any payments due to it hereunder shall
not be deemed to be a waiver by PostNet of any preceding or succeeding breach by, or
obligations of, Store Owner of any terms, covenants, or conditions of this Agreement.

19.      NOTICES

        19.1 Any and all notices required or permitted under this Agreement shall be in writing
and shall be personally delivered, sent by telecopier, mailed by certified mail, return receipt
requested, or dispatched by overnight delivery envelope, to the respective parties at the addresses
set forth on the signature page of this Agreement unless and until a different address has been
designated by written notice to the other party. Notices shall be deemed to have been received as
follows: by personal delivery or telecopier -- at the time of delivery; by overnight delivery
service -- on the next business day following the date on which the Notice was given to the
overnight delivery service; certified mail -- three days after the date of mailing.

20.      ENTIRE AGREEMENT

        20.1 This Agreement, and any attachments hereto, constitute the entire and complete
agreement between PostNet and Store Owner concerning the subject matter hereof, and
supersede any and all prior agreements. Except for those permitted hereunder to be made
unilaterally by PostNet, no amendment, change, or variance from this Agreement shall be
binding on either party unless mutually agreed to by the parties and executed by their authorized
officers or agents in writing.

21.      SEVERABILITY AND CONSTRUCTION

        21.1 Except as expressly provided to the contrary herein, each portion, section, part,
term, and/or provision hereof shall be considered severable; and if, for any reason, any portion,
section, part, term, and/or provision herein is determined to be invalid and contrary to, or in
conflict with, any existing or future law or regulation by a court or agency having valid
jurisdiction, such shall not impair the operation of, or have any other effect upon, such other
portions, sections, parts, terms, and/or provisions hereof as may remain otherwise intelligible;
and the latter shall continue to be given full force and effect and bind the parties hereto; and the
invalid portions, sections, parts, terms, and/or provisions shall be deemed not to be a part hereof.




Franchise Agreement/3621860v.7                 28                                       January 29, 2004
        21.2 Store Owner expressly agrees to be bound by any promise or covenant imposing
the maximum duty permitted by law which is subsumed within the terms of any provision
hereof, as though it were separately articulated in and made a part hereof, that may result from
striking from any of the provisions hereof any portion or portions which a court may hold to be
unreasonable and unenforceable in a final decision to which PostNet is a party, or from reducing
the scope of any promise or covenant to the extent required to comply with such court order.

        21.3 Any provision or covenant of this Agreement which expressly or by its nature
imposes obligations beyond the expiration or termination of this Agreement shall survive such
expiration or termination.

22.      APPLICABLE LAW

        22.1 This Agreement takes effect upon its acceptance and execution by PostNet in
Nevada, and any claim or controversy arising out of or related to this Agreement, or the making,
performance, breach, interpretation, or termination thereof, shall be interpreted and construed
exclusively under the laws of Nevada. In the event of any conflict of law, the laws of Nevada
shall prevail, without regard to the application of Nevada conflict of law rules. If, however, any
provision of this Agreement would not be enforceable under the laws of Nevada, and if the
Center is located outside of Nevada and such provision would be enforceable under the laws of
the state in which the Center is located, then such provision shall be interpreted and construed
under the laws of that state. Nothing in this Section 23.1 is intended by the parties to subject this
Agreement to any franchise or similar law, rule, or regulation of the State of Nevada to which it
would not otherwise be subject.

         22.2 Except as otherwise provided in this Agreement, any claim or controversy arising
out of or related to this Agreement, or the making, performance, breach, interpretation, or
termination thereof, except for any actions brought with respect to: (i) ownership or use of the
Proprietary Marks; (ii) issues concerning the alleged violations of federal or state antitrust laws;
(iii) securing injunctive relief pursuant to Section 23.7 of this Agreement; or (iv) the right to
indemnification or the manner in which it is exercised, shall first be subject to non-binding
mediation in Henderson, Nevada, or, if PostNet’s principal place of business shall be at another
location at the time that mediation is sought, in the city of PostNet’s then principal place of
business. Mediation shall not defer or suspend PostNet’s exercise of any termination right under
Section 13.

        22.3 No arbitration or litigation may be commenced on any claim which is subject to
mediation under Section 23.2 prior to the mediation termination date, as defined in Section
23.3.3, whether or not the mediation has been commenced. Mediation under this Section 23.3 is
not intended to alter or suspend the rights or obligations of the parties under this Agreement or to
determine the validity or effect of any provision of this Agreement, but is intended to furnish the
parties an opportunity to resolve disputes amicably, expeditiously and in a cost-effective manner
on mutually acceptable terms.

               22.3.1 The non-binding mediation provided for hereunder shall be commenced
by the party requesting mediation giving written notice of the request for mediation to the party



Franchise Agreement/3621860v.7                  29                                       January 29, 2004
with whom mediation is sought. The request shall specify with reasonable particularity the
matters for which non-binding mediation is sought.

               22.3.2 Non-binding mediation hereunder shall be conducted by a mediator or
mediation program designated by PostNet in writing. PostNet shall make the designation within
a reasonable time after issuance of the request.

                22.3.3 Non-binding mediation hereunder shall be concluded within 60 days of the
issuance of the request, or such longer period as may be agreed upon by the parties in writing
(“mediation termination date”). All aspects of the mediation process shall be treated as
confidential, shall not be disclosed to others, and shall not be offered or admissible in any other
proceeding or legal action whatsoever. The parties shall bear their own costs of mediation, and
shall share equally in the cost of the mediator or mediation service.

        22.4 Except for any actions brought with respect to: (i) ownership or use of the
Proprietary Marks; (ii) issues concerning the alleged violations of federal or state antitrust laws;
(iii) securing injunctive relief or specific performance pursuant to Section 23.7 of this
Agreement; or (iv) the right to indemnification or the manner in which it is exercised, any claim
or controversy arising out of or related to this Agreement, or the making, performance, breach,
interpretation, or termination thereof, shall be finally settled by arbitration pursuant to the then-
prevailing Commercial Arbitration Rules of the American Arbitration Association or any
successor thereto, by one arbitrator appointed in accordance with such rules. Any award of the
arbitrator shall be in writing, shall state the reasons for the award (including any findings of fact
and conclusions of law) and shall explain the manner in which any awarded damages are
calculated. PostNet and Store Owner waive, to the fullest extent permitted by law, any right or
claim to any punitive or exemplary damages against the other, and agree that any award shall be
limited to the recovery of any actual damages sustained by them. The prevailing party also shall
be entitled to recover its expenses, including reasonable attorneys’ fees and accounting fees, in
addition to any other relief to which it is found entitled. All arbitration proceedings shall take
place in Henderson, Nevada, or, if PostNet’s principal place of business shall be at another
location at the time that mediation is sought, in the city of PostNet’s then principal place of
business. The arbitration award shall be binding upon the parties and may be entered and
enforced in any court of competent jurisdiction. Any arbitration proceeding shall be limited to
controversies between PostNet and Store Owner and shall not be expanded to include any other
Store Owner as a party, or include the adjudication of class action claims.

        22.5 To the extent that a judicial action is permitted by the Agreement, any such action
brought by Store Owner against PostNet shall be brought exclusively, and any such action
brought by PostNet against Store Owner may be brought, in the federal district court covering
the location at which PostNet has its principal place of business at the time the action is
commenced; provided, however, that if the federal court would not have subject matter
jurisdiction had the action been commenced in such court, then, in such event, the action shall
(with respect to actions commenced by Store Owner), and may (with respect to actions
commenced by PostNet), be brought in the state court within the judicial district in which
PostNet has its principal place of business at the time the action is commenced. The parties




Franchise Agreement/3621860v.7                  30                                       January 29, 2004
waive all questions of personal jurisdiction or venue for the purpose of carrying out this
provision.

        22.6 No right or remedy conferred upon or reserved to PostNet or Store Owner hereby
is intended to be, nor shall be deemed, exclusive of any other right or remedy herein or by law or
equity provided or permitted, but each shall be cumulative of every other right or remedy.

        22.7 Nothing in this Agreement shall bar PostNet’s right to seek injunctive relief
without the posting of any bond or security to obtain the entry of temporary and permanent
injunctions and orders of specific performance enforcing the provisions of this Agreement
relating to Store Owner’s obligations. PostNet also shall be able to seek injunctive relief to
prohibit any act or omission by Store Owner or its employees that constitutes a violation of any
applicable law, is dishonest or misleading to Store Owner’s customers or to the public, or which
may impair the goodwill associated with the Proprietary Marks; and Store Owner agrees to pay
all costs and reasonable attorneys’ fees incurred by PostNet in obtaining such relief.

        22.8 PostNet and Store Owner irrevocably waive trial by jury in any action,
proceeding, or counterclaim whether at law or in equity, brought by either of them against the
other, whether or not there are other parties in such action or proceeding. Any claim or
controversy arising out of or related to this Agreement, or the making, performance, breach,
interpretation, or termination thereof, brought by any party hereto against the other, shall be
commenced within one year from the occurrence of the facts giving rise to such claim or action,
or such claim or action shall be barred. PostNet and Store Owner hereby waive in any arbitration
or judicial action, to the fullest extent permitted by law, any right to or claim of any punitive or
exemplary damages against the other and agree that in the event of a dispute between them, each
shall be limited to the recovery of any actual damages sustained by it.

23.      ACKNOWLEDGMENTS

        23.1 Store Owner acknowledges that it has conducted an independent investigation of
the rights granted by this Agreement, recognizes that the business venture contemplated herein
involves business risks, and that its success will be largely dependent upon the ability of Store
Owner as an independent businessperson. PostNet expressly disclaims the making of, and Store
Owner acknowledges that it has not received, any representation, express or implied from any
agent or employee of PostNet, as to the prior, current, or potential sales, income, profits, or
success of the business venture contemplated by this Agreement or of any other Center.

         23.2 Store Owner acknowledges that it received a copy of the complete PostNet
International Franchise Corporation Franchise Agreement, and the attachments relating thereto,
if any, at least five business days prior to the Effective Date. Store Owner further acknowledges
that it received PostNet’s uniform franchise offering circular at least ten business days prior to
the Effective Date. Store Owner acknowledges that it has read and understands this Agreement,
the attachments hereto, if any, and that PostNet has accorded Store Owner ample time and
opportunity to consult with advisors of Store Owner’s own choosing about the potential benefits
and risks of entering into this Agreement.




Franchise Agreement/3621860v.7                 31                                       January 29, 2004
      IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement on the day and year first above written.

Address For Notices Pursuant to
Section 15.1 of This Agreement       Signatures

PostNet Address                      POSTNET INTERNATIONAL FRANCHISE
                                     CORPORATION
181 North Arroyo Grande Boulevard
Building A, Suite 100
Henderson, Nevada 89074              By:
Attn: Executive Vice President/COO
                                     Title:


Store Owner Address                  STORE OWNER



                                     By:


                                     Title:



                                     STORE OWNER


                                     By:

                                     Title:




Franchise Agreement/3621860v.7         32                               January 29, 2004
                                                                     Attachment A
                                                       to the Franchise Agreement

                                 PROTECTED TERRITORY




Franchise Agreement/3621860v.7            A-1                         January 29, 2004
                                                                               Attachment B
                                                                 to the Franchise Agreement

               CENTER DEVELOPMENT PACKAGE PROVIDED BY POSTNET

Customer Service Counter
A main customer service counter and two 45 degree angled counters. Two of the main service
modules include utility drawers, storage shelves, sliding shelves for POS CPU, and a purse
shelf/ledge plant on. All main service counter modules feature “floating top” design and are
laminated to match interior decor.

Work Stations
Modular work station situated behind main service counter, equipped with utility drawers and
enclosed storage compartments. Features “floating top” design and is laminated to match interior
decor.

Rolling Work Station
A custom designed mobile work station featuring “floating top” design and laminated to match
interior decor.

Copier Work Counter
Free standing fixture finished to match interior decor.

Computer Work Station
Fixture accommodates computer services rental station, flat screen monitor and keyboard and is
finished to match interior decor.

Computer Work Counter
Free standing fixture finished to match interior decor.

Merchandising “T” Units
Two custom designed merchandising units with brushed aluminum edges on casters finished to
match interior decor.

Convenience Counter
Free-standing convenience podium finished to match interior decor.

24-Hour Access Gate
Brushed aluminum scissors style gate and hardware to separate Mail box area from rest of Center
during closed hours. Sized per PostNet plans.

Custom Interior Departmental Signs
Four proprietary designed department signs including Mailboxes, Self/Full Serve Copies,
Supplies, and Digital Services.




Franchise Agreement/3621860v.7                    B-1                               January 29, 2004
PostNet Menu Sign
This large informational sign consists of 3 department panels and a logo plate. The overall
dimension of the menu when installed is over 9 ½ feet wide and 6 ½ feet high. The sign features
channels for pricing and a pricing kit.

Custom Wall Mural
Depending on store width a high impact 16-20 foot wall mural for the back wall of Center.

Custom Flooring
Commercial grade carpet tiles and ceramic tile entry as designated by plans.

Product Lighting
Brushed aluminum track lighting system to highlight the interior graphics of the store. Includes a
minimum of 8 tracks with 3 modern cans each.

Window Signs
Illuminated 18” X 30” product/service signs for store front windows. Includes hanging hardware.
"FAX & COPIES," "PACKING & SHIPPING", "INTERNET ACCESS", and PRIVATE
MAILBOXES.

Exterior Sign
The PostNet proprietary trademark exterior illuminated sign, manufactured and installed to
specifications of client's selected location.

Door Logo & ID Signage
The PostNet proprietary trademark and store hours on a self-adhesive decal for the front door
and related interior ID signage.

Muzak Sound System
Install the purchased and leased equipment needed to provide Muzak subscription music
programming services in accordance with the Music Service Agreement between Muzak and
Store Owner.

Slat wall Display
Color coordinated merchandising slat wall display board in all retail areas per plans.

Slat wall Hardware
Sufficient hardware to accommodate the retail plan-o-grams, to include six-inch peg hooks,
shelves, paper display shelves and other basket shelves.

Private Mailboxes
Brushed aluminum front load with approximately eighty five (85) openings, each fitted with a
heavy duty, non-corrosive lock.




Franchise Agreement/3621860v.7                 B-2                                       January 29, 2004
Packing Peanut Dispenser
Gravity feed flowable dispenser will hold 15 cu. ft. of expanded polystyrene loose fill. 6"
diameter flexaust wire reinforced tubing with machined scissors valve.

Free-standing Safe
Class 350, 1 hour, 350 fire rating; steel hard plate, protecting boltwork and relocking device; 3-
way locking bolts; S & G Group II lock with built-in relocking device, independent relocking
mechanism, metal Shearpoint handle. Deadbolts prevent door removal if hinges are removed.

PostNet Store Management System
This user friendly system is a fully integrated hardware and software system.

       Software:

       Point of Sale System
       This module allows full control at the cash register with full integration with other areas of
       the management system including the database, accounts receivable, and inventory.
       Reports include sales summary, cash reports, sales by clerk, sales by item, sales by
       category, sales by hour, sales by payment type, sales audit, and full archive reporting.

       Manifest System
       This full feature module fully supports UPS, U.S. Postal, and FedEx rates. Features include
       shopping screens, dim weight calculation, special service rating, and complete reporting
       capabilities.

       Customer Database
       The database includes a comprehensive section on customers and the customer's
       consignees. Complete sorting capabilities are also included as well as list printing and
       customer label printing.

       Inventory/Bar Coding
       Full inventory control and sales/profitability tracking is achieved easily with use of the
       inventory section. Integration allows for deletion of inventory items as they are sold at the
       point of sale. Reports include information on pricing, availability, physical inventory, and
       activity.

       Accounts Receivable
       Track commercial accounts and customer purchases with ease. Features include monthly
       statements, payment processing, and automatic aging.

       Mailbox Manager
       Keeps track of all mailbox rentals, billing and forwarding activities.




Franchise Agreement/3621860v.7                   B-3                                     January 29, 2004
       POS Front Counter System
          Hardware:
          • CPU – 2.6 Gig AMD Tower, 40 GIG HD, 512M RAM, 52x32x52x Read/Write
             CD, 56K Modem, 8 ports (3 parallel, 4 USB, 1 serial), Network Enabled, Mouse,
             Windows XP Pro
          • 15” Flat Screen Monitor
          • Cherry Keyboard
          • Surge Protector
          • HP Color Report Printer
          • Thermal Receipt Printer
          • Electronic Steel Cash Drawer
          • 150# Electronic Scale
          • Barcode Scanner
          • 1 Scale Cable, and 3 printer cables (1 USB, 2 parallel)
          • 5 Rolls Thermal Receipt Paper

             Software:
             • Windows XP Pro
             • ReSource WinPos
             • UPS WorldShip
             • Postal Explorer
             • Anti-Virus (including 1 year of updates)

       Backroom System
          Hardware:
          • CPU – 2.6 Gig AMD Tower, 40 GIG HD, 512M RAM, 52X CD, 56K Modem, 8
              ports (3 parallel, 4 USB, 1 serial), Network Enabled, Mouse, Windows XP Pro
          • 104 Key Keyboard
          • 17” Standard Monitor
          • Power Strip

             Software:
             • Windows XP Pro
             • ReSource WinPos as Client
             • UPS WorldShip as Client
             • NeoCom QuickBooks Interface
             • Intuit QuickBooks 2002
             • Anti-Virus

       Rental System
          Hardware:
          • CPU – 2.6 Gig AMD Tower, 40 GIG HD, 512M RAM, 52x32x52x Read/Write
               CD, 56K Modem, 6 ports (1 parallel, 4 USB, 1 serial), Network Enabled,
               Speakers, Mouse, Windows XP Pro
          • 17” LCD Flat Screen Monitor


Franchise Agreement/3621860v.7                 B-4                             January 29, 2004
             •    104 Key Keyboard
             •    Power Strip

             Software:
             • Windows XP Pro
             • Microsoft Office XP Professional
             • Adobe Photo Shop Elements 2.0
             • Anti-Virus

    Network
         •        Network hub 7-8 port with DSL router included
         •        (3) 15 ft network patch cables to go from each computer to wall jack
         •        (2) 25 ft network patch cables to go from each copier to wall jack
         •        Multi–machine License ReSource
         •        Complete setup and testing

Plain Paper Facsimile Machine
33.6 Modem Speed, 1 MB Standard Memory (60 pages), 20 page document feeder, 150 Sheet
Paper Tray capacity, automatic redial, 64 level gray scale, 18 one touch numbers, 82 auto dial
numbers, 3-second quick scan, automatic legal to letter reduction, standard printer interface and
software for Windows, scan to PDF, scan to e-mail, print resolution 600 dpi.

Laminator
A 12" pouch laminator, to include 100 each of business card, luggage tag, letter size and legal
size laminating pouches.

Digital Passport Photo/ID/Image Capture Camera
Able to produce high quality passport photos, ID photos, and capture images digitally for output
on special photo stock quickly and easily. Includes printing device, media, and related supplies.

Punch & Binder Starter Package
C-24 legal size punch and bind unit. Starting inventory of covers & binding combs.

UniBind System
Binding system designed for the SteelCover product line. Features two independent 1” binding
sections, this system will bind two 1” documents or eight 1/8” documents per minute. With no
holes to punch this design insures perfect document binding automatically. Includes starter
cover kit, workstation, sample kit, display, and Unibind signage.

Business Card Slitter
Extra workstation allows for scoring & perforating. Slits and cuts 8 1/2 x 11in card into 2 strips
of 3 1/2 x 11in in the first pass, then finishes the job by cutting the cards into 5 up 2 x 3 1/2in.
Fast and easy adjustment and setup. Adjustable Paper Guides. Pre-spaced Blades. Durable Semi-
Self Sharpening Blades. Off and On Feed Control. Friction Feed.




Franchise Agreement/3621860v.7                    B-5                                    January 29, 2004
Folding Machine
Automatic folder makes folding so easy, load it, set it and watch it work. A built-in
microcomputer eliminates tedious adjustments and counting. One touch of a button instantly sets
any of 6 std. folds. Other irregular folds can be set manually. Dependable 3-rollerfriction feed
provides precise folds. Fold table removes easily for compact storage. Features override setting if
you have odd size paper and program it for your size paper.

Padding Press
Heavy-duty clamp provides consistent pressure. Flip-up provides easy access to the lay edge of
the paper. Accommodates sheets up to 13in x 17 3/4in. Heavy-duty steel construction.

Table Top Paper Cutter
Includes all the heavy-duty features needed to cut large stacks of paper. Cuts a stack of paper up
to 12in wide and 1 1/2in thick. Safety blade latch prevents cutting until released. Adjustable
paper jogger. Positive clamp holds stack in place, eliminating shifting and tearing. Heavy-duty
wood base. Non-skid feet.

POSTNET 2003 Merchandising Program
This fully integrated program includes the most popular SKUs in the office product, and
packaging product lines and has been engineered to maximize retail sales in these categories.
Includes reorder tags, pricing labels, and plan-o-grams.

Packaging and Shipping Supplies
Assorted shipping boxes, tape, cushion mailers, bubble wrap for packaging service and retail
sales.

Start-up Paper Inventory
Initial inventory of production copy paper, flyer papers, transparencies and premium papers.

Specialty Packaging Trade Equipment and Supplies
Specialty packaging equipment includes XHD glue gun, scoring tool, box sizing tool, hot knife,
strapping kit, and related tape dispensers and box cutters. Starting inventory of labels, corner
kits, glass and dish packs, and protectors also included.

Greeting Card Inventory
High quality inventory of cards including 60 pockets of 6 cards each, slatwall display hardware,
and point of purchase signage.

POSTNET’S RESPONSIBILITIES

PostNet’s customary build-out is typically performed in an 800 - 1200 sq. ft. space (secured by
Franchisee) that meets the following specifications:

Vanilla Shell
Franchisee's unit is to be delivered to PostNet in “vanilla shell” condition. For the purpose of
this Attachment B, “vanilla shell” is outlined as follows:



Franchise Agreement/3621860v.7                 B-6                                     January 29, 2004
    • Finished interior walls ready for paint.
    • Finished ceiling
    • Finished floor (ready for floor covering)

Restroom facilities, renovation in the storage or receiving area, electrical outlets, telephone
lines, HVAC, lighting and/or sprinkler systems are not within the scope of PostNet’s
responsibilities.

Mailbox Structure
The mailbox structure will be built according to Franchisee's approved layout and finished
according to plan. The typical mailbox structure is approximately ten (10) feet long and three (3)
feet wide. Includes installation of 24-hour access gate.

Installation
Services include the installation of the main service counter modules, placement and
installation of packaging and equipment stations (hardware included), installation of the private
mailboxes, and placement of the convenience counters as called for in the plan.

Slatwall Installation
PostNet provides color coordinated 4’ x 8’ interior slatwall wall boards. The plan will call for
placement of slatwall around the perimeter of the location.

Interior Painting and Signage Installation
PostNet will paint all service and retail areas visible to the customer per PostNet specifications
and install the PostNet proprietary signage listed in this Exhibit.

Carpeting, Tile, and Base Molding
PostNet will provide carpet and installation of the carpet and base moldings from the service area
behind the counter through the retail area of the store and a tile entryway. PostNet does not
carpet the backroom, storage or receiving area, or any areas that would not be exposed to the
customer. Carpeting consists of commercial grade carpet tiles that are glued directly to the floor.
All carpeted areas will be finished with 4” vinyl base molding.

Electrical/Wiring
PostNet will provide the CAT5 cabling for the networking of the computers listed in this Exhibit
(or may opt to utilize a wireless network) and the speaker wiring for the sound system. All
electrical work is the Landlord or Store Owner’s responsibility.

Assignment of Warranties
PostNet will assign to Store Owner any warranties on equipment included as part of the
leasehold improvements provided by PostNet that may be provided by the equipment
manufacturer or vendor.




Franchise Agreement/3621860v.7                    B-7                                  January 29, 2004
Conformance with Laws and Codes
PostNet will provide all leasehold improvements in compliance with all local building laws and
regulations.

STORE OWNER’S RESPONSIBILITIES

Compliance with all State, County, and Municipal business licenses and applicable taxes and/or
fees.

Compliance with all State, County, and Municipal sales and/or use tax licenses.

Purchase of business liability and premises insurance.

Obtaining all building inspections and approvals, occupancy and/or construction permits, and
architectural drawings, if required in Franchisee's locale.

Applicable sign permit costs and final electrical connection to exterior sign.

Installation of track lighting in compliance with local codes.

Provision of electrical connection for track lighting and above-ceiling electrical outlets for neon
window signs.



Materials and/or equipment identified in this Attachment B may be substituted at the sole and
absolute discretion of PostNet with products of equal or greater value or performance.




                                                                          PostNet’s Initials: _____
                                                                     Store Owner’s Initials: _____




Franchise Agreement/3621860v.7                 B-8                                     January 29, 2004
                                                                                   Attachment C
                                                                     to the Franchise Agreement

                                        GUARANTEE


        As an inducement to POSTNET INTERNATIONAL FRANCHISE CORPORATION
(“PostNet”) to execute the Franchise Agreement with _______________________(“Store
Owner”) dated _____________________, 200__, and in consideration of PostNet executing the
Franchise Agreement and of the sum of One Dollar ($1.00) now paid by PostNet to Guarantors,
the receipt of which is hereby acknowledged, Guarantors jointly and severally agree as follows:

      1.     Guarantors shall pay or cause to be paid to PostNet all monies payable by Store
Owner under the Franchise Agreement on the date and in the manner required for payment.

       2.      Guarantors unconditionally guarantee full performance and discharge by Store
Owner of all the obligations of Store Owner under the Franchise Agreement on the date and
times and in the manner required.

        3.     Guarantors shall indemnify and save harmless PostNet and its affiliates, and their
respective shareholders, directors, employees, and agents, against and from all losses, damages,
costs, and expenses which PostNet and its affiliates may sustain, incur, or become liable for by
reason of:

              a.   Store Owner’s failure to pay the monies payable pursuant to the Franchise
Agreement or to do and perform any other act, matter, or thing required by the Franchise
Agreement; or

                b.     any action by PostNet to obtain performance by Store Owner of any act,
matter, or thing required by the Franchise Agreement.

        4.      PostNet shall not be obligated to proceed against Store Owner or exhaust any
security from Store Owner or pursue or exhaust any remedy, including any legal or equitable
relief against Store Owner, before proceeding to enforce the obligations of the Guarantors herein
set out, and the enforcement of such obligations may take place before, after, or
contemporaneously with, enforcement of any debt or obligation of Store Owner under the
Franchise Agreement.

       5.      Without affecting the Guarantors’ obligations under this Guarantee, PostNet,
without notice to the Guarantors, may extend, modify, or release any indebtedness or obligation
of Store Owner, or settle, adjust, or compromise any claims against Store Owner. Guarantors
waive notice of amendment of the Franchise Agreement and notice of demand for payment or
performance by Store Owner.

      6.     This Guarantee shall terminate upon the termination or expiration of the Franchise
Agreement, except that all obligations and liabilities of the Guarantors which arose from events



Franchise Agreement/3621860v.7                   C-1                                 January 29, 2004
which occurred on or before the effective date of such termination shall remain in full force and
effect until satisfied or discharged by the Store Owner or the Guarantors, and all covenants
which by their terms continue in force after the expiration or termination of the Franchise
Agreement shall remain in force according to their terms. Upon the death of an individual
Guarantor, the estate of such Guarantor shall be bound by this Guarantee, but only for defaults
and obligations hereunder existing at the time of death; and the obligations of any other
Guarantors will continue in full force and effect.

        7.      The provisions of Section 22 of the Franchise Agreement shall apply as to any
interpretation or enforcement of this Guarantee, and the provisions of Section 19 of the Franchise
Agreement shall apply to any notice to either party, except that notice to Guarantors shall be sent
to the address(es) set forth below beneath each Guarantor’s signature.

        IN WITNESS WHEREOF, each of the undersigned has signed this Guarantee as of the
date of the Franchise Agreement.


         GUARANTOR:                                         GUARANTOR:

         ______________________________              _______________________________
         Signature                                   Signature
         ______________________________              _______________________________
         Printed Name                                Printed Name
         ______________________________              _______________________________
         Street Address                              Street Address
         ______________________________              _______________________________
         City and State                              City and State


         Countersigned:

         POSTNET INTERNATIONAL FRANCHISE CORPORATION

         By: __________________________




Franchise Agreement/3621860v.7                 C-2                                     January 29, 2004
                                                                                  Attachment D
                                                                    to the Franchise Agreement

                     POSTNET INTERNATIONAL FRANCHISE CORPORATION

                     CONVERSION ADDENDUM FOR CONVERSION OWNERS


      THIS ADDENDUM is entered into on __________________________, 200__, by and
between    PostNet   International Franchise   Corporation    (“PostNet”),   and
____________________________________________________ (“Conversion Owner”).

                                       WITNESSETH:

       WHEREAS, Conversion Owner presently conducts a business which provides postal,
business, and communications products and services at the Approved Location (“Current
Business”);

      WHEREAS, PostNet and Conversion Owner have entered into a Franchise Agreement on
_______________________, 200__, (the “Agreement”) which they wish to modify by this
Addendum to provide for the conversion of the Current Business to a Center; and

      WHEREAS, all capitalized terms not otherwise defined in this Addendum shall have the
same meaning as in the Agreement.

         NOW, THEREFORE, the parties agree as follows:

1.       Construction of Leasehold Improvements

       1.1      Conversion Owner shall modify the Center premises in the manner set forth in
Exhibit 1, to conform to PostNet’s prototype plans and specifications.

       1.2     PostNet and Conversion Owner agree that time is of the essence in connection
with the construction of leasehold modifications. Conversion Owner shall complete such
modifications no later than 60 days from the execution of the Addendum. In the event that
Conversion Owner fails to complete modifications by such date, PostNet shall have the right to
terminate this Agreement in accordance with Section 13.3 of the Agreement.

        1.3    Upon completion of the modifications set forth in Exhibit 1, Conversion Owner
shall submit a written request to PostNet to conduct a final inspection of the Center premises
and, upon receipt of such request, PostNet shall promptly conduct a final inspection. Conversion
Owner shall not open the Center for business without PostNet’s written authorization.

       1.4    Conversion Owner may at its discretion continue to operate its Current Business
during construction of leasehold modifications but shall not identify itself as a PostNet Center




Franchise Agreement/3621860v.7               D-1                                    January 29, 2004
until receipt of PostNet’s written authorization to conduct business, as set forth in Section 1.3 of
this Addendum.

2.       Training

       2.1     Prior to the opening of the Center, Conversion Owner (or, if Conversion Owner is
a corporation or partnership, a principal of Conversion Owner acceptable to PostNet) may, but is
not required to attend the classroom training program for other new Store Owners. PostNet shall
provide training, instructors, a training manual, and other materials without charge. Conversion
Owner shall be responsible for any and all expenses incurred in connection with the training
program including, without limitation, the costs of transportation, lodging and other meals.

       2.2     Any reference in the Agreement to obligations by PostNet or Conversion Owner
with respect to an initial training program shall be null and void, and of no effect.

3.       Delay in Applicability of Conversion Owner Obligations

       3.1    Conversion Owner’s obligation to pay royalties and make expenditures and
contributions for advertising and promotion, as set forth in Sections 3.2 and 3.3 of the
Agreement, shall commence 30 days from the date of the Agreement.

4.       Deletions from the Agreement

       4.1     The following Sections of the Agreement shall be deleted in their entirety, and
have no force or effect:

                   3.1; 3.4, 4.1; 4.3; 4.7; 4.8; 4.10; 5.10, but only to the extent that it applies to
                   Conversion Owner’s current lease; 9.7; 13.4; 14.4; and 14.9.

5.       Additions to the Agreement

        5.1        The following Section 3.1 shall be inserted into the Agreement and made a part
thereof:

                   3.1     PostNet acknowledges receipt from Store Owner of an
                   initial franchise fee of ________________________________,
                   which payment shall be fully earned and non-refundable when
                   paid, in consideration of the administrative and other expenses
                   incurred by PostNet in entering into this Agreement, and for
                   PostNet’s lost or deferred opportunity to enter into this Agreement
                   with others.

6.       Integration

        6.1     This Addendum shall be considered an integral part of the Agreement between the
parties hereto, and the terms of this Addendum shall be controlling with respect to the subject



Franchise Agreement/3621860v.7                    D-2                                     January 29, 2004
matter hereof. Except as modified or supplemented by this Addendum, the terms of the
Agreement are hereby ratified and confirmed.

      IN WITNESS WHEREOF, the parties hereto have duly executed this Conversion
Addendum for Conversion Owners on the day and year first above written.


                                 POSTNET INTERNATIONAL FRANCHISE
                                 CORPORATION


                                 By:

                                 Title:



                                 CONVERSION OWNER


                                 By:

                                 Title:



                                 CONVERSION OWNER


                                 By:

                                 Title:




Franchise Agreement/3621860v.7            D-3                             January 29, 2004
                     POSTNET INTERNATIONAL FRANCHISE CORPORATION

                     CONVERSION ADDENDUM FOR CONVERSION OWNERS


                                        EXHIBIT 1

                                 Required Modifications To
                                    Leasehold Premises




                                                                 PostNet’s Initials: _____

                                                             Store Owner’s Initials: _____




Franchise Agreement/3621860v.7                                                 January 29, 2004
                                                                            EXHIBIT B
                                                                        TO FRANCHISE
                                                                   OFFERING CIRCULAR



                                        AREA FRANCHISE AGREEMENT




3621860 v7 Uniform Franchise Offering Circular                               January 29, 2004
                   POSTNET INTERNATIONAL FRANCHISE CORPORATION



                                      AREA FRANCHISE AGREEMENT




Area Franchise Agreement/3621860 v7                              January 29, 2004
                   POSTNET INTERNATIONAL FRANCHISE CORPORATION

                                         AREA FRANCHISE AGREEMENT

                                                   TABLE OF CONTENTS


                                                                                                                                       Page

         RECITALS ......................................................................................................................1
1.       GRANT............................................................................................................................1
2.       TERM ..............................................................................................................................2
3.       DUTIES OF POSTNET...................................................................................................3
4.       FEES AND COMPENSATION ......................................................................................4
5.       DUTIES OF AREA FRANCHISEE................................................................................5
6.       PROPRIETARY MARKS ...............................................................................................8
7.       CONFIDENTIAL INFORMATION ...............................................................................8
8.       ADVERTISING AND PROMOTION ............................................................................9
9.       INSURANCE...................................................................................................................9
10.      TRANSFER OF INTEREST ...........................................................................................10
11.      DEFAULT AND TERMINATION.................................................................................10
12.      OBLIGATIONS UPON TERMINATION OR EXPIRATION ......................................12
13.      INDEPENDENT CONTRACTOR AND INDEMNIFICATION ...................................12
14.      APPROVALS AND WAIVERS .....................................................................................13
15.      NOTICES.........................................................................................................................13
16.      ENTIRE AGREEMENT..................................................................................................13
17.      SEVERABILITY AND CONSTRUCTION ...................................................................13
18.      APPLICABLE LAW .......................................................................................................14


ATTACHMENT A - DEVELOPMENT SCHEDULE
ATTACHMENT B - TERRITORY




Area Franchise Agreement/3621860 v7                                                                                          January 29, 2004
                   POSTNET INTERNATIONAL FRANCHISE CORPORATION

                                      AREA FRANCHISE AGREEMENT


       THIS AREA FRANCHISE AGREEMENT (“Agreement”), made and entered into on
______________, 200__, (“Effective Date”) by and between PostNet International Franchise
Corporation, a Nevada corporation, with its principal place of business at 181 North Arroyo
Grande Boulevard, Building A, Suite 100, Henderson, Nevada 89074 (“PostNet”), and
_____________________________, a _____________________ with its principal place of
business at ____________________________________________________________________
(“Area Franchisee”).

                                             RECITALS:

        A.      PostNet, as the result of the expenditure of time, skill, effort, and money, has
developed, owns, and presently franchises a unique and distinctive system relating to the
establishment and operation of retail stores which provide business and consumer services and
products (“System”). Among the services and products typically offered are black and
white/color photocopying, digital photocopy and scanning, computer and Internet services,
printing and finishing services, overnight air express and ground shipping (domestic and
international), packaging services and supplies, private mailbox rentals, facsimile services,
notary public services, and office supplies. The System is identified by the mark POSTNET and
other PostNet-System related trade names, service marks, trademarks, logos, emblems, and
indicia of origin as are now designated, or may hereafter be designated by PostNet in writing, for
use in connection with the System (“Proprietary Marks”);

       B.     Area Franchisee desires to serve as an area franchisee of PostNet with the right to
promote the sale of franchises which operate under the System and Proprietary Marks
(“Franchises”) on behalf of PostNet, and the responsibility to train and provide start-up and
ongoing support and assistance to (“Servicing Responsibilities”), and to monitor the
performance of, certain Franchises (“Store Owners”); and

        C.    Area Franchisee understands and acknowledges the importance of ensuring that
all Store Owners serviced by Area Franchisee receive proper support and assistance, and fully
conform to PostNet’s System.

         NOW, THEREFORE, the parties agree as follows:

1.       GRANT

        1.1    PostNet grants to Area Franchisee, and Area Franchisee accepts, the following
rights and obligations:




Area Franchise Agreement/3621860 v7                                                   January 29, 2004
              1.1.1 to solicit, evaluate, and screen individuals and entities seeking to establish
and operate Franchises within the Territory (“Prospects”) under the terms of a franchise
agreement with PostNet (“Franchise Agreement”);

               1.1.2 to provide Servicing Responsibilities for, and to monitor the performance
of, certain Store Owners located within the area described in Attachment B (“Territory”); and

              1.1.3 to use the Proprietary Marks for the purposes of fulfilling Area
Franchisee’s obligations under this Agreement, subject to the limitations set forth in Section 6
hereof.

        1.2     Except as described in Section 1.3 of this Agreement, beginning upon Area
Franchisee’s completion of the training required under Section 5.1 hereof, and as long as this
Agreement remains in effect thereafter, PostNet shall neither itself, nor grant to another person or
entity the right to, solicit Prospects within the Territory, or perform Servicing Responsibilities to
or monitor the performance of Store Owners within the Territory.

        1.3     This Agreement shall not confer any rights or obligations on Area Franchisee with
respect to (i) Store Owners located outside the Territory; (ii) Store Owners who are Store
Owners prior to the Effective Date of this Agreement; (iii) franchisees of any other franchise
system with which PostNet or any PostNet affiliate may now or subsequently have any interest
or affiliation; (iv) businesses which convert to a Franchise except those solicited by Area
Franchisee pursuant to Section 1.1.1; or (v) Store Owners subject to the provisions of Section
5.11 of this Agreement.

       1.4   Through Area Franchisee’s efforts, as set forth in Section 1.1.1 hereof, at least a
minimum number of new Franchises shall be sold in the Territory, in accordance with the
development schedule (“Development Schedule”) attached hereto as Attachment A. In the
event Area Franchisee fails to timely meet the minimum sales requirements set forth in the
Development Schedule, this Agreement shall terminate in accordance with Section 11.2 hereof,
provided, however, that PostNet may, in its sole discretion (both without any obligation to do
so), extend the time period(s) in the Development Schedule, or otherwise modify the
Development Schedule.

2.       TERM

         2.1       The term of this Agreement shall be for 15 years from the Effective Date hereof.

       2.2     Area Franchisee may, at its option, renew this Agreement for two additional terms
of 15 years each, subject to the following conditions for each renewal:

               2.2.1 Area Franchisee shall give PostNet written notice of Area Franchisee’s
election to renew not more than twelve months and no fewer than six months prior to the end of
the then-current term;




Area Franchise Agreement/3621860v.7               2                                      January 29, 2004
               2.2.2 Area Franchisee shall not be in default of any provision of this Agreement,
including the Development Schedule, any amendment hereof or successor hereto, or any other
agreement between Area Franchisee and PostNet or its affiliates; and Area Franchisee shall have
substantially complied with all the terms and conditions of such agreements during the terms
thereof;

                2.2.3 Area Franchisee and PostNet shall agree on a development schedule
applicable to the renewal period, if any, which development schedule shall reasonably reflect the
growth of the market for Franchises in the Territory;

              2.2.4 Area Franchisee shall execute PostNet’s then-current form of area
franchise agreement, which agreement shall supersede this Agreement in all respects, and the
terms of which agreement may differ from the terms of this Agreement; and

                2.2.5        Area Franchisee shall pay a renewal fee of fifteen percent of the fee set
forth in Section 4.1.

3.       DUTIES OF POSTNET

        3.1     Within three months after the Effective Date, PostNet shall provide an initial
training program for Area Franchisee as described in Section 5.1 hereof. All training shall be
provided at the times and locations reasonably determined by PostNet and shall be subject to the
terms set forth in Section 5.1.

       3.2      PostNet shall collect all fees from each Store Owner in the Territory, as required
under the terms of its respective Franchise Agreement, and thereafter distribute to Area
Franchisee its share of the fees, as provided in Section 4 hereof.

         3.3       PostNet shall provide Area Franchisee, on loan:

                3.3.1 PostNet’s guidelines for screening Prospects, which guidelines shall
include PostNet’s then-current standards for new Store Owners, and which may include, without
limitation, PostNet’s standards concerning education, professional, managerial, business,
financial, and other qualifications;

                   3.3.2     any forms required for reporting details concerning Prospects to PostNet;

                   3.3.3     advertising materials for purposes of promoting the sale of Franchises;

                3.3.4 one copy of PostNet’s Area Franchise manual (which, in PostNet’s sole
discretion, may be in a written or electronic format or a combination thereof), and such other
manuals or materials as PostNet may develop which are germane to Area Franchisee’s
responsibilities under this Agreement (collectively, “Area Franchise Manual”). PostNet shall
have the right to periodically modify the Area Franchise Manual.




Area Franchise Agreement/3621860v.7                  3                                      January 29, 2004
        3.4      PostNet shall promptly refer to Area Franchisee any inquiry it may receive
regarding the establishment of a Franchise in the Territory. PostNet shall also promptly process
all referrals of Prospects forwarded by Area Franchisee and shall not unreasonably withhold its
approval of any Prospect, provided such Prospect meets PostNet’s then-current standards. Area
Franchisee acknowledges, however, that PostNet’s decision to execute a Franchise Agreement
with any Prospect shall be at PostNet’s sole discretion.

       3.5    At the times and utilizing the methods that PostNet deems reasonable, PostNet
shall have the right to monitor Area Franchisee’s performance of its promotional rights and
Servicing Responsibilities.

4.       FEES AND COMPENSATION

       4.1     In consideration of the rights granted herein, Area Franchisee has paid to PostNet
a fee of _______________ Dollars ($__________), receipt of which is hereby acknowledged,
which is fully earned and non-refundable in consideration of administrative and other expenses
incurred by PostNet in entering into this Agreement and for PostNet’s lost or deferred
opportunity to enter into this Agreement with others.

        4.2    Beginning upon Area Franchisee’s completion of the training required under
Section 5.1 hereof, and as long as this Agreement remains in effect thereafter, PostNet shall pay
Area Franchisee a fee equal to fifty percent of each initial franchise fee paid to PostNet under
each Franchise Agreement executed for a Franchise to be established in the Territory. PostNet
shall pay each such fee within 30 days after the opening of each such Franchise.

       4.3     Beginning upon Area Franchisee’s completion of the training required under
Section 5.1 hereof, and as long as this Agreement remains in effect thereafter, PostNet shall pay
Area Franchisee fifty percent of the royalty fees, as defined in each Franchise Agreement, paid
by Store Owners in the Territory for whom Area Franchisee provides Servicing Responsibilities.

        4.4    PostNet shall collect royalty fees directly from Store Owners, and provide Area
Franchisee with a quarterly report by the twentieth day of February, May, August, and
November each year on the amounts collected during the preceding quarter, along with the
payments due Area Franchisee from such amounts. PostNet shall have sole discretion as to the
terms and conditions of collections. Any deferred payments from Store Owners shall not
become payable to Area Franchisee by PostNet unless and until such fees have been collected by
PostNet. In the event PostNet refunds amounts collected from Store Owners or if Area
Franchisee for any reason owes money to PostNet, PostNet shall have the right, as it deems
appropriate, to set-off the amount due from any monies owed to Area Franchisee, or to require
Area Franchisee to pay the monies due to PostNet prior to PostNet’s payment to Area
Franchisee. PostNet shall have no liability to Area Franchisee for payments pursuant to this
Section 4.4 in the event that any Store Owner, for any reason, fails to pay any monies owed to
PostNet. Area Franchisee shall have the right, upon reasonable advance notice to PostNet, to
inspect at PostNet’s principal place of business, copies of all PostNet records reflecting receipt of
payments from Store Owners covered by Sections 4.2 and 4.3.




Area Franchise Agreement/3621860v.7             4                                        January 29, 2004
        4.5    In the event that Area Franchisee fails to correct any deficiencies in fulfilling its
Servicing Responsibilities to any Store Owner(s) in accordance with a written notice from
PostNet pursuant to Section 5.3.6, then PostNet shall have the right (but not the obligation), with
respect to any such Store Owner(s) and in lieu of terminating this Agreement pursuant to Section
11.2.7, to assume itself or delegate to a third party all future Servicing Responsibilities. Area
Franchisee shall not receive a percentage of any Store Owner(s)’ royalty payments pursuant to
Section 4.4 whose Servicing Responsibilities has been transferred pursuant to this Section.

5.       DUTIES OF AREA FRANCHISEE

        5.1    Prior to exercising its rights and obligations set forth in Section 1.1 hereof, Area
Franchisee (or, if Area Franchisee is a corporation or partnership, a principal thereof) and, at
Area Franchisee’s discretion, up to two of its employees, shall attend and complete, to PostNet’s
satisfaction, PostNet’s training program for area franchisees. Area Franchisee shall attend
PostNet’s annual certification training program each year for the purposes of becoming certified
in PostNet’s then-current training necessary for Store Owners. Area Franchisee, and those
employees of Area Franchisee as PostNet may reasonably designate, also shall attend and
complete, to PostNet’s satisfaction, such other training programs as PostNet may reasonably
require from time to time. All such training shall be held in Henderson, Nevada, or such other
place that PostNet shall designate, at times that PostNet shall designate. For all training
programs, PostNet shall pay only for the instructors, training facilities, and training materials;
and Area Franchisee shall pay for all other expenses incurred by Area Franchisee and its
employees, including, without limitation, the costs of travel, food, lodging and wages.

         5.2       In promoting Franchises, Area Franchisee shall:

                5.2.1 advertise the System through sales presentations and other means (such as
local seminars and franchise expositions, and local newspapers). Area Franchisee shall spend a
minimum of $__________ per month on System advertising, and submit such reports as PostNet
shall specify to identify the advertising activities and expenditures;

               5.2.2 represent the System accurately, and make no representations or omissions
that contradict the terms and conditions of PostNet’s Franchise Agreements, franchise offering
circular (“UFOC”), or related documents;

               5.2.3 refer to PostNet any inquiries from individuals or entities regarding the
establishment of Franchises outside of the Territory;

              5.2.4 answer all inquiries of Prospects and provide Prospects, as and when
requested by PostNet, with a copy of the UFOC and other documents that PostNet may require;

              5.2.5 conduct initial screening of Prospects according to the standards set by
PostNet pursuant to Section 3 hereof;




Area Franchise Agreement/3621860v.7              5                                      January 29, 2004
               5.2.6 recommend promptly to PostNet those Prospects whom Area Franchisee
deems qualified by submitting to PostNet such reports and other documentation in the form
prescribed by PostNet;

               5.2.7 respond to requests from PostNet for clarification and/or additional
information regarding any Prospect;

              5.2.8 prepare and maintain a written report in the form prescribed by PostNet
for each Prospect referred to PostNet, which reports shall be made available to PostNet upon
request; and

                5.2.9 comply at all times with all applicable federal, state, and local laws and
regulations affecting the promotion and sale of Franchises in the Territory, including, without
limitation, those relating to registration and disclosure of relevant franchise information and
unfair trade or business practices.

         5.3       In discharging its Servicing Responsibilities, Area Franchisee shall:

               5.3.1 provide site selection counseling and assistance, on-site inspections, site
evaluations, and site recommendations, with final approval for Franchise sites to come from
PostNet;

             5.3.2 assist PostNet, as it may reasonably request, in PostNet’s provision of its
Center Development Package to a Store Owner’s premises;

              5.3.3 provide grand opening assistance, and other opening assistance in the
manner and form designated by PostNet;

               5.3.4 establish a training center on the premises of the Area Franchisee’s Center
for Store Owners and offer therefrom initial and on-going training programs to Store Owners
located in the Territory, which training center and training programs shall conform to the
standards and specifications established and modified by PostNet from time to time in the Area
Franchise Manual or otherwise in writing, and which shall include such other required and
optional training programs, seminars, and workshops as PostNet may from time to time deem
necessary and appropriate;

               5.3.5 provide such periodic and continuing assistance to the Store Owner as the
Store Owner may reasonably request or as PostNet may reasonably direct or as PostNet may be
obligated to provide to a Store Owner pursuant to a Franchise Agreement. Area Franchisee
acknowledges and agrees that it has reviewed the current form of Franchise Agreement and
understands that PostNet may periodically revise its Franchise Agreement, and Area Franchisee
agrees to provide to Store Owners, at PostNet’s request, any services as may be required under
any form of Franchise Agreement; and

               5.3.6 Area Franchisee shall correct all deficiencies in fulfilling its Servicing
Responsibilities to any Store Owner(s) as may be specified by PostNet in a written notice sent to



Area Franchise Agreement/3621860v.7                6                                       January 29, 2004
Area Franchisee. The notice shall specify the deficiencies, the Store Owner(s) affected, and the
time frame for correcting such deficiencies, which time frame shall not exceed 30 days.

        5.4     In monitoring the performance of Franchises, Area Franchisee shall visit each
Store Owner at least once every three months during the term of the Franchise and any renewals
thereof, in order to provide continuing assistance to the Store Owner and to verify compliance by
each Store Owner with PostNet’s standards and specifications, and all applicable laws, rules,
regulations and procedures. Area Franchisee shall furnish reports to PostNet on such forms, and
containing such information, as PostNet may reasonably request, with respect to each visit and
any necessary follow-up visits to verify the correction of deficiencies.

       5.5    If requested by PostNet, Area Franchisee shall develop specific marketing
programs for Store Owners, using material provided or approved by PostNet.

        5.6   Area Franchisee will assist PostNet in the collection of delinquent accounts and
royalty payments.

        5.7    Area Franchisee shall from time to time, but no less frequently than two times a
year, conduct a meeting of all Store Owners in the Territory, for the purpose of describing new
products and services, training, and general networking.

         5.8    Except as provided in Section 4 of this Agreement, Area Franchisee shall not,
itself or through or in association with any third party, directly or indirectly collect any money or
other thing of value from a Prospect, a Store Owner, or a third party (such as, but not limited to,
consideration of any kind furnished by a third party to Area Franchisee or its designee based
upon or resulting from payment by a Prospect or Store Owner to such third party) which is in any
way related to (i) the services to be provided by Area Franchisee pursuant to this Agreement; or
(ii) the establishment and/or operation of a PostNet Center by a Store Owner pursuant to a
Franchise Agreement (such as, but not limited to, purchases or leases of real and/or personal
property).

        5.9    Area Franchisee, at its expense, shall purchase or lease, and thereafter maintain,
such computer hardware (including laptops), software, and firmware, required dedicated
telephone and power lines, modem(s), printer(s), and other computer-related accessories or
peripheral equipment as PostNet specifies in the Area Franchise Manual or otherwise in writing.
Area Franchisee’s computer systems shall have the capacity to electronically exchange
information, messages, and other data with other computers, by such means (including but not
limited to the Internet), and using such protocols (e.g., TCP/IP), as PostNet may reasonably
prescribe in the Area Franchise Manual or otherwise in writing. PostNet shall have the right
from time to time and at any time to retrieve data and information from Area Franchisee’s
computer system and use it for any purpose both during and after the term of this Agreement.
Area Franchisee shall keep its computer system in good maintenance and repair and, at its
expense, shall promptly install such additions, changes, modifications, substitutions, and/or
replacements to the computer hardware, software, firmware, telephone and power lines, and
other computer-related facilities, as PostNet directs. Area Franchisee shall not update, modify,
enhance, or upgrade any computer hardware or software without PostNet’s prior written consent.



Area Franchise Agreement/3621860v.7             7                                        January 29, 2004
      5.10 Area Franchisee shall not establish any computer website including Internet and
World Wide Web home pages, without PostNet’s prior written approval. Any website must
comply with standards specified in the Area Franchise Manual or otherwise in writing. PostNet
may require that Area Franchisee establish its website as part of any website established by
PostNet.

       5.11 Area Franchisee shall not provide any Servicing Responsibilities to, nor shall it
have the right to receive any payments pursuant to Section 4.3 hereof with respect to, any Store
Owner with whom Area Franchisee or any of its officers, directors, members, partners, or
shareholders have any legal or equitable ownership interest.

       5.12 Area Franchisee shall, at all times during the term of this Agreement, own and
operate a PostNet Center. “Own” shall mean that Area Franchisee possesses at least a 51% legal
and equitable interest in a PostNet franchisee; “operate” shall mean that Area Franchisee is
personally present at the Center owned by Area Franchisee for a minimum of 60 hours each
month.

6.       PROPRIETARY MARKS

        6.1   Area Franchisee shall have the right to use the Proprietary Marks only for the
limited purposes of soliciting Prospects and advising current Store Owners that it is performing,
on behalf of PostNet, some of PostNet’s obligations to the Store Owner pursuant to terms of the
Area Franchise Agreement between PostNet and the Store Owner. Area Franchisee’s use of the
Proprietary Marks shall be limited to the terms of Section 8 hereof.

        6.2    Any and all goodwill arising from Area Franchisee’s use of the Proprietary Marks
in the manner authorized in Section 6.1 shall inure solely and exclusively to the benefit of
PostNet and, upon expiration or termination of this Agreement, no monetary amount shall be
assigned as attributable to any goodwill associated with Area Franchisee’s performance of its
obligations hereunder.

7.       CONFIDENTIAL INFORMATION

       7.1     Area Franchisee shall not, during or after the term of this Agreement,
communicate, divulge, or use for the benefit of any other person, partnership, association, or
corporation, any confidential information, knowledge, or know-how concerning PostNet, its
guidelines for franchisee qualifications, the System, or the franchises granted by PostNet which
Area Franchisee may be apprised, by virtue of Area Franchisee’s operation under the terms of
this Agreement. Area Franchisee shall divulge such confidential information only to such
employees as must have access to it in order to perform their employment responsibilities. Any
and all information, knowledge, know-how, and techniques which PostNet designates as
confidential shall be deemed confidential for purposes of this Agreement unless and until Area
Franchisee shall demonstrate that the information has become public knowledge.




Area Franchise Agreement/3621860v.7           8                                      January 29, 2004
        7.2     Area Franchisee acknowledges that any failure to comply with the requirements
of this Section 7 will cause PostNet irreparable injury for which no adequate remedy at law may
be available, and Area Franchisee agrees that PostNet may seek, and Area Franchisee agrees to
pay, all court costs and reasonable attorneys’ fees incurred by PostNet in obtaining, without
posting a bond, an ex parte order for injunctive or other legal or equitable relief with respect to
the requirements of this Section 7.

        7.3     At PostNet’s request, Area Franchisee shall require anyone who may have access
to confidential information to execute covenants that they shall maintain the confidentiality of
information they receive in connection with their association with Area Franchisee. Such
covenants shall be in a form satisfactory to PostNet including, without limitation, specific
identification of PostNet as a third party beneficiary of such covenants with the independent right
to enforce them.

       7.4     Area Franchisee shall at all times treat the Area Franchise Manual, and the
information contained therein, as confidential, and shall use all reasonable efforts to maintain
such information as secret and confidential. Area Franchisee shall not at any time copy,
duplicate, record, or otherwise reproduce the foregoing materials, in whole or in part, nor
otherwise make the Area Franchise Manual available to any unauthorized person. The Area
Franchise Manual shall at all times remain the sole property of PostNet.

8.       ADVERTISING AND PROMOTION

        8.1     All advertising and promotion by Area Franchisee shall be conducted in a
dignified manner, conform to such standards as PostNet shall establish in the Area Franchise
Manual or otherwise in writing, and not be used without PostNet’s prior approval. Area
Franchisee shall submit to PostNet (in the manner prescribed in Section 15.1) samples of all
advertising and promotional plans and materials prior to their use, and may commence use of
such plans or materials seven days after PostNet’s receipt unless, prior thereto, PostNet shall
have furnished written notice to Area Franchisee prohibiting such use. PostNet also shall have
the right at any time after Area Franchisee commences use of such material to prohibit further
use, effective immediately upon receipt of written notice by Area Franchisee.

9.       INSURANCE

        9.1    Area Franchisee shall maintain in full force and effect at all times during the term
of this Agreement, at Area Franchisee’s expense, an insurance policy or policies protecting Area
Franchisee, PostNet and its affiliates, and their respective shareholders, directors, employees, and
agents against any demand or claim with respect to personal and bodily injury, death, or property
damage, or any loss, liability, or expense whatsoever arising or in connection with the operation
of Area Franchisee’s business. Such policy or policies shall: (i) be written by insurer(s)
acceptable to PostNet; (ii) name PostNet and its shareholders, directors, employees, and agents,
as additional insureds with primary non-contributory coverage; (iii) comply with the
requirements prescribed by PostNet at the time such policies are obtained; (iv) provide at least
the types and minimum amounts of coverage specified by PostNet in writing; and (v) contain a




Area Franchise Agreement/3621860v.7            9                                        January 29, 2004
waiver by Area Franchisee and its insurers of their subrogation rights against PostNet and its
affiliates, and their respective shareholders, directors, employees and agents.

        9.2     At least ten days prior to the time any insurance is first required to be carried by
Area Franchisee, and thereafter at least thirty days prior to the expiration of any policy, Area
Franchisee shall deliver to PostNet Certificates of Insurance evidencing the proper types and
minimum amounts of coverage. All Certificates shall expressly provide that no less than thirty
days’ prior written notice shall be given PostNet in the event of material alteration to or
cancellation or non-renewal of the coverages evidenced by such Certificates. Certificates
evidencing the insurance required by this Section 9 shall name PostNet and its affiliates, and
their respective shareholders, directors, employees, and agents, as additional insureds, and shall
expressly provide that any interest of each shall not be affected by any breach by Area
Franchisee of any policy provisions for which such Certificates evidence coverage.

10.      TRANSFER OF INTEREST

        10.1 Area Franchisee shall not transfer or assign all or any part of its rights or
obligations under this Agreement to any person or legal entity without PostNet’s prior written
consent, which consent may be denied, with or without cause, by PostNet in its sole and absolute
discretion.

        10.2 PostNet shall have the right to transfer or assign all or any part of its rights or
obligations under this Agreement to any person or legal entity. With respect to any assignment
which results in the subsequent performance by the assignee of all of PostNet’s obligations under
this Agreement, the assignee shall expressly assume and agree to perform such obligations, and
shall become solely responsible for all obligations of PostNet under this Agreement from the
date of assignment. In addition, and without limitation to the foregoing, Area Franchisee
expressly affirms and agrees that PostNet may sell its assets, its Proprietary Marks, or its System;
may sell its securities in a public offering or in a private placement; may permit and participate
in any transfer or distribution of its securities in connection with a spin-off; may merge, acquire
other corporations, or be acquired by another corporation; and may undertake a refinancing,
recapitalization, leveraged buy-out, or other economic or financial reorganization or
restructuring.

         10.3 Neither Area Franchisee nor any of its affiliates shall sell or assign any (i) assets
of a PostNet Center; (ii) ownership interest in any business which operates a PostNet Center; or
(iii) any Franchise Agreement, unless in any such instance, the Center to be affected by the sale
or assignment has been open for at least one year.

11.      DEFAULT AND TERMINATION

       11.1 Area Franchisee shall be in default under this Agreement, and all rights granted
herein shall automatically terminate without notice to Area Franchisee, if Area Franchisee
attempts to assign this Agreement, or if Area Franchisee shall become insolvent or makes a
general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Area
Franchisee or such a petition is filed against and not opposed by Area Franchisee; or if Area



Area Franchise Agreement/3621860v.7            10                                       January 29, 2004
Franchisee is adjudicated a bankrupt or insolvent; or if a bill in equity or other proceeding for the
appointment of a receiver of Area Franchisee or other custodian for Area Franchisee’s business
or assets is filed and consented to by Area Franchisee; or if a receiver or other custodian
(permanent or temporary) of Area Franchisee’s assets or property, or any part thereof, is
appointed by any court of competent jurisdiction; or if proceedings for a composition with
creditors under any state or federal law should be instituted by or against Area Franchisee; or if a
final judgment remains unsatisfied or of record for thirty days or longer (unless a supersedeas
bond is filed); or if Area Franchisee is dissolved; or if execution is levied against Area
Franchisee’s business or property; or if suit to foreclose any lien or mortgage against Area
Franchisee’s business premises or equipment is instituted against Area Franchisee and not
dismissed within thirty days; or if the real or personal property of Area Franchisee shall be sold
after levy thereupon by any sheriff, marshal, or constable.

       11.2 Area Franchisee shall be deemed to be in default and PostNet may, at its option,
terminate this Agreement and all rights granted hereunder, without affording Area Franchisee
any opportunity to cure the default, effective immediately upon receipt of notice by Area
Franchisee, upon the occurrence of any of the following events:

                11.2.1 If Area Franchisee (or an officer, director, shareholder or partner of Area
Franchisee) is convicted of a felony, a crime or offense involving moral turpitude, or engages in
conduct that, in PostNet’s reasonable judgment, is morally offensive to community standards and
is reasonably likely to have an adverse effect on the System, the Proprietary Marks, the goodwill
associated therewith, or PostNet’s interest therein;

              11.2.2 If Area Franchisee, after curing a default pursuant to Section 11.3 hereof,
commits the same default again, whether or not cured after notice;

                11.2.3 If Area Franchisee repeatedly is in default under Section 11.3 hereof for
failure to comply substantially with any of the requirements imposed by this Agreement, whether
or not cured after notice;

              11.2.4 If Area Franchisee assigns or transfers any of its rights or obligations
under this Agreement without PostNet’s prior written consent, in violation of Section 10.1 or
attempts to make a transfer in violation of Section 10.3;

               11.2.5 If Area Franchisee or any affiliate of Area Franchisee commits any act of
default under a Franchise Agreement with PostNet for which such agreement is terminated;


               11.2.6 Unless PostNet chooses to exercise its right pursuant to Section 4.5 to
transfer Servicing Responsibilities, if Area Franchisee fails to correct all deficiencies in fulfilling
Servicing responsibilities to a Store Owner in accordance with the procedures described in
Section 5.3.6; or

               11.2.7 If Area Franchisee ceases to own and operate its franchised Center, in
violation of Section 5.12.



Area Franchise Agreement/3621860v.7              11                                       January 29, 2004
        11.3 Except as provided in Sections 11.1 and 11.2, and of this Agreement, Area
Franchisee shall have thirty days after its receipt from PostNet of a notice of termination within
which to remedy any default hereunder and provide evidence thereof to PostNet. If any such
default is not cured within that time, this Agreement shall terminate without further notice to
Area Franchisee, effective immediately upon the expiration of the thirty day period. Area
Franchisee shall be in default hereunder for any failure to comply substantially with any of the
requirements imposed by this Agreement, or to carry out the terms of this Agreement in good
faith.

12.      OBLIGATIONS UPON TERMINATION OR EXPIRATION

       12.1 Upon termination or expiration, this Agreement and all rights granted hereunder
to Area Franchisee shall forthwith terminate, and:

               12.1.1 Area Franchisee shall immediately cease to perform any promotional
rights, Servicing Responsibilities, and monitoring responsibilities, and shall not be entitled to
receive any further fees or compensation pursuant to Section 4 hereof,

              12.1.2 Area Franchisee shall pay to PostNet all damages, costs, and expenses,
including reasonable attorneys’ fees and expenses, incurred by PostNet subsequent to the
termination or expiration of this Agreement in obtaining injunctive or other relief for the
enforcement of any provisions of this Section 12; and

                12.1.3 Area Franchisee shall immediately turn over to PostNet all advertising and
promotional materials, the Area Franchise Manual, records, files, instructions, correspondence,
brochures, forms, agreements, and any and all other materials and all copies thereof in Area
Franchisee’s possession related to PostNet’s business, and shall otherwise cease to represent
itself to the public as a current or former PostNet Area Franchisee.

13.      INDEPENDENT CONTRACTOR AND INDEMNIFICATION

        13.1 The parties intend that their relationships with each other shall be as independent
contractors. Each party shall be solely responsible for fulfilling its obligations under this
Agreement and neither party shall constitute, appoint, or consider the other as its agent,
employee or servant for any purpose whatsoever. Neither PostNet nor Area Franchisee shall
have any right or authority to assume or create any obligation, express or implied, on behalf of or
in the name of the other, or to bind the other in any manner whatsoever.

       13.2 Area Franchisee shall indemnify and hold PostNet, and its shareholders, directors,
employees and agents, harmless against any and all claims, losses, costs, expenses, liabilities,
and damages arising directly or indirectly from, as a result of, or in connection with the
performance by Area Franchisee and its employees and all persons acting on its behalf, of Area
Franchisee’s obligations and undertakings pursuant to this Agreement, or otherwise in
connection with the offer and sale of Franchises, as well as the costs, including attorneys’ fees,
of defending against them.



Area Franchise Agreement/3621860v.7            12                                      January 29, 2004
14.      APPROVALS AND WAIVERS

        14.1 No delay, waiver, omission, or forbearance on the part of PostNet to exercise any
right, option, duty, or power arising out of this Agreement against Area Franchisee or any other
area franchisee, or any breach or default by Area Franchisee or any other area franchisee, under
any of the terms or conditions of this Agreement or any other area franchise agreement, and no
custom or practice by the parties at variance with the terms hereof, shall constitute a waiver by
PostNet to enforce any such right, option, duty, or power as against Area Franchisee, or as to any
subsequent breach or default by Area Franchisee.

15.      NOTICES

        15.1 Any and all notices required or permitted under this Agreement shall be in writing
and shall be personally delivered, sent by telecopier, mailed by certified mail, return receipt
requested, or dispatched by overnight delivery envelope, to the respective parties at the addresses
set forth on the signature page of this Agreement unless and until a different address has been
designated by written notice to the other party. Notices shall be deemed to have been received as
follows: by personal delivery or telecopier -- at the time of delivery; by overnight delivery
service -- on the next business day following the date on which the Notice was given to the
overnight delivery service; certified mail -- three days after the date of mailing.

16.      ENTIRE AGREEMENT

        16.1 This Agreement and the documents referred to herein constitute the entire, full,
and complete Agreement between PostNet and Area Franchisee concerning the subject matter
hereof, and supersede all prior agreements. No amendment, change, or variance from this
Agreement shall be binding on either party unless mutually agreed to by the parties and executed
by their authorized officers or agents in writing.

17.      SEVERABILITY AND CONSTRUCTION

        17.1 Except as expressly provided to the contrary herein, each portion, section, part,
term, and/or provision hereof shall be considered severable; and if, for any reason, any portion,
section, part, term, and/or provision herein is determined to be invalid and contrary to, or in
conflict with, any existing or future law or regulation by a court or agency having valid
jurisdiction, such shall not impair the operation of, or have any other effect upon, such other
portions, sections, parts, terms, and/or provisions hereof as may remain otherwise intelligible;
and the latter shall continue to be given full force and effect and bind the parties hereto; and the
invalid portions, sections, parts, terms, and/or provisions shall be deemed not to be a part hereof.

        17.2 Any provision or covenant of this Agreement which expressly or by its nature
imposes obligations beyond the expiration or termination of this Agreement shall survive such
expiration or termination.




Area Franchise Agreement/3621860v.7            13                                       January 29, 2004
18.      APPLICABLE LAW

        18.1 This Agreement takes effect upon its acceptance and execution by PostNet in
Nevada, and any claim or controversy arising out of or related to this Agreement, or the making,
performance, breach, interpretation, or termination thereof, shall be interpreted and construed
exclusively under the laws of Nevada. In the event of any conflict of law, the laws of Nevada
shall prevail, without regard to the application of Nevada conflict of law rules. If, however, any
provision of this Agreement would not be enforceable under the laws of Nevada, and if the
Territory is located outside of Nevada and such provision would be enforceable under the laws
of the state in which the Territory is located, then such provision shall be interpreted and
construed under the laws of that state. Nothing in this Section 18.1 is intended by the parties to
subject this Agreement to any franchise or similar law, rule, or regulation of the State of Nevada
to which it would not otherwise be subject.

         18.2 Except as otherwise provided in this Agreement, any claim or controversy arising
out of or related to this Agreement, or the making, performance, breach, interpretation, or
termination thereof, except for any actions brought with respect to: (i) ownership or use of the
Proprietary Marks; (ii) issues concerning the alleged violations of federal or state antitrust laws;
(iii) securing injunctive relief pursuant to Section 18.7 of this Agreement; or (iv) the right to
indemnification or the manner in which it is exercised, shall first be subject to non-binding
mediation in Henderson, Nevada, or if PostNet’s principal place of business shall be at another
location at the time that mediation is sought, in the city of PostNet’s then principal place of
business. Mediation shall not defer or suspend PostNet’s exercise of any termination right under
Section 11.

        18.3 No arbitration or litigation may be commenced on any claim which is subject to
mediation under Section 18.2 prior to the mediation termination date, as defined in Section
18.3.3, whether or not the mediation has been commenced. Mediation under this Section 18.3 is
not intended to alter or suspend the rights or obligations of the parties under this Agreement or to
determine the validity or effect of any provision of this Agreement, but is intended to furnish the
parties an opportunity to resolve disputes amicably, expeditiously and in a cost-effective manner
on mutually acceptable terms.

               18.3.1 The non-binding mediation provided for hereunder shall be commenced
by the party requesting mediation giving written notice of the request for mediation to the party
with whom mediation is sought. The request shall specify with reasonable particularity the
matters for which non-binding mediation is sought.

               18.3.2 Non-binding mediation hereunder shall be conducted by a mediator or
mediation program designated by PostNet in writing. PostNet shall make the designation within
a reasonable time after issuance of the request.

                18.3.3 Non-binding mediation hereunder shall be concluded within 60 days of the
issuance of the request, or such longer period as may be agreed upon by the parties in writing
(“mediation termination date”). All aspects of the mediation process shall be treated as
confidential, shall not be disclosed to others, and shall not be offered or admissible in any other



Area Franchise Agreement/3621860v.7            14                                       January 29, 2004
proceeding or legal action whatsoever. The parties shall bear their own costs of mediation, and
shall share equally in the cost of the mediator or mediation service.

        18.4 Except for any actions brought with respect to: (i) ownership or use of the
Proprietary Marks; (ii) issues concerning the alleged violations of federal or state antitrust laws;
or (iii) securing injunctive relief or specific performance pursuant to Section 18.7 of this
Agreement; or (vi) the right of indemnification or the manner in which it is executed, any claim
or controversy arising out of or related to this Agreement, or the making, performance, breach,
interpretation, or termination thereof, shall be finally settled by arbitration pursuant to the then-
prevailing Commercial Arbitration Rules of the American Arbitration Association or any
successor thereto, by one arbitrator appointed in accordance with such rules. Any award of the
arbitrator shall be in writing, shall state the reasons for the award (including any findings of fact
and conclusions of law) and shall explain the manner in which any awarded damages are
calculated. PostNet and Area Franchisee waive, to the fullest extent permitted by law, any right
or claim to any punitive or exemplary damages against the other, and agree that any award shall
be limited to the recovery of any actual damages sustained by them. The prevailing party also
shall be entitled to recover its expenses, including reasonable attorneys’ fees and accounting
fees, in addition to any other relief to which it is found entitled. All arbitration proceedings shall
take place in Henderson, Nevada, or if PostNet’s principal place of business shall be at another
location at the time that arbitration is sought, in the city of PostNet’s then principal place of
business. The arbitration award shall be binding upon the parties and may be entered and
enforced in any court of competent jurisdiction. Any arbitration proceeding shall be limited to
controversies between PostNet and Area Franchisee and shall not be expanded to include any
other party, or include the adjudication of class action claims.

        18.5 To the extent that a judicial action is permitted by the Agreement, any such action
brought by Area Franchisee against PostNet shall be brought exclusively, and any such action
brought by PostNet against Area Franchisee may be brought, in the federal district court
covering the location at which PostNet has its principal place of business at the time the action is
commenced; provided, however, that if the federal court would not have subject matter
jurisdiction had the action been commenced in such court, then, in such event, the action shall
(with respect to actions commenced by Area Franchisee), and may (with respect to actions
commenced by PostNet), be brought in the state court within the judicial district in which
PostNet has its principal place of business at the time the action is commenced. The parties
waive all questions of personal jurisdiction or venue for the purpose of carrying out this
provision.

        18.6 No right or remedy conferred upon or reserved to PostNet or Area Franchisee
hereby is intended to be, nor shall be deemed, exclusive of any other right or remedy herein or by
law or equity provided or permitted, but each shall be cumulative of every other right or remedy.

        18.7 Nothing in this Agreement shall bar PostNet’s right to seek injunctive relief
without the posting of any bond or security to obtain the entry of temporary and permanent
injunctions and orders of specific performance enforcing the provisions of this Agreement
relating to Area Franchisee’s obligations. PostNet also shall be able to seek injunctive relief to
prohibit any act or omission by Area Franchisee or its employees that constitutes a violation of



Area Franchise Agreement/3621860v.7             15                                        January 29, 2004
any applicable law, is dishonest or misleading to the public, or which may impair the goodwill
associated with the Proprietary Marks or System; and Area Franchisee agrees to pay all costs and
reasonable attorneys’ fees incurred by PostNet in obtaining such relief.

        18.8 PostNet and Area Franchisee irrevocably waive trial by jury in any action,
proceeding, or counterclaim whether at law or in equity, brought by either of them against the
other, whether or not there are other parties in such action or proceeding. Any claim or
controversy arising out of or related to this Agreement, or the making, performance, breach,
interpretation, or termination thereof, shall be commenced within one year from the occurrence
of the facts giving rise to such claim or action, or such claim or action shall be barred. PostNet
and Area Franchisee hereby waive in any arbitration or judicial action, to the fullest extent
permitted by law, any right to or claim of any punitive or exemplary damages against the other
and agree that in the event of a dispute between them each shall be limited to the recovery of any
actual damages sustained by it.

      IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement on the Effective Date.


Address For Notices Pursuant to
Section 15.1 of This Agreement               Signatures

PostNet Address                              POSTNET INTERNATIONAL FRANCHISE
                                             CORPORATION
181 North Arroyo Grande Boulevard
Building A, Suite 100
Henderson, Nevada 89074                      By:
Attn: Executive Vice President/COO
                                             Title:

Area Franchisee Address                      AREA FRANCHISEE


                                             By:

                                             Title:




Area Franchise Agreement/3621860v.7           16                                      January 29, 2004
                                                                             Attachment A
                                                          to the Area Franchise Agreement



                                      DEVELOPMENT SCHEDULE




                                                                By:
         Minimum Cumulative Number of                 (Anniversary Date of This
              New Store Owners                              Agreement)
                                                                  1
                                                                  2
                                                                  3
                                                                  4
                                                                  5
                                                                  6
                                                                  7
                                                                  8
                                                                  9
                                                                 10
                                                                 11
                                                                 12
                                                                 13
                                                                 14
                                                                 15




                                                        PostNet’s Initials ______________

                                                      Area Franchisee’s Initials _________




Area Franchise Agreement/3621860v.7           A-1                              January 29, 2004
                                                                         Attachment B
                                                      to the Area Franchise Agreement


                                      TERRITORY




                                                    PostNet’s Initials ______________

                                                  Area Franchisee’s Initials _________




Area Franchise Agreement/3621860v.7      B-1                              January 29, 2004
                                                                       EXHIBIT C
                                                                   TO FRANCHISE
                                                              OFFERING CIRCULAR




                                      DEVELOPMENT AGREEMENT




3621860v.7 Uniform Franchise Offering Circular                          January 29, 2004
                  POSTNET INTERNATIONAL FRANCHISE CORPORATION



                                   DEVELOPMENT AGREEMENT




Development Agreement/3621860 v7                                January 29, 2004
                                                  TABLE OF CONTENTS


                                                                                                                                         Page

         RECITALS ..........................................................................................................................1
1.       GRANT................................................................................................................................2
2.       DEVELOPMENT FEE........................................................................................................3
3.       DEVELOPMENT OBLIGATIONS ....................................................................................3
4.       TERM ..................................................................................................................................3
5.       DEVELOPER’S CONFIDENTIALITY AND NON-COMPETITION
         COVENANTS .....................................................................................................................3
6.       TRANSFER OF INTEREST ...............................................................................................5
7.       DEFAULT AND TERMINATION.....................................................................................6
8.       OBLIGATIONS UPON TERMINATION OR EXPIRATION ..........................................7
9.       INDEPENDENT CONTRACTOR AND INDEMNIFICATION .......................................8
10.      APPROVALS AND WAIVERS .........................................................................................9
11.      NOTICES.............................................................................................................................9
12.      ENTIRE AGREEMENT......................................................................................................9
13.      SEVERABILITY AND CONSTRUCTION .......................................................................9
14.      DISPUTE RESOLUTION .................................................................................................10
15.      ACKNOWLEDGMENTS .................................................................................................13


ATTACHMENT A: DEVELOPMENT SCHEDULE
ATTACHMENT B: DEVELOPMENT AREA
ATTACHMENT C: CURRENT FORM OF FRANCHISE AGREEMENT




Development Agreement/3621860v.7                                    i                                                          January 29, 2004
                  POSTNET INTERNATIONAL FRANCHISE CORPORATION

                                   DEVELOPMENT AGREEMENT


       THIS DEVELOPMENT AGREEMENT (“Agreement”), made and entered into on
____, 200__, by and between PostNet International Franchise Corporation., a Nevada
corporation, with its principal place of business at 181 North Arroyo Grande Boulevard,
Building A, Suite 100, Henderson, Nevada 89074 (“PostNet”), and ______________________
_______________, a _________________________, with its principal place of business at
_______________________________________________________________ (“Developer”).

                                          RECITALS:

        A.       PostNet, as the result of the expenditure of time, skill, effort, and money, has
developed and owns a unique and distinctive system relating to the establishment and operation
of retail stores which provide business and consumer services and products (“System”). Among
the services and products typically offered are black and white/color photocopying, digital
photocopy and scanning, computer and Internet services, printing and finishing services,
overnight air express and ground shipping (domestic and international), packaging services and
supplies, private mailbox rentals, facsimile services, notary public services, and office supplies;

        B.      The distinguishing characteristics of the System include, without limitation, a
distinctive design, interior décor, and layout, and training, management, and promotional
assistance, in connection with the establishment and ongoing operation of postal, business, and
communications centers, all of which may be changed, improved, and further developed by
PostNet from time to time;

       C.      PostNet identifies the System by means of certain trade names, service marks,
trademarks, logos, emblems, and indicia of origin, including the mark POSTNET and such other
trade names, service marks, and trademarks as are now designated, or may hereafter be
designated by PostNet in writing, for use in connection with the System (“Proprietary
Marks”);

       D.      Developer desires to obtain certain development rights to operate business under
the System which use the Proprietary Marks (“Centers”), and wishes to obtain franchises from
PostNet for that purpose.

       E.      PostNet has decided, based on the information provided by Developer to PostNet,
to grant such development rights to Developer, pursuant to the terms and conditions set forth in
this Agreement.




Development Agreement/3621860 v7                                                       January 29, 2004
         The parties agree as follows:

1.       GRANT

        1.1    Grant: PostNet hereby grants to Developer the right, and Developer accepts the
obligation, pursuant to the terms and conditions of this Agreement, to establish and operate
Centers pursuant to the development schedule set forth in Attachment A hereto (“Development
Schedule”). Each Center shall be located in the area described in Attachment B (“Development
Area”) and at a specific site approved by PostNet within the Development Area (“Approved
Location”), and shall be established and operated pursuant to a separate franchise agreement
(“Franchise Agreement”) to be entered into between Developer and PostNet in accordance with
Section 3.1 hereof. Each Center shall be established and operated by Developer or by an entity
controlling, controlled by, or under common control with, Developer.

        1.2    Protected Development Area: During the term of this Agreement, PostNet shall
not establish or operate, or franchise other persons to establish or operate, a Center which is
located within the Development Area. Except as specifically provided in the preceding sentence,
Developer’s rights under this Agreement are not exclusive, and PostNet retains the right, among
others, in any manner and on any terms and conditions that PostNet deems advisable, and
without granting Developer any rights therein:

              (a)     to own, acquire, establish and/or operate, and license others to establish
and operate, Centers outside the Development Area, regardless of their proximity to or their
impact on any Center located within the Development Area;

               (b)    to own, acquire, establish and/or operate, and license others to establish
and operate, businesses under other proprietary marks or other systems, including (i) businesses
which provide products and/or services similar to those provided by a Center; and/or (ii) PostNet
Express businesses, at any location within or outside the Protected Territory and regardless, in
either circumstance, of their proximity to the Approved Location or their impact on the Store
Owner’s Center; and

                (c)    to sell or distribute through any distribution channel including, but not
limited to, computerized and other remote-entry ordering systems (such as the Internet) capable
of accepting orders placed within or outside the Development Area, direct mail, mail order
catalogues and telemarketing, at retail or wholesale, directly or indirectly, or license others to sell
or distribute, any products which bear any proprietary marks, including the Proprietary Marks,
whether within or outside the Development Area, and regardless of their proximity to or their
impact on any Center located within the Development Area.

       1.3    No Right to Use Proprietary Marks or System: This Agreement is not a franchise
agreement, and does not grant Developer any right to use or to franchise the use of, the
Proprietary Marks or the System.




Development Agreement/3621860v.7                  2                                       January 29, 2004
2.       DEVELOPMENT FEE

        2.1     Development Fee: Upon execution of this Agreement, Developer shall pay
PostNet a development fee of $15,000 for each Center to be developed pursuant to this
Agreement, which fee has been fully earned and is non-refundable, in consideration of
administrative and other expenses incurred by PostNet and for the development opportunities
lost or deferred as a result of the rights granted Developer herein.

3.       DEVELOPMENT OBLIGATIONS

        3.1    Execution of Franchise Agreements: Developer shall execute a Franchise
Agreement for each Center to be franchised, the form of which shall be that which is then being
offered by PostNet to new franchisees for Centers, except that (i) the franchise fee for each
Center shall be the current initial franchise fee less $15,000 for each Franchise Agreement plus
an additional deduction, if any, that may then be available to existing PostNet franchisees who
sign additional Franchise Agreements, but only if the additional deduction is set forth in the then-
current form of Franchise Agreement then being signed by Developer; and (ii) Section 1.5 of the
current form of franchise agreement or any provision of any different form of current agreement
which permits a franchisee to enter into additional franchise agreements, shall be null and void.
The current form of franchise agreement is attached as Attachment C hereto.

        3.2     Development Schedule: Recognizing that time is of the essence, Developer
agrees to satisfy the Development Schedule by executing Franchise Agreements within the time
established in the Development Schedule. Failure by Developer to adhere to the Development
Schedule shall constitute a default under this Agreement, as provided in Section 7.1.

4.       TERM

      4.1    Term: Unless sooner terminated as hereinafter provided, the term of this
Agreement, and all rights granted hereunder, shall expire on the date set forth in the
Development Schedule as the date on which the final Franchise Agreement is to be signed.

5.       DEVELOPER’S CONFIDENTIALITY AND NON-COMPETITION COVENANTS

       5.1     Confidential Information: Developer shall not, during or after the term hereof,
communicate, divulge, or use for the benefit of any other person, persons, partnership,
association, or corporation, any confidential information, knowledge, or know-how concerning
the methods of operation of the Center which may be communicated to Developer or of which
Developer may be apprised by virtue of Developer’s operation hereunder. Developer shall
divulge such confidential information only to those employees who must have access to it in
order to perform their employment responsibilities. Any and all information, knowledge,
know-how, and techniques which PostNet designates as confidential shall be deemed
confidential for purposes hereof, unless and until Developer shall demonstrate that the
information has become public knowledge. Developer acknowledges that any failure to comply
with the requirements of this Section 5 will cause PostNet irreparable injury for which no
adequate remedy at law may be available, and Developer agrees that PostNet may seek, and



Development Agreement/3621860v.7                 3                                      January 29, 2004
Developer agrees to pay, all court costs and reasonable attorneys’ fees incurred by PostNet in
obtaining, without posting a bond, an ex parte order for injunctive or other legal or equitable
relief with respect to the requirements of this Section 5. Developer shall require anyone who
may have access to confidential information to execute covenants that they shall maintain the
confidentiality of information they receive in connection with their association with Developer.
Such covenants shall be in a form satisfactory to PostNet including, without limitation, specific
identification of PostNet as a third party beneficiary of such covenants with the independent right
to enforce them.

        5.2    Non-Competition During Term of Agreement:                   Developer specifically
acknowledges that, pursuant to this Agreement, Developer will receive and confidential
information including, without limitation, information regarding the operational, sales,
promotional, and marketing methods and techniques of PostNet and the System. Developer (or,
if Developer is a corporation, limited liability company, or partnership, all principals of
Developer) covenants that during the term of this Agreement, except as otherwise approved in
writing by PostNet, Developer and its principals shall not, either directly or indirectly, for itself,
or through, on behalf of, or in conjunction with, any person or legal entity:

                5.2.1 Divert or attempt to divert any present or prospective business or customer
of a Center to any competitor, by inducement or otherwise, or do or perform any other act
injurious or prejudicial to the goodwill associated with the Proprietary Marks and the System; or

               5.2.2 Own, maintain, advise, operate, engage in, be employed by, make loans to,
invest in, provide any assistance to, or have any interest in or relationship or association with,
any business which offers the same or similar products or services as those offered by a Center.

        5.3      Non-Competition After Expiration or Termination of Agreement: Commencing
upon the date of: (a) a transfer permitted under Section 6 of this Agreement; (b) expiration of
this Agreement; (c) termination of this Agreement (regardless of the cause for termination); or
(d) a final arbitration or court order (after all appeals have been taken) with respect to any of the
foregoing events or with respect to enforcement of this Section 5.3, and continuing for an
uninterrupted period of one year thereafter, Developer shall not, without PostNet’s prior written
consent, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with
any person, persons, or legal entity (including legal entities which own, are owned by, or are
under common ownership with Developer), own, maintain, advise, operate, engage in, lease to,
be employed by, make loans to, or have any interest in or relationship or association with a
business which offers the same as or similar products or services as those offered by a Center,
and is located in or within a ten mile radius of the Development Area.

       5.4     Exceptions to Non-Compete Covenants: Sections 5.2 and 5.3 shall not apply to
the ownership by Developer of a less than five percent beneficial interest in the outstanding
equity securities of any company registered under the Securities Act of 1933 or the Securities
Exchange Act of 1934.

      5.5      Reducing Scope of Covenants: Developer understands and acknowledges that
PostNet shall have the right, in its sole discretion, to reduce the scope of any covenant set forth in



Development Agreement/3621860v.7                  4                                       January 29, 2004
Sections 5.2 and 5.3, or any portion thereof, without Developer’s consent, effective immediately
upon receipt by Developer of written notice thereof, and Developer agrees that it shall comply
forthwith with any covenant as so modified, which shall be fully enforceable notwithstanding the
provisions of Section 12 hereof.

        5.6     Enforceability of Covenants Not Affected by Developer Claims: Developer
expressly agrees that the existence of any claims it may have against PostNet, whether or not
arising hereunder, shall not constitute a defense to the enforcement by PostNet of the covenants
in this Section 5 Developer agrees to pay all costs and expenses (including reasonable attorneys’
fees) incurred by PostNet in connection with the enforcement of this Section 5.

        5.7    Breach of Covenants Causes Irreparable Injury to PostNet: Developer acknow-
ledges that Developer’s violation of any covenant of this Section 5 would result in irreparable
injury to PostNet for which no adequate remedy at law may be available, and Developer consents
to the issuance of, and agrees to pay all court costs and reasonable attorneys’ fees incurred by
PostNet in obtaining, an injunction prohibiting any conduct by Developer in violation of any
covenant contained in this Section 5.

        5.8    Covenants From Individuals: Developer shall obtain and furnish to PostNet
executed covenants similar in substance to those set forth in this Section 5 (including covenants
applicable upon the termination of a person’s relationship with Developer) from any or all of the
following persons: (1) all officers, directors, members, and holders of a beneficial interest in five
percent or more of the securities of Developer, and of any corporation directly or indirectly
controlling Developer, if Developer is a corporation or limited liability company and (2) the
general partners and any limited partners (including any corporation, and the officers, directors,
and holders of a beneficial interest of five percent or more of the securities of any corporation
which controls, directly or indirectly, any general or limited partner), if Developer is a
partnership. Every covenant required by this Section 5.8 shall be in a form approved by PostNet
including, without limitation, specific identification of PostNet as a third party beneficiary of
such covenant with the independent right to enforce them.

6.       TRANSFER OF INTEREST

        6.1      Transfer by PostNet: PostNet shall have the right to transfer or assign all or any
part of its rights or obligations under this Agreement to any person or legal entity. With respect
to any assignment which results in the subsequent performance by the assignee of all of
PostNet’s obligations under this Agreement, the assignee shall expressly assume and agree to
perform such obligations, and shall become solely responsible for all obligations of PostNet
under this Agreement from the date of assignment. In addition, and without limitation to the
foregoing, Developer expressly affirms and agrees that PostNet may sell its assets, its Proprietary
Marks, or its System; may sell its securities in a public offering or in a private placement; may
merge, acquire other corporations, or be acquired by another corporation; and may undertake a
refinancing, recapitalization, leveraged buy-out, or other economic or financial reorganization or
restructuring.




Development Agreement/3621860v.7                 5                                       January 29, 2004
        6.2    Transfer by Developer: Developer shall not transfer or assign all or any part of its
rights or obligations under this Agreement to any person or legal entity without PostNet’s prior
written consent, which consent may be denied, with or without cause, by PostNet in its sole and
absolute discretion.

        6.3    No Waiver: PostNet consent to a transfer shall not constitute a waiver of any
claims it may have against the transferring party, nor shall it be deemed a waiver of PostNet right
to demand exact compliance with any of the terms of this Agreement by the transferor or
transferee.

        6.4     Transfer by Developer Bankruptcy-Right of First Refusal: If, for any reason, this
Agreement is not terminated pursuant to Section 7.1.6 and this Agreement is assumed, or
assignment of the same to any person or entity who has made a bona fide offer to accept an
assignment of this Agreement is contemplated, pursuant to the United States Bankruptcy Code,
then notice of such proposed assignment or assumption, setting forth (a) the name and address of
the proposed assignee, and (b) all of the terms and conditions of the proposed assignment and
assumption, shall be given to PostNet within 20 days after receipt of such proposed assignee’s
offer to accept assignment of this Agreement, and, in any event, within ten days prior to the date
application is made to a court of competent jurisdiction for authority and approval to enter into
such assignment and assumption, and PostNet shall thereupon have the prior right and option, to
be exercised by notice given at any time prior to the effective date of such proposed assignment
and assumption, to accept an assignment of this Agreement to PostNet itself upon the same terms
and conditions and for the same consideration, if any, as in the bona fide offer made by the
proposed assignee, less any brokerage commissions which may be payable by Developer out of
the consideration to be paid by such assignee for the assignment of this Agreement.

7.       DEFAULT AND TERMINATION

        7.1   Termination With Notice and Without Opportunity to Cure: Developer shall be in
default hereunder, and PostNet may, at its option, terminate this Agreement and all rights granted
hereunder, without affording Developer any opportunity to cure the default, effective
immediately upon receipt of notice by Developer upon the occurrence of any of the following
events:

              7.1.1 If Developer (or an officer, director, shareholder, general or limited
partner, or member) is convicted of a felony, a crime or offense involving moral turpitude, or
engages in conduct that, in PostNet’s reasonable judgment, is morally offensive to community
standards and is reasonably likely to have an adverse effect on the System, the Proprietary
Marks, the goodwill associated therewith, or PostNet interest therein;

                   7.1.2    If Developer fails to comply with the Development Schedule;

               7.1.3 If any Franchise Agreement executed pursuant to this Agreement or any
other agreement between Developer and PostNet or any PostNet affiliate is terminated due to a
breach or default by the franchisee;




Development Agreement/3621860v.7                    6                                     January 29, 2004
                7.1.4 If any purported assignment or transfer of any direct or indirect interest in
this Agreement, in Developer, or in all or substantially all of Developer’s assets is made to any
third party without PostNet prior written consent, contrary to the terms of Section 7 hereof;

                7.1.5 If, contrary to the terms of Section 5.1 of this Agreement, Developer or
any principal or employee of Developer discloses or divulges the contents of the Manual or other
confidential information provided to Developer by PostNet;

                7.1.6 If Developer becomes insolvent, makes a general assignment for the
benefit of creditors, files a petition in bankruptcy, or a petition in bankruptcy is filed against (and
not opposed by) Developer;

              7.1.7 If Developer fails to comply with, or obtain execution of and deliver, the
covenants described in Section 5 hereof;

               7.1.8 If Developer or any principal of Developer has made any material
misrepresentations to PostNet prior to the execution of this Agreement;

              7.1.9 If Developer, after curing a default pursuant to Section 7.2 hereof,
commits the same, similar, or different default, whether or not cured after notice.

        7.2     Termination With Notice and Opportunity to Cure: Except as provided in Section
7.1 herein, Developer shall have 30 days after its receipt from PostNet of a written Notice of
Termination within which to (i) remedy any default under this Agreement; (ii) comply with any
federal, state, or local law or regulation; or (iii) carry out the terms of this Agreement in good
faith, and to provide evidence thereof to PostNet. If any such default is not cured within the
specified time, or such longer period as applicable law may require, this Agreement shall
terminate without further notice to Developer effective immediately upon expiration of the 30
day period or such longer period as applicable law may require.

8.       OBLIGATIONS UPON TERMINATION OR EXPIRATION

Upon termination or expiration of this Agreement, all rights granted hereunder to Developer
shall forthwith terminate, and:

        8.1    No Right to Open Additional Centers: Developer shall have no right to establish
or operate any Center for which a Franchise Agreement has not been executed by PostNet at the
time of termination.

        8.2    PostNet’s Right to Establish Centers: PostNet shall have the right to establish,
and to franchise others to establish, Centers in the Development Area except as may be otherwise
provided under any Franchise Agreement in effect between PostNet and Developer.

       8.3     PostNet’s Right to Terminate Existing Franchise Agreements and Purchase
Assets: In the event of termination for any default by Developer, PostNet shall have the option,
to be exercised within 30 days after this Agreement is terminated, to terminate the Franchise



Development Agreement/3621860v.7                  7                                       January 29, 2004
Agreement executed pursuant to this Agreement, and purchase Developer’s interest in, any or all
Centers regardless of whether such Center(s) are under construction or are open and operating,
and all of the furnishings, equipment, signs, fixtures, supplies, inventory, or other tangible
personal property of Developer related to such Center(s), at the lesser of the Center’s net book
value or fair market value. If the parties cannot agree on the purchase price within 30 days after
PostNet exercises such option, a qualified independent appraiser shall be designated by PostNet,
and the appraiser’s determination of the appropriate purchase price shall be final and binding. If
PostNet elects to exercise such option to purchase, it shall have the right to set off any and all
amounts due from Developer and the cost of the appraisal, if any, against any payment therefor.

       8.4     Irreparable Injury to PostNet: Developer agrees and acknowledges that
Developer’s failure to comply with the provisions of this Section 8 will result in irreparable harm
to PostNet and to the Proprietary Marks, and Developer agrees to pay all damages, expenses,
court costs and reasonable attorneys’ fees incurred by PostNet in obtaining specific performance
of, or an injunction against violation of, and/or damages resulting from a violation of, the
requirements of this Section 8.

        8.5     Development Agreement Default Does Not Constitute a Default Under Any
Franchise Agreement: Default under this Development Agreement shall not constitute a default
under any Franchise Agreement unless the action or inaction giving rise to the default hereunder
also gives rise to a default under such Franchise Agreement.

       8.6     Return of Materials and Other Confidential Information: Developer shall
immediately deliver to PostNet records, correspondence, files, and any instructions containing
confidential information relating to the PostNet System or Centers which are in Developer’s
possession; and all copies thereof (all of which are acknowledged to be the property of PostNet).

9.       INDEPENDENT CONTRACTOR AND INDEMNIFICATION

        9.1    No Fiduciary Relationship: This Agreement does not create a fiduciary
relationship between PostNet and Developer. Developer shall be an independent contractor; and
nothing in this Agreement is intended to constitute or appoint either party an agent, legal
representative, subsidiary, joint venturer, partner, employee, or servant of the other for any
purpose whatsoever.

       9.2      Independent Contractor and Indemnification: Developer acknowledges and
agrees that it is not authorized to make any contract, agreement, warranty, or representation on
behalf of PostNet, or to incur any debt or other obligations in the name of PostNet; and that
PostNet shall in no event assume liability for, or be deemed liable hereunder as a result of, any
such action; nor shall PostNet be liable by reason of any act or omission of Developer or for any
claim or judgment arising therefrom against Developer. Developer shall indemnify and hold
PostNet and any affiliates and their respective shareholders, directors, employees and agents,
harmless against any and all claims arising directly or indirectly from, as a result of, or in
connection with Developer’s actions.




Development Agreement/3621860v.7                8                                      January 29, 2004
10.      APPROVALS AND WAIVERS

       10.1 Obtaining Approvals: Whenever this Agreement requires the prior approval or
consent of PostNet, Developer shall make a timely written request to PostNet therefor, and such
approval or consent must be obtained in writing. PostNet makes no warranties or guarantees
upon which Developer may rely, and assumes no liability or obligation to Developer, by
providing any waiver, approval, consent, or suggestion to Developer in connection with this
Agreement, or by reason of any neglect, delay, or denial of any request therefor.

        10.2 No Waiver: No delay, waiver, omission, or forbearance on the part of PostNet to
exercise any right, option, duty, or power arising out of this Agreement against Developer or any
other developer, or any breach or default by Developer, or by any other developer, of any of the
terms, provisions, or covenants thereof, and no custom or practice by the parties at variance with
the terms hereof, shall constitute a waiver by PostNet to enforce any such right, option, or power
as against Developer, or as to a subsequent breach or default by Developer.

11.      NOTICES

       11.1 Notices: Any and all notices furnished pursuant to this Agreement shall be in
writing and shall be personally delivered, sent by telecopier, or dispatched by overnight delivery
envelope to the respective parties at the addresses set forth on the signature page of this
Agreement, unless and until a different address has been designated by written notice to the other
party. Notices shall be deemed to have been received as follows: by personal delivery or
telecopier -- at time of delivery; and by overnight delivery service -- on the third business day
following the date on which the Notice was given to the overnight delivery service. Notices
furnished by telecopier shall be confirmed by overnight delivery service.

12.      ENTIRE AGREEMENT

        12.1 Entire Agreement: This Agreement and any attachments hereto constitutes the
entire and complete agreement between PostNet and Developer concerning the subject matter
thereof, and supersedes all prior agreements. Developer acknowledges that it is entering into this
Agreement as a result of its own independent investigation and not as a result of any
representation made by PostNet or persons associated with PostNet which are contrary to the
terms herein set forth or which are contrary to the terms of any offering circular, or other similar
document required or permitted to be given to Developer pursuant to applicable law. Except for
those permitted hereunder to be made unilaterally by PostNet, no amendment, change, or
variation from this Agreement shall be binding on either party unless mutually agreed to by the
parties and executed by their authorized officers or agents in writing.

13.      SEVERABILITY AND CONSTRUCTION

        13.1 Severability and Construction: Except as expressly provided to the contrary
herein, each section, part, term, and provision of this Agreement shall be considered severable;
and if, for any reason, any section, part, term, provision, and/or covenant herein is determined to
be invalid and contrary to, or in conflict with, any existing or future law or regulation by a court



Development Agreement/3621860v.7                 9                                      January 29, 2004
or agency having valid jurisdiction, such shall not impair the operation of, or have any other
effect upon, such other portions, sections, parts, terms, provisions, and/or covenants of this
Agreement as may remain otherwise intelligible; and the latter shall continue to be given full
force and effect and bind the parties hereto; and the invalid portions, sections, parts, terms,
provisions, and/or covenants shall be deemed not to be a part of this Agreement.

       13.2 Survival of Obligations After Expiration or Termination of Agreement: Any
provision or covenant of this Agreement which expressly or by its nature imposes obligations
beyond the expiration or termination of this Agreement shall survive such expiration or
termination.

        13.3 Survival of Modified Provisions: Developer expressly agrees to be bound by any
promise or covenant imposing the maximum duty permitted by law which is subsumed within
the terms of any provision hereof, as though it were separately articulated in and made a part of
this Agreement, that may result from striking from any of the provisions hereof any portion or
portions which a court or agency having valid jurisdiction may hold to be unreasonable and
unenforceable in an unappealed final decision to which PostNet is a party, or from reducing the
scope of any promise or covenant to the extent required to comply with such a court or agency
order.

        13.4 Captions: All captions in this Agreement are intended for the convenience of the
parties, and none shall be deemed to affect the meaning or construction of any provision hereof.

        13.5 “Affiliate” and “Principal” Defined: For purposes of this Agreement, the term
“affiliate” shall mean any person or legal entity that directly or indirectly controls, is controlled
by, or is under common control with the specified person or legal entity; the term “principal”
shall mean a shareholder of a corporation, a general or limited partner of a partnership, or a
member of a limited liability company.

14.      DISPUTE RESOLUTION

        14.1 Choice of Law: This Agreement takes effect upon its acceptance and execution
by PostNet in Nevada, and any claim or controversy arising out of or related to this Agreement,
or the making, performance, breach, interpretation, or termination thereof, shall be interpreted
and construed exclusively under the laws of Nevada. In the event of any conflict of law, the laws
of Nevada shall prevail, without regard to the application of Nevada conflict of law rules. If,
however, any provision of this Agreement would not be enforceable under the laws of Nevada,
and if the Development Area is located outside of Nevada and such provision would be
enforceable under the laws of the state in which the Development Area is located, then such
provision shall be interpreted and construed under the laws of that state. Nothing in this Section
14.1 is intended by the parties to subject this Agreement to any franchise or similar law, rule, or
regulation of the State of Nevada to which it would not otherwise be subject.

       14.2 Mediation of Disputes: Except as otherwise provided in this Agreement, any
claim or controversy arising out of or related to this Agreement, or the making, performance,
breach, interpretation, or termination thereof, except for any actions brought with respect to: (i)



Development Agreement/3621860v.7                 10                                      January 29, 2004
ownership or use of the Proprietary Marks; (ii) issues concerning the alleged violations of federal
or state antitrust laws; (iii) securing injunctive relief or specific performance pursuant to Section
14.7 of this Agreement; or (iv) the right to indemnification or the manner in which it is
exercised, shall first be subject to non-binding mediation in Henderson, Nevada, or, if PostNet’s
principal place of business shall be at another location at the time that mediation is sought, in the
city of PostNet’s then principal place of business. Mediation shall not defer or suspend
PostNet’s exercise of any termination right under Section 7.

        14.3 Mediation Procedures: No arbitration or litigation may be commenced on any
claim which is subject to mediation under Section 14.2 prior to the mediation termination date,
as defined in Section 14.3.3, whether or not the mediation has been commenced. Mediation
under this Section 14.3 is not intended to alter or suspend the rights or obligations of the parties
under this Agreement or to determine the validity or effect of any provision of this Agreement,
but is intended to furnish the parties an opportunity to resolve disputes amicably, expeditiously
and in a cost-effective manner on mutually acceptable terms.

               14.3.1 The non-binding mediation provided for hereunder shall be commenced
by the party requesting mediation giving written notice of the request for mediation to the party
with whom mediation is sought. The request shall specify with reasonable particularity the
matters for which non-binding mediation is sought.

               14.3.2 Non-binding mediation hereunder shall be conducted by a mediator or
mediation program designated by PostNet in writing. PostNet shall make the designation within
a reasonable time after issuance of the request.

                14.3.3 Non-binding mediation hereunder shall be concluded within 60 days of the
issuance of the request, or such longer period as may be agreed upon by the parties in writing
(“mediation termination date”). All aspects of the mediation process shall be treated as
confidential, shall not be disclosed to others, and shall not be offered or admissible in any other
proceeding or legal action whatsoever. The parties shall bear their own costs of mediation, and
shall share equally in the cost of the mediator or mediation service.

        14.4 Arbitration: Except for any actions brought with respect to: (i) ownership or use
of the Proprietary Marks; (ii) issues concerning the alleged violations of federal or state antitrust
laws; (iii) securing injunctive relief or specific performance pursuant to Section 14.7 of this
Agreement, or (iv) the right to indemnification or the manner in which it is exercised, any claim
or controversy arising out of or related to this Agreement, or the making, performance, breach,
interpretation, or termination thereof, shall be finally settled by arbitration pursuant to the then-
prevailing Commercial Arbitration Rules of the American Arbitration Association or any
successor thereto, by one arbitrator appointed in accordance with such rules. Any award of the
arbitrator shall be in writing, shall state the reasons for the award (including any findings of fact
and conclusions of law) and shall explain the manner in which any awarded damages are
calculated. PostNet and Developer waive, to the fullest extent permitted by law, any right or
claim to any punitive or exemplary damages against the other, and agree that any award shall be
limited to the recovery of any actual damages sustained by them. The prevailing party also shall
be entitled to recover its expenses, including reasonable attorneys’ fees and accounting fees, in



Development Agreement/3621860v.7                 11                                      January 29, 2004
addition to any other relief to which it is found entitled. All arbitration proceedings shall take
place in Henderson, Nevada, or, if PostNet’s principal place of business shall be at another
location at the time that arbitration is sought, in the city of PostNet’s then principal place of
business. The arbitration award shall be binding upon the parties and may be entered and
enforced in any court of competent jurisdiction. Any arbitration proceeding shall be limited to
controversies between PostNet and Developer and shall not be expanded to include any other
Developer as a party, or include the adjudication of class action claims.

        14.5 Judicial Actions: To the extent that a judicial action is permitted by the
Agreement, any such action brought by Developer against PostNet shall be brought exclusively,
and any such action brought by PostNet against Developer may be brought, in the federal district
court covering the location at which PostNet has its principal place of business at the time the
action is commenced; provided, however, that if the federal court would not have subject matter
jurisdiction had the action been commenced in such court, then, in such event, the action shall
(with respect to actions commenced by Developer), and may (with respect to actions commenced
by PostNet), be brought in the state court within the judicial district in which PostNet has its
principal place of business at the time the action is commenced. The parties waive all questions
of personal jurisdiction or venue for the purpose of carrying out this provision.

       14.6 Non-Exclusive Remedy: No right or remedy conferred upon or reserved to
PostNet or Developer hereby is intended to be, nor shall be deemed, exclusive of any other right
or remedy herein or by law or equity provided or permitted, but each shall be cumulative of
every other right or remedy.

         14.7 Injunctive Relief: Nothing in this Agreement shall bar PostNet’s right to seek
injunctive relief without the posting of any bond or security to obtain the entry of temporary and
permanent injunctions and orders of specific performance enforcing the provisions of this
Agreement relating to Developer’s obligations. PostNet also shall be able to seek injunctive
relief to prohibit any act or omission by Developer or its employees that constitutes a violation of
any applicable law, is dishonest or misleading to the public, or which may impair the goodwill
associated with the Proprietary Marks or System; and Developer agrees to pay all costs and
reasonable attorneys’ fees incurred by PostNet in obtaining such relief.

        14.8 Limitations on Actions: PostNet and Developer irrevocably waive trial by jury in
any action, proceeding, or counterclaim whether at law or in equity, brought by either of them
against the other, whether or not there are other parties in such action or proceeding. Any claim
or controversy arising out of or related to this Agreement, or the making, performance, breach,
interpretation, or termination thereof, brought by any party hereto against the other, shall be
commenced within one year from the occurrence of the facts giving rise to such claim or action,
or such claim or action shall be barred. PostNet and Developer hereby waive in any arbitration
or judicial action, to the fullest extent permitted by law, any right to or claim of any punitive or
exemplary damages against the other and agree that in the event of a dispute between them, each
shall be limited to the recovery of any actual damages sustained by it.




Development Agreement/3621860v.7                12                                      January 29, 2004
15.      ACKNOWLEDGMENTS

        15.1 Recognition of Business Risks: Developer acknowledges that it has conducted an
independent investigation of the rights granted hereunder, and recognizes that the business
venture contemplated by this Agreement involves business risks and that its success will be
largely dependent upon Developer’s own abilities. PostNet expressly disclaims the making of,
and Developer acknowledges that it has not received, any representation, express or implied, as
to the past, current, or potential sales, income, profits, or success of existing or future Centers or
Developers.

       15.2 Receipt of PostNet Offering Materials: Developer acknowledges that Developer
has received a copy of the complete PostNet Development Agreement for PostNet Centers, the
attachments thereto, and agreements relating thereto, if any, at least five business days prior to
the date on which this Agreement was executed. Developer further acknowledges that it has
received the disclosure document required by the Trade Regulation Rule of the Federal Trade
Commission entitled “Disclosure Requirements and Prohibitions Concerning Franchising and
Business Opportunity Ventures,” at least ten business days prior to the date on which this
Agreement was executed.

15.3 Atypical Arrangements: Developer acknowledges and agrees that PostNet may modify
the offer of development rights for Centers to other developers in any manner and at any time,
and that such offers and agreements have or may have terms, conditions, and obligations which
may differ from the terms, conditions, and obligations in this Agreement.

      IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement on the day and year first above written.


Address For Notices Pursuant to
Section 11.1 of This Agreement                 Signatures

PostNet Address                                POSTNET INTERNATIONAL FRANCHISE
                                               CORPORATION
181 North Arroyo Grande Boulevard
Building A, Suite 100
Henderson, Nevada 89074                       By:
Attn: Executive Vice President/COO
                                               Title:


Developer Address                             DEVELOPER


                                              By:

                                              Title:



Development Agreement/3621860v.7                 13                                       January 29, 2004
                                                                             Attachment A to
                                                                      Development Agreement



                                   DEVELOPMENT SCHEDULE




                                    Developer’s Date of Execution
                                       of Franchise Agreement


                                    1.                     , 200__

                                    2.                     , 200__

                                    3.                     , 200__

                                    4.                     , 200__




                                                                       PostNet’s Initials _____

                                                                     Developer’s Initials _____




Development Agreement/3621860v.7               A-1                                 January 29, 2004
                                                              Attachment B to
                                                       Development Agreement




                                   DEVELOPMENT AREA




                                                        PostNet’s Initials _____

                                                      Developer’s Initials _____




Development Agreement/3621860 v7         B-1                        January 29, 2004
                                                                Attachment C to
                                                         Development Agreement



                                     CURRENT FORM OF
                                         POSTNET
                                   FRANCHISE AGREEMENT




Development Agreement/3621860 v7           C-1                       January 29, 2004
                                                                               EXHIBIT D
                                                                           TO FRANCHISE
                                                                      OFFERING CIRCULAR



                                                 FRANCHISEE LISTS


1.        List of Franchisees.

2.        List of Area Franchisees and Developers.

3.        List of Franchisees, Area Franchisees, and Developers who have left the System during
          2003.




3621860v.7 Uniform Franchise Offering Circular                                      January 29, 2004
AK                                                                                                                       AK
                       PostNet                           Business : (907) 357-7678                             Hess, James
                       490 North Main Street                  Fax : (907) 357-7679                              James Hess
Date Est.: 1/29/1998   Wasilla, AK 99654                   E-Mail : postnetak@yahoo.com
                                                         Web Site :



AL                                                                                                                       AL
                      PostNet                            Business : (256) 442-0333                             Gray, Donald
                      3331 Rainbow Dr. Ste. #E                Fax : (256) 442-0303                   J & D Services, Inc. LLC
Date Est.: 11/20/1997 Rainbow City, AL 35906               E-Mail : backmarker@prodigy.net
                                                         Web Site :


                       PostNet                           Business : (205) 678-0123                         Freeman, Dennis
                       60 Chelsea Corners                     Fax : (205) 678-0126                  Lynden Business Services
Date Est.: 5/11/2000   Chelsea, AL 35043                   E-Mail : postnetchelsea@earthlink.net                      L.L.C.
                                                         Web Site :


                       PostNet                           Business : (256) 851-0538                           Garner, Felicia
                       1338 Winchester Road-Suite I           Fax : (256) 851-0557                      Garner and Hambrick
Date Est.: 5/29/2003   Huntsville, AL 35811                E-Mail : postnet@mchsi.com                       Enterprises, Inc.
                                                         Web Site :



AR                                                                                                                       AR
                       PostNet                           Business : (870) 424-7876                         Pizzimenti, David
                       1322 Hwy 62 East                       Fax : (870) 424-7879                          David Pizzimenti
Date Est.: 9/24/2001   Mtn. Home, AR 72653                 E-Mail : postnet@centurytel.net
                                                         Web Site :


                       PostNet                           Business : (501) 803-3900                           French, Susan
                       115 Audubon Drive, Suite 3             Fax : (501) 803-3905                            Susan French
Date Est.: 6/18/2003   Maumelle, AR 72113                  E-Mail : postnetmaumelle@aol.com
                                                         Web Site :


                       PostNet                           Business : (479) 271-2494                            Swope, Tom
                       5204 Village Parkway Suite # 11        Fax : (479) 271-2402                  Tom and Vanessa Swope
Date Est.: 9/18/2003   Rogers, AR 72758
                                                         Web Site :


                       PostNet                                                                                Nowlin, Steve
                       Coming Soon                                                                    Steve and Judie Nowlin
Coming Soon            Fayetteville, AR
                                                         Web Site :
                                                         www.postnet.com/opening/opening.asp


                       PostNet                                                                               Cogan, Dennis
                       Coming Soon                                                                      Dennis & Joan Cogan
Coming Soon            Bentonville, AR                     E-Mail : dennis@postnetbentonville.com
                                                         Web Site :
                                                         www.postnet.com/opening/opening.asp




1/13/2004 1:57:15 PM                                                                                           Page 1 of 51




                                                           D-1                                                January 29, 2004
AR                                                                                                                           AR
                       PostNet                                                                                Anderson, Howard
                       Coming Soon                                                                    Howard and Debra Anderson
Coming Soon            Springdale, AR                        E-Mail : hdanderson@charter.net
                                                           Web Site :
                                                           www.postnet.com/opening/opening.asp




AZ                                                                                                                            AZ
                       PostNet                             Business : (520) 881-5445                          FranCoeur, Patricia
                       4951 E. Grant Road #105                  Fax : (520) 881-4994                           Patricia FranCoeur
                                                                Cell : (520) 548-7333
Date Est.: 6/1/1994    Tucson, AZ 85712                      E-Mail : postnet4@qwest.net
                                                           Web Site :


                       PostNet                             Business : (602) 493-7678                                 King, Mark
                       4757 E. Greenway Road Suite 107 B        Fax : (602) 493-9934                         Crown Ventures, Inc.
                                                                Cell : (480) 236-1031
Date Est.: 5/1/1995    Phoenix, AZ 85032                     E-Mail : az102@postnet.com
                                                           Web Site :


                       PostNet                             Business : (602) 439-0202                                DeFea, Julie
                       743 E. Bell Road #2                      Fax : (602) 439-7373                                 Julie DeFea
Date Est.: 8/1/1995    Phoenix, AZ 85022                     E-Mail : PostNetAZ104@cybervault.com
                                                           Web Site :


                       PostNet                             Business : (520) 325-4273                              Loucks, Garry
                       2818 North Campbell                      Fax : (520) 325-6086                     Garry Loucks and Janice
Date Est.: 3/1/1996    Tucson, AZ 85719                      E-Mail : postnetaz1@aol.com                                 Fischer
                                                           Web Site :


                       PostNet                             Business : (623) 587-1880                               Crain, William
                       23425 N. 39th Drive Suite #104           Fax : (623) 587-1882                                William Crain
Date Est.: 2/1/1997    Glendale, AZ 85310-                   E-Mail : postnetaz108@msn.com
                                                           Web Site :


                       PostNet                             Business : (480) 917-2468                                Zapata, Fred
                       3165 South Alma School Road #A29         Fax : (480) 917-2430                      Kokopelli Ventures, Inc.
Date Est.: 7/30/1998   Chandler, AZ 85248                    E-Mail : postnetaz109@qwest.net
                                                           Web Site :


                       PostNet                             Business : (623) 572-7556                             Hendricks, Dee
                       20229 N. 67th. Ave. Ste. C-4             Fax : (623) 572-8510                  Dream Catchers Enterprises,
Date Est.: 9/5/1997    Glendale, AZ 85308                    E-Mail : azpostnet@aol.com                                      Inc.
                                                           Web Site :


                       PostNet                             Business : (480) 419-6999                             Reimer, Daniel
                       29834 N. Cave Creek Road Suite118        Fax : (480) 419-9233                   Peninsula Fish & Mart, Inc.
Date Est.: 3/12/2000   Cave Creek, AZ 85331                  E-Mail : postnetcavecreek@direcway.com
                                                           Web Site :




1/13/2004 1:57:15 PM                                                                                                Page 2 of 51




                                                             D-2                                                   January 29, 2004
AZ                                                                                                                        AZ
                       PostNet                               Business : (928) 472-4355                        Enos, Edward
                       217 E. Highway 260 Suite A-6               Fax : (928) 472-4353                         Edward Enos
Date Est.: 5/13/1999   Payson, AZ 85541                        E-Mail : postnet@cbiwireless.com
                                                             Web Site :


                       PostNet                               Business : (520) 287-2451                      Hernandez, Luis
                       441 N. Grande Ave. Suite #6A               Fax : (520) 287-2429                       Luis Hernandez
Date Est.: 12/2/1999   Nogales, AZ 85621
                                                             Web Site :


                       PostNet                               Business : (623) 551-1305                       Lemisch, Adam
                       3655 W. Anthem Way, Suite A-109            Fax : (623) 551-1306                        Adam Lemisch
Date Est.: 8/25/2000   Anthem, AZ 85086                        E-Mail : anthempostnet@earthlink.net
                                                             Web Site :


                      PostNet                                Business : (602) 993-4230                        Cornell, David
                      5044 W. Cactus Road, Suite D                Fax : (602) 993-4257                         David Cornell
Date Est.: 11/15/2000 Glendale, AZ 85304                       E-Mail : pnaz116@qwest.net
                                                             Web Site :


                       PostNet                               Business : (928) 226-9758                       Pelligrini, Louis
                       1000 N. Humphreys Street, Suite 222        Fax : (928) 214-8240                          PeliMar, Inc.
Date Est.: 11/8/2000   Flagstaff, AZ 86001                     E-Mail : postnetaz118@aol.com
                                                             Web Site :


                      PostNet                                Business : (520) 733-9700                   FranCoeur, Patricia
                      7049 E. Tanque Verde                        Fax : (520) 733-9701                    Patricia FranCoeur
Date Est.: 10/13/2003 Tucson, AZ 85715
                                                             Web Site : www.postnetarizona.com


                      PostNet                                Business : (480) 985-4849                    Weigman, Timothy
                      3638 E Southern Ave., Suite C-105           Fax : (480) 985-4902                     Timothy Weigman
Date Est.: 12/29/2000 Mesa, AZ 85206                           E-Mail : postnetaz121@aol.com
                                                             Web Site :


                      PostNet                                Business : (602) 993-5155                          King, Mark
                      1855 W. Greenway Pkwy., Suite 115           Fax : (602) 993-5102                  Crown Ventures, Inc.
Date Est.: 11/16/2000 Phoenix, AZ 85023                        E-Mail : postnetaz123@msn.com
                                                             Web Site :


                       PostNet                               Business : (480) 838-9050                          Zapata, Fred
                       4050 W. Ray Road, Suite 17                 Fax : (480) 838-1944                Kokopelli Ventures, Inc.
Date Est.: 10/1/2002   Chandler, AZ 85226                      E-Mail : postnetaz124@msn.com
                                                             Web Site :


                       PostNet                               Business : (520) 745-2707                      Davenport, John
                       6990 E. 22nd Street, Suite 110             Fax : (520) 745-2711                       John Davenport
Date Est.: 9/24/2001   Tucson, AZ 85710                        E-Mail : postnetaz125@aol.com
                                                             Web Site :




1/13/2004 1:57:15 PM                                                                                            Page 3 of 51




                                                               D-3                                             January 29, 2004
AZ                                                                                                                           AZ
                      PostNet                               Business : (480) 854-8100                          Kelliher, Kathryn
                      5901 E. McKellips Road, Ste 109            Fax : (480) 854-8347                          Mail Movers, LLC
Date Est.: 11/19/2001 Mesa, AZ 85215                          E-Mail : kak1115@aol.com
                                                            Web Site :


                      PostNet                               Business : (480) 348-1015                        Levens, Martin Jay
                      10869 N Scottsdale Rd. Suite 103           Fax : (480) 348-1017             Martin Jay and Barbara Levens
Date Est.: 10/22/2001 Scottsdale, AZ 85254                    E-Mail : postnetaz127@msn.com
                                                            Web Site :


                       PostNet                              Business : (623) 979-7482                         Kumar, Narinder
                       7549 W. Cactus Road Suite #104            Fax : (623) 979-7483                   Swastik Enterprises,LLC
Date Est.: 3/28/2002   Peoria, AZ 85381
                                                            Web Site :


                      PostNet                               Business : (480) 837-1696                           Carpenter, Jay
                      16815 E. Shea Blvd.                        Fax : (480) 837-1734                   Jay and Mary Carpenter
                      Suite 110
Date Est.: 11/15/2002 Fountain Hills, AZ 85268                E-Mail : pnaz129@qwest.net
                                                            Web Site :


                       PostNet                              Business : (480) 497-2882                            Pearson, Jerry
                       891 E. Warner Rd., Suite 100              Fax : (480) 497-2884                  Jerry and Cherel Pearson
                                                                 Cell : (602) 999-6147
Date Est.: 9/16/2002   Gilbert, AZ 85296                      E-Mail : info@gilbertpostnet.com
                                                            Web Site :


                       PostNet                              Business : (480) 985-7800                             Lepire, Mark
                       4448 E. Main Street                       Fax : (480) 985-6161                   Mark and Shelley Lepire
                       Suite 3
Date Est.: 9/4/2002    Mesa, AZ 85205                         E-Mail : postnetaz131@aol.com
                                                            Web Site :


                      PostNet                               Business : (480) 988-5005                         Gaudiosi, James
                      8490 S. Power Rd., Ste. 105                Fax : (480) 988-4166                  James and Debi Gaudiosi
Date Est.: 10/14/2003 Gilbert, AZ 85297                       E-Mail : wooferman4@cox.net
                                                            Web Site :


                       PostNet                                                                                  Kuklinski, Chris
                       9115 East Baseline Road, Suite 102                                             Chris Kuklinski and Shirley
Not Yet Open           Mesa, AZ 85208                                                                                   Kuklinski
                                                            Web Site :
                                                            www.postnet.com/opening/opening.asp


                       PostNet                              Business : (480) 895-7611                            Skaggs, Troy
                       2925 East Riggs Road, Suite 8             Fax : (480) 895-1374                    Troy and Mysti Skaggs
Date Est.: 9/30/2003   Chandler, AZ 85249
                                                            Web Site :




1/13/2004 1:57:15 PM                                                                                               Page 4 of 51




                                                              D-4                                                 January 29, 2004
AZ                                                                                                                   AZ
                       PostNet                    Business : (480) 488-9972                              Gatlin, James
                       32531 N. Scottsdale Road        Fax : (480) 488-9839                  James Gatlin & Lorra Moyer
                       Suite 105
Date Est.: 12/3/2003   Scottsdale, AZ 85262          E-Mail : az135@earthlink.net


                       PostNet                                                                      McCartney, Edward
                       Coming Soon                                                                     McExpress, LLC
Coming Soon            Phoenix, AZ
                                                  Web Site :
                                                  www.postnet.com/opening/opening.asp




CA                                                                                                                   CA
                       PostNet                    Business : (831) 636-3787                                   Martin, Jill
                       1760 F Airline Highway          Fax : (831) 636-1792                                    Jill Martin
Date Est.: 10/1/1995   Hollister, CA 95023          E-Mail : post107@pacbell.net
                                                  Web Site :


                       PostNet                    Business : (661) 822-7508                            Baquerizo, David
                       785 Tucker Road Suite G         Fax : (661) 822-7509                                ProPath, Inc.
                                                     Other : (310) 331-4464
Date Est.: 9/1/1995    Tehachapi, CA 93561          E-Mail : propathkelly@cybersurfers.com
                                                  Web Site :


                       PostNet                    Business : (805) 523-8950                               Wu, James
                       207 W. Los Angeles Ave.         Fax : (805) 523-8958                    James Wu & Mike Grewal
Date Est.: 3/1/1996    Moorpark, CA 93021           E-Mail : postnet123@aol.com
                                                  Web Site :


                       PostNet                    Business : (925) 461-9838                           Lefcourt, Michael
                       2843 Hopyard Road               Fax : (925) 461-9045                  John & Martha Services, Inc.
Date Est.: 8/19/1996   Pleasanton, CA 94588         E-Mail : supracarNY@aol.com
                                                  Web Site :


                       PostNet                    Business : (530) 274-7678                             Bergthold, Dona
                       578 Sutton Way                  Fax : (530) 274-3756                              Dona Bergthold
Date Est.: 9/1/1993    Grass Valley, CA 95945       E-Mail : rodonberg@jps.net
                                                  Web Site :


                      PostNet                     Business : (818) 341-7591                          Chawla, Mohinder
                      9135-A Reseda Blvd.              Fax : (818) 341-7592                    Mohinder and Gagandeep
Date Est.: 11/19/1996 Northridge, CA 91324          E-Mail : postnet115@aol.com                                Chawla
                                                  Web Site :


                      PostNet                     Business : (818) 789-6500                                Afram, Nader
                      17328 Ventura Blvd.              Fax : (818) 789-6200                                 Nader Afram
Date Est.: 11/11/1996 Encino, CA 91316              E-Mail : golabee@aol.com
                                                  Web Site :




1/13/2004 1:57:15 PM                                                                                       Page 5 of 51




                                                    D-5                                                   January 29, 2004
CA                                                                                                                            CA
                      PostNet                               Business : (818) 349-1099                             Kaminsky, Alan
                      9909 Topanga Canyon Blvd.                  Fax : (818) 349-2027                              Alan Kaminsky
Date Est.: 11/25/1996 Chatsworth, CA 91311                    E-Mail : alan@postnetla.com
                                                            Web Site :


                       PostNet                              Business : (510) 797-5997                         Hamilton, Kenneth
                       35640 Fremont Blvd.                       Fax : (510) 797-1204                K & S Business Services, Inc.
Date Est.: 8/1/1997    Fremont, CA 94536-3420                 E-Mail : postnetca118@sbcglobal.net
                                                            Web Site :


                       PostNet                              Business : (559) 277-5423                            McKenzie, Doug
                       6083 N. Fig Garden Dr.                    Fax : (559) 277-5425                             Doug McKenzie
Date Est.: 7/1/1997    Fresno, CA 93722-                      E-Mail : postnet119@lightspeed.net
                                                            Web Site :


                       PostNet                              Business : (562) 602-0607                             Boyd, McArthur
                       4427 Candlewood Street                    Fax : (562) 602-0574                              McArthur Boyd
Date Est.: 9/5/1997    Lakewood, CA 90712                     E-Mail : POSTNET1736@MSN.COM
                                                            Web Site :


                       PostNet                              Business : (909) 944-3993                               Morris, Ralph
                       9785 Baseline Rd.                         Fax : (909) 944-6968                                Ralph Morris
Date Est.: 5/20/1998   Rancho Cucamonga, CA 91730             E-Mail : rmorris319@netzero.net
                                                            Web Site :


                      PostNet                               Business : (760) 776-1922                      Collins, Commodore
                      74-924 Country Club Drive Suite 150        Fax : (760) 776-9695               JOYCOM ENTERPRISES, INC.
Date Est.: 12/26/1997 Palm Desert, CA 92260                   E-Mail : commodore@postnetpd.com
                                                            Web Site : www.postnetpd.com


                       PostNet                              Business : (916) 353-1276                                 Clark, Cris
                       24988 Blue Ravine Rd. Suite #108          Fax : (916) 353-1349                                  Cris Clark
Date Est.: 4/15/1998   Folsom, CA 95630                       E-Mail : clarkjc@innercite.com
                                                            Web Site :


                      PostNet                               Business : (909) 860-1490                                 Lew, Vince
                      324 S. Diamond Bar Blvd.                   Fax : (909) 860-8758                                  Vince Lew
Date Est.: 11/18/1998 Diamond Bar, CA 91765                   E-Mail : postnet129@aol.com
                                                            Web Site :


                       PostNet                              Business : (760) 360-1961                                 Day, Ralph
                       42208 Washington Street                   Fax : (760) 200-9981                                  Ralph Day
Date Est.: 1/30/2001   Bermuda Dunes, CA 92201                E-Mail : twodays2002@prodigy.net
                                                            Web Site :


                      PostNet                               Business : (661) 827-9281                             Roberti, Steven
                      3400 Panama Lane Suite F                   Fax : (661) 827-9283                              Steven Roberti
Date Est.: 11/19/1998 Bakersfield, CA 93313                   E-Mail : Postnet_133@sbcglobal.net
                                                            Web Site :




1/13/2004 1:57:15 PM                                                                                                Page 6 of 51




                                                              D-6                                                  January 29, 2004
CA                                                                                                                          CA
                       PostNet                          Business : (661) 587-7678                           Lin, Hsin-Fai (Fanny)
                       13061 Rosedale Highway Suite G        Fax : (661) 587-7698               California Blackstone Group, Inc.
Date Est.: 8/20/1999   Bakersfield, CA 93312              E-Mail : postnetca135@sbcglobal.net
                                                        Web Site :


                      PostNet                           Business : (760) 758-2223                               Daniels, Curtis
                      4225 Oceanside Blvd. Suite M           Fax : (760) 758-2237                    Curits and Barbara Daniels
Date Est.: 11/29/1999 Oceanside, CA 92056                 E-Mail : pnetca137@sbcglobal.net
                                                        Web Site :


                       PostNet                          Business : (510) 791-3030                               Uraizee, Vasim
                       5178 Mowry Avenue                     Fax : (510) 791-5702                                Vasim Uraizee
Date Est.: 8/31/2000   Fremont, CA 94538                  E-Mail : uraizees@yahoo.com
                                                        Web Site :


                       PostNet                          Business : (530) 751-9545                              Schneider, Mark
                       712 West Onstott Road                 Fax : (530) 751-9555                               Mark Schneider
Date Est.: 3/5/2003    Yuba City, CA 95993                E-Mail : postnet@syix.com
                                                        Web Site :


                       PostNet                                                                                      Day, James
                       425 Sunrise Way South                                                                         James Day
Not Yet Open           Palm Springs, CA 92264
                                                        Web Site :
                                                        www.postnet.com/opening/opening.asp


                       PostNet                          Business : (916) 772-7766                              Sotelo, Terrence
                       2230 Sunset Blvd. Ste 330             Fax : (916) 772-7760                               Terrence Sotelo
                                                             Cell : (916) 813-8815
                                                           Other : (650) 377-1033
Date Est.: 12/12/2001 Rocklin, CA 95765                   E-Mail : postnet@starstream.net
                                                        Web Site :


                       PostNet                          Business : (510) 235-9114                             Williams, Dennis
                       2163 Meeker Avenue                    Fax : (510) 235-9088                     Dennis & Darlene Williams
Date Est.: 9/11/2002   Richmond, CA 94804                 E-Mail : postnetpros@sbcglobal.net.
                                                        Web Site :


                      PostNet                           Business : (619) 461-3887                                 Major, Sharon
                      6977 Navajo Road                       Fax : (619) 461-3882                                  Sharon Major
Date Est.: 12/12/2001 San Diego, CA 92119                 E-Mail : postnetca152@aol.com
                                                        Web Site :


                      PostNet                           Business : (707) 455-7471                                Arefian, Mehdi
                      767 E. Monte Vista Ave.                Fax : (707) 455-7472                                 Mehdi Arefian
Date Est.: 10/16/2002 Vacaville, CA 95688                 E-Mail : ca154@sbcglobal.net
                                                        Web Site :


                       PostNet                          Business : (916) 364-7118                              Bermejo, Melvic
                       8740-B La Rivieria Drive              Fax : (916) 364-7109                      Melvic Bermejo & Lucelita
Date Est.: 6/9/2003    Sacramento, CA 95826               E-Mail : vbpostnet@sbcglobal.net                             Bermejo
                                                        Web Site :


1/13/2004 1:57:16 PM                                                                                               Page 7 of 51




                                                          D-7                                                     January 29, 2004
CA                                                                                                                            CA
                       PostNet                                                                                  Beke, Thomas
                       Coming Soon                                                                     Thomas and Marissa Beke
Coming Soon            Temecula, CA
                                                      Web Site :
                                                      www.postnet.com/opening/opening.asp


                       PostNet                        Business : (916) 419-6155                                     Martin, Noel
                       4660 Natomas Blvd. # 120            Fax : (916) 419-6255                   Martin Business Services, L.L.C.
Date Est.: 1/8/2003    Sacramento, CA 95835             E-Mail : noel.martin@sacpostnet.com
                                                      Web Site : www.sacpostnet.com


                       PostNet                             Fax : (916) 344-4234                                Tognazzini, Ryon
                       7511 Watt Avenue               Business : (916) 338-6100                           Ryon & Karri Tognazzini
                       Suite 102
Date Est.: 8/14/2002   North Highlands, CA 95660        E-Mail : PostNet@NHPostNet.com
                                                      Web Site :


                      PostNet                         Business : (707) 552-5774                                Jean, Jean-Marie
                      4300 Sonoma Blvd.                    Fax : (707) 552-7959                      Jean-Marie Jean and Patricia
                      Suite 816                                                                                           Reese
Date Est.: 10/31/2002 Vallejo, CA 94589                 E-Mail : Parkplacepostnet@sbcglobal.net
                                                      Web Site :


                       PostNet                        Business : (909) 355-3091                                  Nguyen, Cybelle
                       14584 Baseline Road                 Fax : (909) 355-3092                           Cybelle & Sidac Nguyen
                       Suite 300
Date Est.: 9/19/2002   Fontana, CA 92336                E-Mail : postnetfontana@earthlink.net
                                                      Web Site :


                      PostNet                         Business : (650) 756-8500                                    Fong, Patrick
                      3931 Alemany Blvd. Suite 2002        Fax : (650) 756-0800                          Patrick and Martha Fong
Date Est.: 11/20/2002 San Francisco, CA 94132           E-Mail : postnetsf@2by2.net
                                                      Web Site :


                      PostNet                         Business : (805) 777-8866                               Husain, Zeeshan
                      1710 N. Moorpark Rd.                 Fax : (805) 777-8868                    Zeeshan Husain and Shahzain
Date Est.: 12/11/2002 Thousand Oaks, CA 91360           E-Mail : topostnet@earthlink.net                                Husain
                                                      Web Site :


                       PostNet                        Business : (661) 259-8244                                  Aisenson, Brian
                       26910 The Old Road                  Fax : (661) 259-8452                                       BNDA, Inc.
Date Est.: 9/18/2003   Valencia, CA 91381               E-Mail : PostNetCA163@aol.com
                                                      Web Site :


                       PostNet                        Business : (760) 202-4777                              Carpenter, Michael
                       72-877 Dinah Shore Drive            Fax : (760) 202-4641                   Michael Carpenter and Adreinne
                       Suite 103                                                                                        Alegrete
Date Est.: 4/9/2003    Rancho Mirage, CA 92270          E-Mail : postnetrm@aol.com
                                                      Web Site :




1/13/2004 1:57:16 PM                                                                                                Page 8 of 51




                                                        D-8                                                        January 29, 2004
CA                                                                                                                         CA
                       PostNet                           Business : (408) 997-0944                         Habteyes, Amha
                       6950 Almaden Expressway                Fax : (408) 997-0954                 Amha Habteyes and Sandra
Date Est.: 6/18/2003   San Jose, CA 95120                  E-Mail : pnca166@sbcglobal.net                            Payton
                                                         Web Site :


                       PostNet                           Business : (916) 691-2210                           Oineza, Renato
                       7119 Elk Grove Blvd., Suite 121        Fax : (916) 691-2231                  Renato and Juliana Oineza
Not Yet Open           Elk Grove, CA 95758
                                                         Web Site :
                                                         www.postnet.com/opening/opening.asp


                       PostNet                                                                                DeRuyter, Ted
                       Coming Soon                                                             Theodore and Jaunita DeRuyter
Coming Soon            Chula Vista, CA                     E-Mail : DeRuyter@cox.net
                                                         Web Site :
                                                         www.postnet.com/opening/opening.asp


                       PostNet                           Business : (408) 366-9700                             Patel, Ashvin
                       5205 Prospect Road, #135               Fax : (408) 366-9701                AKS Business Services, LLC
Date Est.: 6/23/2003   San Jose, CA 95129                  E-Mail : info@sjpostnet.com
                                                         Web Site : www.sjpostnet.com


                       PostNet                           Business : (818) 888-3144                              Mac, Jatindar
                       22351 Ventura Blvd. West               Fax : (818) 888-3141                               Jatindar Mac
Date Est.: 5/7/2003    Woodland Hills, CA 91364-1521
                                                         Web Site :


                       PostNet                           Business : (909) 894-5255                          Garcia, Anneleah
                       29992 Hunter Road Suite 105            Fax : (909) 894-5451                          Two Bizy Mrs, Inc.
Date Est.: 9/29/2003   Murrieta, CA 92563                  E-Mail : postnet173@yahoo.com
                                                         Web Site :


                       PostNet                                                                                MacBeth, Paul
                       Coming Soon                                                                     Paul & Norma MacBeth
Coming Soon            Plumas, CA
                                                         Web Site :
                                                         www.postnet.com/opening/opening.asp


                       PostNet                                                                                   Martin, Noel
                       Coming Soon                                                             Martin Business Services, L.L.C.
Coming Soon            Sacramento, CA CA
                                                         Web Site :
                                                         www.postnet.com/opening/opening.asp


                       PostNet                                                                              Stewart, Meredith
                       Coming Soon                                                                    Meredith and Ian Stewart
Coming Soon            Corona, CA                          E-Mail : mer@nyro.com
                                                         Web Site :
                                                         www.postnet.com/opening/opening.asp




1/13/2004 1:57:16 PM                                                                                             Page 9 of 51




                                                           D-9                                                  January 29, 2004
CA                                                                                                                       CA
                       PostNet                                                                                 Jones, Arthur
                       Coming Soon                                                                  Arthur and Carolyn Jones
Coming Soon            Corona Hills, CA
                                                          Web Site :
                                                          www.postnet.com/opening/opening.asp


                      PostNet                             Business : (714) 963-9383                           Abidi, Sherwin
                      10120 Adams Ave.                         Fax : (714) 963-9483                   Sherwin and Rene Abidi
Date Est.: 12/19/2003 Huntington Beach, CA 92646
                                                          Web Site :


                      PostNet                             Business : (408) 246-8005                              Nag, Pallob
                      5126 Stevens Creek Blvd                  Fax : (408) 246-8006                      Baybiz Services, Inc.
Date Est.: 11/20/2003 San Jose, CA 95129                    E-Mail : contact@gopostnet.com
                                                          Web Site : www.gopostnet.com


                       PostNet                            Business     : (209) 744-9003                      Venegas, Mark
                       10400 Twin Cities Road, Suite 20   Business     : (209) 744-9019            Mark and Joanne Venegas
                                                          Business     : (209) 744-9020
                                                               Fax     : (209) 744-9043
Not Yet Open           Galt, CA 95632
                                                          Web Site : www.postnetonline.com


                       PostNet                                                                                   Asare, Gus
                       Coming Soon                                                                      Gus and Faaea Asare
Coming Soon            Diamond Bar, CA
                                                          Web Site :
                                                          www.postnet.com/opening/opening.asp


                       PostNet                                                                                  Vang, Ruth
                       Coming Soon                                                              Ruth Vang & Nai P. Sae Yung
Coming Soon            Sacramento, CA                       E-Mail : ruth.vang@earthlink.net
                                                          Web Site :
                                                          www.postnet.com/opening/opening.asp


                       PostNet                            Business : (909) 340-2685                        Hernandez, Fred
                       1185 Magnolia Ave.                      Fax : (909) 340-2687             Fred & Pamela Hernandez and
                       Suite A                                                                             Patricia Gonzalez
Not Yet Open           Corona, CA 92879
                                                          Web Site : www.postnet.com


                       PostNet                                                                                Patel, Hemant
                       Coming Soon                                                                             Hemant Patel
Coming Soon            Brentwood, CA
                                                          Web Site :
                                                          www.postnet.com/opening/opening.asp


                       PostNet                            Business : (661) 588-7770                     Sandhu, Amrit (Amy)
                       6077 Coffee Road #4                     Fax : (661) 589-3214                            Amrit Sandhu
Date Est.: 12/4/2003   Bakersfield, CA 93308
                                                          Web Site :
                                                          www.postnet.com/opening/opening.asp




1/13/2004 1:57:16 PM                                                                                           Page 10 of 51




                                                            D-10                                               January 29, 2004
CA                                                                                                                            CA
                       PostNet                                                                                        Jantz, Carl
                       Coming Soon                                                                                     Carl Jantz
Coming Soon            Citrus Heights, CA
                                                        Web Site :
                                                        www.postnet.com/opening/opening.asp




CO                                                                                                                            CO
                       PostNet                          Business : (303) 933-6116                                   Bacalis, Paul
                       9956 West Remington Place             Fax : (303) 933-6080                               Mail 'N' More, Inc.
Date Est.: 7/1/1993    Littleton, CO 80128-               E-Mail : postnet@icai.com
                                                        Web Site :


                       PostNet                          Business : (970) 490-2213                                  Harbour, Don
                       1624 So. Lemay Ave Suite #10          Fax : (970) 490-2215
                                                           Other : (800) 990-3626
                                                           Other : (970) 227-7043
Date Est.: 6/1/1996    Ft. Collins, CO 80525              E-Mail : postnet@mcleodusa.net
                                                        Web Site :


                       PostNet                          Business : (970) 223-5916                                 Taylor, Kim
                       1112 Oakridge Drive Suite #104        Fax : (970) 223-0999                      OWASA Investments, LLC
Date Est.: 12/1/1996   Fort Collins, CO 80525             E-Mail : postnet4@frii.com
                                                        Web Site :


                       PostNet                          Business : (970) 871-9000                                 Stokes, Kathy
                       1625 Mid Valley Drive #1              Fax : (970) 871-9001                       TJ and K Adventures, Inc.
Date Est.: 5/21/1997   Steamboat Springs, CO 80487        E-Mail : kathy@steamboatpostnet.com
                                                        Web Site :


                       PostNet                          Business : (303) 664-1756                              Mitchell, Maurice
                       368 S. McCaslin Blvd.                 Fax : (303) 664-0036                 HurdleSutra Business Solutions,
Date Est.: 1/30/1997   Louisville, CO 80027-              E-Mail : louisvilleco@postnetmail.com                               Inc.
                                                        Web Site :


                      PostNet                           Business : (303) 840-4809                               Kendrick, Debra
                      12999 S. Parker Rd.                    Fax : (303) 840-4838                              3DRC Corporation
Date Est.: 11/19/1998 Parker, CO 80134                    E-Mail : postnetco123@earthlink.net
                                                        Web Site :


                       PostNet                          Business : (303) 438-1234                                   Shantz, Lylia
                       12161 Sheridan Blvd. Suite D          Fax : (303) 439-2328                                      LJS Corp.
Date Est.: 4/20/1999   Broomfield, CO 80020               E-Mail : postnet108@qwest.net
                                                        Web Site :


                       PostNet                          Business : (303) 494-5549                                     Hunt, Ellen
                       1617 Coalton Road                     Fax : (303) 494-0894                                      Ellen Hunt
Date Est.: 11/4/1999   Superior, CO 80027                 E-Mail : co110@postnetmail.com
                                                        Web Site :




1/13/2004 1:57:16 PM                                                                                               Page 11 of 51




                                                          D-11                                                     January 29, 2004
CO                                                                                                                          CO
                       PostNet                                     Fax : (303) 665-8868                          Byrne, Patricia
                       2770 Arapahoe Road, Suite 132          Business : (303) 665-8068                           Patricia Byrne
Date Est.: 5/20/2000   Lafayette, CO 80026                      E-Mail : postnetco111@qwest.net
                                                              Web Site :


                       PostNet                                Business : (303) 699-9600                          Wachter, Keith
                       18121 E. Hampden Ave. Unit C                Fax : (303) 699-9777                           Keith Wachter
Date Est.: 9/23/1999   Aurora, CO 80013                         E-Mail : kwpostnet@earthlink.net
                                                              Web Site :


                       PostNet                                Business : (303) 972-6263                          Williams, Steve
                       12482 W. Ken Caryl Ave. Unit B1             Fax : (303) 972-6429                           Steve Williams
Date Est.: 1/13/2000   Littleton, CO 80127                      E-Mail : postnetco114@aol.com
                                                              Web Site :


                       PostNet                                Business : (303) 979-3502                   Randolph, Stephen M.
                       8555 W. Belleview Ave.                      Fax : (303) 973-4159                      Stephen Randolph
Date Est.: 6/1/1999    Littleton, CO 80123                      E-Mail : coloradopostnet@hotmail.com
                                                              Web Site :


                       PostNet                                Business : (303) 431-4401                           Hagedorn, Jim
                       7529 W. 80th Avenue                         Fax : (303) 431-0455                LDJ Enterprises, Inc. S/C
Date Est.: 6/1/1999    Arvada, CO 80003                         E-Mail : postnetco119@cs.com
                                                              Web Site :


                       PostNet                                Business : (719) 547-3493                           Turner, Trent
                       1021 Market Plaza North, Suite A-107        Fax : (719) 547-2438                  Trent & Rachelle Turner
Date Est.: 8/27/2001   Pueblo West, CO 81007                    E-Mail : postnet@aculink.net
                                                              Web Site :


                      PostNet                                 Business : (303) 660-6220                             Brown, Bob
                      7280 Lagae Road, Unit F                      Fax : (303) 660-6326                  JB Mailing Services, Inc
Date Est.: 10/11/2002 Castle Rock, CO 80104                     E-Mail : postnetco123@earthlink.net
                                                              Web Site :


                       PostNet                                Business : (303) 451-1313                            Cotton, Barry
                       12910 Zuni St., #500                        Fax : (303) 451-0114                             Barry Cotton
Date Est.: 4/10/2002   Westminster, CO 80234                    E-Mail : postnetco124@aol.com
                                                              Web Site :


                       PostNet                                Business : (303) 773-2920                          Keener, Gerald
                       8962 E. Hampden Ave.                        Fax : (720) 200-0740                           Gerald Keener
Date Est.: 5/8/2002    Denver, CO 80231
                                                              Web Site :




1/13/2004 1:57:16 PM                                                                                              Page 12 of 51




                                                                D-12                                              January 29, 2004
CO                                                                                                                              CO
                       PostNet                                   Home       : (303) 688-7320                       Kendrick, Debra
                       3624 Highlands Ranch Parkway            Business     : (303) 683-7678                      3DRC Corporation
                                                                    Fax     : (303) 683-7497
                                                                    Cell    : (303) 437-6788
                       Suite 205
Date Est.: 4/25/2002   Highlands Ranch, CO 80126                 E-Mail : info@mypostnet.com
                                                               Web Site : www.mypostnet.com


                      PostNet                                  Business : (970) 726-5202                           Downer, Jerome
                      78491 U.S. Highway 40, #B2                    Fax : (970) 726-5242             Colorado Mountain Systems, Inc.
Date Est.: 11/13/2002 Winter Park, CO 80482                      E-Mail : postnet@cmsigroup.com
                                                               Web Site :


                      PostNet                                  Business : (303) 340-0998                           Jeffrey, Michael
                      200 Quebec St.                                Fax : (303) 340-1017                       CS-Taste Counts, Inc.
                      Bldg. 300, Suite 111
Date Est.: 11/20/2002 Denver, CO 80230
                                                               Web Site :


                       PostNet                                 Business : (720) 733-1616                           Jeffrey, Michael
                       834-F S. Perry St.                           Fax : (720) 733-1611                       CS-Taste Counts, Inc.
Date Est.: 12/2/2002   Castle Rock, CO 80104                     E-Mail : posnetco130@aol.com
                                                               Web Site :


                       PostNet                                 Business : (303) 680-9413                           Noon, Kenneth
                       20269 Smokey Hill Road, Unit B               Fax : (303) 680-9431                  Midday Developments, Inc.
                                                                    Cell : (720) 280-0975
Date Est.: 4/30/2003   Centennial, CO 80015                      E-Mail : postnetco132@qwest.net
                                                               Web Site :


                       PostNet                                 Business : (303) 753-6500                            Keener, Gerald
                       6460 East Yale Avenue, Suite E-80            Fax : (303) 753-6501                             Gerald Keener
                                                                    Cell : (720) 984-6232
Date Est.: 6/11/2003   Denver, CO 80222                          E-Mail : postnetco133@qwest.net
                                                               Web Site :


                       PostNet                                 Business : (303) 665-2221                              Krohn, Bruce
                       535 West South Boulder Road, Ste. 240        Fax : (303) 665-7221                               Bruce Krohn
Date Est.: 9/15/2003   Lafayette, CO 80026
                                                               Web Site :


                       PostNet                                                                                     Richards, Dennis
                       East 29th Avenue Town Center, #801                                               Stapleton Business Services,
Not Yet Open           Denver, CO                                                                                               LLC
                                                               Web Site :
                                                               www.postnet.com/opening/opening.asp


                       PostNet                                 Business : (303) 450-7678                               Myong, Intae
                       13762 Colorado Blvd., Suite 124              Fax : (303) 450-7670                                Myong, Inc.
Date Est.: 12/1/2003   Thornton, CO 80602                        E-Mail : info@postnetco.com
                                                               Web Site : www.postnetco.com




1/13/2004 1:57:17 PM                                                                                                  Page 13 of 51




                                                                 D-13                                                 January 29, 2004
CO                                                                                                                CO
                       PostNet                        Business : (303) 651-9893                     Lozinski, Harold
                       1067 S. Hover Street, Unit E        Fax : (303) 651-7929                   Doors Opened, Inc.
Not Yet Open           Longmont, CO 80501               E-Mail : postnetco139@aol.com
                                                      Web Site :



CT                                                                                                                 CT
                       PostNet                        Business : (860) 886-5900                       Weber, Steve
                       595 W. Main St.                     Fax : (860) 887-0738             Norwich Printing Co., Inc.
Date Est.: 6/1/1999    Norwich, CT 06360                E-Mail : steve@postnetct.com
                                                      Web Site :



DC                                                                                                                DC
                       PostNet                                                                       Keller, Rodney
                       801 Mt. Vernon Avenue                                                   Urban Hospitality, LLC
Not Yet Open           Washington, DC 20001
                                                      Web Site :
                                                      www.postnet.com/opening/opening.asp




DE                                                                                                                DE
                       PostNet                        Business : (302) 836-9766                            Volk, John
                       26 Fox Hunt Drive                   Fax : (302) 836-9774                              JAV, Inc.
Date Est.: 11/1/1995   Bear, DE 19701                   E-Mail : jvolk54@aol.com
                                                      Web Site :


                       PostNet                        Business : (302) 644-9034                       Kopunek, Tom
                       4590 Highway One                    Fax : (302) 644-9036             Amercis International, Inc.
Date Est.: 2/11/1997   Rehoboth Beach, DE 19971         E-Mail : postnet@verizon.net
                                                      Web Site :


                       PostNet                        Business : (302) 224-5670                        Stoddard, Lisa
                       406 Suburban Drive                  Fax : (302) 224-5672                         Lisa Stoddard
Date Est.: 1/25/2001   Newark, DE 19711                 E-Mail : lepetitchevalinc@aol.com
                                                      Web Site :



FL                                                                                                                 FL
                       PostNet                        Business : (850) 235-3777                      Tragesser, Rick
                       11208 Hutchison Blvd.               Fax : (850) 235-1020                       Rick Tragesser
Date Est.: 1/1/1994    Panama City Beach, FL 32407      E-Mail : POSTNETFL102@YAHOO.COM
                                                      Web Site :


                       PostNet                        Business : (941) 412-0010                        Kelly, David
                       997 Tamiami Trail #B                Fax : (941) 412-9601              New World Partners, Inc.
                                                         Other : (941) 921-6744
Date Est.: 3/1/1994    Nokomis, FL 34275                E-Mail : PaceCarVet@aol.com
                                                      Web Site :




1/13/2004 1:57:17 PM                                                                                   Page 14 of 51




                                                        D-14                                           January 29, 2004
FL                                                                                                                          FL
                       PostNet                            Business : (305) 853-1101                               Gallo, Karen
                       88005 Overseas Hwy. #10                 Fax : (305) 853-1181                    Karen Gallo dba PostNet
Date Est.: 8/1/1994    Islamorada, FL 33036                 E-Mail : kargallo@netscape.net
                                                          Web Site :


                       PostNet                            Business : (850) 235-2318                            Tragesser, Rick
                       2433 Thomas Drive                       Fax : (850) 235-2403                             Rick Tragesser
Date Est.: 7/1/1994    Panama City Beach, FL 32408-         E-Mail : postnetfl106@yahoo.com
                                                          Web Site :


                       PostNet                            Business : (941) 387-7447                              Boudrot, Kevin
                       29 Avenue of the Flowers                Fax : (941) 387-7363                PostNet of Longboat Key, Inc.
Date Est.: 11/9/1996   Longboat Key, FL 34228               E-Mail : postnetoflbk@aol.com
                                                          Web Site :


                       PostNet                            Business : (813) 926-1833                             Larkins, Calvin
                       8578 Gunn Hwy.                          Fax : (813) 926-1834                              Calvin Larkins
Date Est.: 6/9/1997    Odessa, FL 33556-                    E-Mail : PostnetOdessa@aol.com
                                                          Web Site :


                       PostNet                            Business : (407) 324-7448                             Taylor, Rodger
                       4185 West Lake Mary Blvd.               Fax : (407) 324-8048                 R&B Central Enterprises Inc.
Date Est.: 6/27/1997   Lake Mary, FL 32746-2410
                                                          Web Site :


                       PostNet                            Business : (941) 758-1511                           Campbell, William
                       6094 14th Street West                   Fax : (941) 758-1521                  William and Faye Campbell
                                                               Cell : (941) 232-0885
Date Est.: 3/8/1998    Bradenton, FL 34207                  E-Mail : Fl117Postnet@hotmail.com
                                                          Web Site :


                       PostNet                            Business : (239) 437-3888                           Sweigert, Vernon
                       13401-9 Summerlin Road                  Fax : (239) 437-3897                   PostNet Postal & Business
Date Est.: 2/25/1999   Ft. Myers, FL 33919                  E-Mail : postnetfl119@mindspring.com            Service Center, Inc.
                                                          Web Site :


                       PostNet                            Business : (941) 743-2204                           Hawthorne, Brian
                       1940 Kings Highway Suite 4              Fax : (941) 743-2209                            Brian Hawthorne
Date Est.: 1/14/1999   Port Charlotte, FL 33980             E-Mail : postnet@gls3c.com
                                                          Web Site :


                       PostNet                            Business : (941) 342-7500                             Davies, Ralph
                       5436 Fruitville Road D-2                Fax : (941) 342-7555                   Ralph and Kathryn Davies
Date Est.: 2/14/2002   Sarasota, FL 34232                   E-Mail : postnetfl123@aol.com
                                                          Web Site :


                       PostNet                            Business : (321) 726-1667                           Woodie, Freddie
                       3830 South Highway A1A Suite C-3        Fax : (321) 726-1668                   Freddie and Doris Woodie
Date Est.: 11/5/1998   Melbourne Beach, FL 32951            E-Mail : postnetfl124@yahoo.com
                                                          Web Site :




1/13/2004 1:57:17 PM                                                                                             Page 15 of 51




                                                            D-15                                                 January 29, 2004
FL                                                                                                               FL
                       PostNet                        Business : (813) 994-1711                    Bahloul, Mostafa
                       27251 SR 54, Suite B-14             Fax : (813) 994-1770                     Mostafa Bahloul
Date Est.: 9/12/1998   Wesley Chapel, FL 33543          E-Mail : postnet125@msn.com
                                                      Web Site :


                       PostNet                        Business : (941) 379-4559                    Kerwin, Reginald
                       4025 Cattlemen Road                 Fax : (941) 379-0938                     Reginald Kerwin
Date Est.: 1/18/1999   Sarasota, FL 34233               E-Mail : beeridge@yahoo.com
                                                      Web Site :


                       PostNet                        Business : (561) 627-1316                      Russotti, Betty
                       12189 US Highway 1 Suite 49         Fax : (561) 622-6872                 Shipping Connection
Date Est.: 6/1/1999    N. Palm Beach, FL 33408          E-Mail : brussotti@aol.com
                                                      Web Site :


                       PostNet                                                                      Lamarche, Luis
                       Coming Soon                                                                   Luis Lamarche
Coming Soon            Miami, FL
                                                      Web Site :
                                                      www.postnet.com/opening/opening.asp


                       PostNet                        Business : (941) 924-2215                       Frenz, Walter
                       5370 Clark Road Suite A             Fax : (941) 924-2558                      UBISERV, INC.
Date Est.: 4/15/2002   Sarasota, FL 34233               E-Mail : PostNetFL135@yahoo.com
                                                      Web Site :


                      PostNet                         Business : (727) 771-8222                     Gardner, David
                      33195 U.S. Highway 19 North          Fax : (727) 771-6299                      David Gardner
Date Est.: 10/30/2000 Palm Harbor, FL 34684             E-Mail : DavidGardneriii@aol.com
                                                      Web Site :


                       PostNet                        Business : (305) 829-3655                       Baum, Miguel
                       8591 NW 186 Street                  Fax : (305) 829-3713                          Mizy, LLC
Date Est.: 8/14/2002   Miami, FL 33015
                                                      Web Site :


                       PostNet                        Business : (850) 215-7678                          Cao, Minh
                       807 N. Tyndall Pkwy.                Fax : (850) 215-7679                           Minh Cao
Date Est.: 6/26/2003   Panama City, FL 32404            E-Mail : postnetfl146@yahoo.com
                                                      Web Site :


                       PostNet                        Business : (813) 973-9919                      Thorne, Jamie
                       1221 Bruce B. Downs Blvd.           Fax : (813) 973-9929               Noten Enterprises, Inc.
Date Est.: 1/15/2003   Wesley Chapel, FL 33543          E-Mail : postnetfl147@ij.net
                                                      Web Site :


                       PostNet                        Business : (954) 578-9543                        Hidalgo, Jose
                       9260 W. Commercial Boulevard        Fax : (954) 578-9546             Jonaign Investment, Corp
                                                      Business : (954) 578-9544
Date Est.: 5/21/2003   Sunrise, FL 33351                E-Mail : post148@bellsouth.net
                                                      Web Site :




1/13/2004 1:57:17 PM                                                                                  Page 16 of 51




                                                        D-16                                          January 29, 2004
FL                                                                                                                         FL
                       PostNet                       Business : (813) 948-7332                                 Thorne, Jamie
                       2209 Collier Parkway               Fax : (813) 948-7339                          Noten Enterprises, Inc.
                                                          Cell : (813) 758-2026
Date Est.: 12/2/2003   Land O' Lakes, FL 34639


                       PostNet                        Business : (941) 355-7544                                 Kelly, David
                       6201 N. Lockwood Ridge Road         Fax : (941) 351-4025                       New World Partners, Inc.
                                                           Cell : (941) 544-1791
                                                           Cell : (941) 544-1779
Date Est.: 8/1/2002    Sarasota, FL 34243               E-Mail : DerekSpracklen@msn.com
                                                     Web Site :
                                                     www.postnet.com/opening/opening.asp


                      PostNet                         Business : (407) 847-3220                              Gomez, Maria
                      1926 N. John Young Parkway           Fax : (407) 847-3227                        CLEVERNET USA, INC.
Date Est.: 12/30/2002 Kissimmee, FL 34741               E-Mail : postnetfl151@earthlink.net
                                                     Web Site :
                                                     www.postnet.com/opening/opening.asp


                       PostNet                       Business : (352) 861-6711                                  Lambo, Scott
                       5400 SW College Road               Fax : (352) 861-6911                                   Linda Lambo
                       Suite 302
Date Est.: 8/22/2003   Ocala, FL 34474                 E-Mail : postnetfl152@earthlink.net
                                                     Web Site :


                       PostNet                       Business : (407) 363-1488                                   Kelly, David
                       7557 West Sandlake Rd.             Fax : (407) 363-1490                  New World Postal Development
Date Est.: 5/8/2003    Orlando, FL 32819               E-Mail : postnetfl153@cfl.rr.com                            (CFL), Inc.
                                                     Web Site :


                       PostNet                       Business : (954) 752-4055                       Pradas Perez, Francisco
                       8202 Wiles Road                    Fax : (954) 752-4072                X-PAND INTERNATIONAL CORP.
Not Yet Open           Coral Springs, FL 33067


                       PostNet                       Business : (904) 519-1911                             Ventimiglia, James
                       10915-109 Baymeadows Road          Fax : (904) 519-5990                   James and Barbara Ventimiglia
Not Yet Open           Jacksonville, FL 32256          E-Mail : postnetfl155@bellsouth.net
                                                     Web Site :


                       PostNet                                                                                   Suster, Boris
                       6005 Stirling Road                                                                         Susmil, Inc.
                       Paradise Promenade Unit B-2
Not Yet Open           Davie, FL 33314               Web Site :
                                                     www.postnet.com/opening/opening.asp


                       PostNet                                                                                 Lewis, Enrique
                       13170-58 Atlantic Blvd.                                                           Rick and Reina Lewis
Not Yet Open           Jacksonville, FL 32225
                                                     Web Site :
                                                     www.postnet.com/opening/opening.asp




1/13/2004 1:57:17 PM                                                                                            Page 17 of 51




                                                        D-17                                                    January 29, 2004
FL                                                                                                                            FL
                       PostNet                                                                                    McCray, Betty
                       Coming Soon                                                                                 Betty McCray
Coming Soon            Tallahasse, FL
                                                             Web Site :
                                                             www.postnet.com/opening/opening.asp




GA                                                                                                                           GA
                       PostNet                               Business : (770) 663-6448                          Coppola, Louis
                       11525 Haynes Bridge Road, Suite 110        Fax : (770) 663-0570                Coppola Postal & Business
Date Est.: 5/1/1995    Alpharetta, GA 30004-                   E-Mail : lcoppola@bellsouth.net                    Services, Inc.
                                                             Web Site :


                       PostNet                               Business : (912) 384-9567                         Winters, Warren
                       512 S. Peterson Ave.                       Fax : (912) 383-6675                          Warren Winters
Date Est.: 12/1/1994   Douglas, GA 31533                       E-Mail : postnetdouglas@hotmail.com
                                                             Web Site :


                       PostNet                               Business : (770) 667-8999                        Romaniello, Linda
                       11950 Jones Bridge Road Suite #115         Fax : (770) 667-3849                         Linda Romaniello
Date Est.: 7/30/1996   Alpharetta, GA 30005                    E-Mail : postnet@america.net
                                                             Web Site :


                       PostNet                               Business : (770) 761-8499                              Dial, Paula
                       2274 Salem Road Suite 106                  Fax : (770) 761-8495                       PC Enterprises, Inc.
                                                                  Cell : (404) 886-6377
Date Est.: 11/14/1996 Conyers, GA 30013                        E-Mail : postnetconyers@aol.com
                                                             Web Site :


                       PostNet                               Business : (678) 547-1088                      Diallo, Alghassimou
                       3364-A Chamblee Tucker Road                Fax : (678) 547-1089                       Alghassimou Diallo
Date Est.: 11/4/1996   Chamblee, GA 30341                      E-Mail : atv57@yahoo.com
                                                             Web Site :


                      PostNet                                Business : (706) 651-8500                              Poe, Gerald
                      403 Fury's Ferry Road Suite #106            Fax : (706) 651-8655                              Po' Girl, Inc.
Date Est.: 10/17/1996 Martinez, GA 30907                       E-Mail : ga108@transedge.com
                                                             Web Site : www.postnetaugusta.com


                       PostNet                               Business : (706) 210-4242                          Chrjapin, Karen
                       4357B Washington Road                      Fax : (706) 210-4313                    Task Masters Business
Date Est.: 7/10/1999   Evans, GA 30809                         E-Mail : bkc@postnetaugusta.com             Services Incorporated
                                                             Web Site : www.postnetaugusta.com


                       PostNet                               Business : (770) 736-5779                      Messenger, Robert
                       3035 Centerville Highway Suite 12          Fax : (770) 736-8384               Messenger Delivery Service,
Date Est.: 9/10/1999   Snellville, GA 30039                    E-Mail : RMesse3484@aol.com                                  Inc.
                                                             Web Site :




1/13/2004 1:57:17 PM                                                                                              Page 18 of 51




                                                               D-18                                               January 29, 2004
GA                                                                                                                      GA
                       PostNet                               Business : (678) 418-3055                      Palmer, James
                       3037 Panola Rd.                            Fax : (678) 418-3056                          Cuzco, Inc.
                                                                  Cell : (404) 379-7678
Date Est.: 2/1/2001    Lithonia, GA 30038                      E-Mail : postnet1@bellsouth.net
                                                             Web Site :


                       PostNet                               Business : (678) 418-0015                      Palmer, James
                       4919 Flat Shoals Parkway                   Fax : (678) 418-0092                          Cuzco, Inc.
                                                                  Cell : (404) 379-7678
Date Est.: 10/3/2000   Decatur, GA 30034                       E-Mail : cuzco120@hotmail.com
                                                             Web Site : www.postnetpro.com/678-


                       PostNet                                                                              Rankin, Ronald
                       Coming Soon                                                                           Ronald Rankin
Coming Soon            Covenington, GA                         E-Mail : jrrankin@bellsouth.net
                                                             Web Site :
                                                             www.postnet.com/opening/opening.asp


                       PostNet                               Business : (706) 453-4901                         Meade, Ben
                       6326 Lake Oconee Parkway                   Fax : (706) 453-4909                          Ben Meade
Date Est.: 11/6/2002   Greensboro, GA 30642                    E-Mail : postnetlakeoconee@email.com
                                                             Web Site :


                       PostNet                               Business : (770) 390-0455                      Stearns, Aleta
                       5588 Chamblee Dunwoody Road, Ste. #        Fax : (770) 390-0467                Kokopelli Designs, Inc.
                        2
                                                                 Cell : (770) 329-7348
Date Est.: 3/12/2003   Dunwoody, GA 30338                      E-Mail : postnetga125@earthlink.net
                                                             Web Site :


                       PostNet                                                                             Sung, Ae Kyung
                       Coming Soon                                                                          Ae Kyung Sung
Coming Soon            Atlanta, GA
                                                             Web Site :
                                                             www.postnet.com/opening/opening.asp




GU                                                                                                                      GU
                       PostNet Guam #1                       Business : (671) 649-2917                     Young, Russell
                       1270 N. Marine Drive                       Fax : (671) 649-2919                  Postal Express, Inc.
Date Est.: 1/1/1994    Tamuning, GU 96913                      E-Mail : postnet@netpci.com
                                                             Web Site :


                       PostNet Guam #2                       Business : (671) 646-2415                         Peters, Frank
                       415 Chalan San Antonio Rd. Ste 101         Fax : (671) 646-2417                Priority Express Corp.
Date Est.: 3/1/1997    Tamuning, GU 96911-                     E-Mail : tamuningpostnet@yahoo.com
                                                             Web Site :




1/13/2004 1:57:18 PM                                                                                          Page 19 of 51




                                                               D-19                                           January 29, 2004
HI                                                                                                                               HI
                       PostNet                            Business : (808) 959-0066                                   Lau, Pamela
                       111 E. Puainako Street Suite 585        Fax : (808) 959-2344                                    Pamela Lau
Date Est.: 9/1/1995    Hilo, HI 96720                       E-Mail : pamela@postnethilo.com
                                                          Web Site :



IA                                                                                                                               IA
                       PostNet                            Business : (515) 225-6299                             Christman, Wendy
                       4949 Westown Parkway Suite 165          Fax : (515) 225-9844                          Christman Corporation
Date Est.: 12/1/1995   West Des Moines, IA 50266            E-Mail : postnetiowa@netins.net
                                                          Web Site :



IL                                                                                                                                IL
                       PostNet                            Business : (847) 234-9422                                  Kahn, David
                       825 South Waukegan Road A8              Fax : (847) 234-9510                     Postal Express Center, Inc.
Date Est.: 6/1/1993    Lake Forest, IL 60045                E-Mail : postnet@cin.net
                                                          Web Site :


                       PostNet                            Business : (630) 325-6245                             Shenouda, Ibrahim
                       80 Burr Ridge Parkway                   Fax : (630) 325-6281                                Ava Mina Corp.
Date Est.: 10/1/1995   Burr Ridge, IL 60521                 E-Mail : igshenouda@wideopenwest.com
                                                          Web Site :


                       PostNet                            Business : (618) 277-5910                              Babinsky, Andrew
                       26 Carlyle Plaza                        Fax : (618) 277-5950                               Andrew Babinsky
Date Est.: 11/6/1996   Belleville, IL 62220
                                                          Web Site :


                       PostNet                            Business : (708) 301-9430                                 Drake, Tommy
                       14234 S. Bell Road                      Fax : (708) 301-9432                                  Tommy Drake
Date Est.: 3/13/1997   Lockport, IL 60441                   E-Mail : RubyeTD@aol.com
                                                          Web Site :


                       PostNet                            Business : (773) 244-9360                                    Woo, Jasen
                       636 W. Diversey Pkwy.                   Fax : (773) 244-8290                                    Boxcom, Inc.
Date Est.: 4/16/1998   Chicago, IL 606141511                E-Mail : PostNetIL116@aol.com
                                                          Web Site :


                      PostNet                             Business : (847) 755-0616                                Stein, Jason
                      182 East Golf Road                       Fax : (847) 755-0628                     JMSVETT Enterprise Corp.
Date Est.: 10/21/1999 Schaumburg, IL 60173                  E-Mail : jmsvett@hotmail.com
                                                          Web Site :


                       PostNet                            Business : (708) 442-4175                                    Cruz, Jesse
                       7301 W. 25th Street                     Fax : (708) 442-4176                J. and C. of North Riverside, Inc.
Date Est.: 8/30/2000   North Riverside, IL 60546            E-Mail : postnetjc@msn.com
                                                          Web Site :




1/13/2004 1:57:18 PM                                                                                                 Page 20 of 51




                                                            D-20                                                     January 29, 2004
IL                                                                                                                      IL
                       PostNet                      Business : (773) 298-0671                             Lundin, Roberta
                       1803 W. 95th Street               Fax : (773) 298-0673                              Roberta Lundin
Date Est.: 10/8/2001   Chicago, IL 60643              E-Mail : postnetil@hotmail.com
                                                    Web Site :


                       PostNet                      Business : (773) 394-0010                           Jimenez, Carmen
                       2820 West North Avenue            Fax : (773) 394-0880                             Urban Copy, Inc.
Date Est.: 4/19/2001   Chicago, IL 60647              E-Mail : postnetil122@yahoo.com
                                                    Web Site :


                       PostNet                      Business : (630) 553-7333                                 Barry, Joe
                       1218 Bridge Street                Fax : (630) 553-7999                                SHIP-IT, Inc.
                       Suite B6
Date Est.: 8/15/2002   Yorkville, IL 60560            E-Mail : Postnetyorkville1@hotmail.com
                                                    Web Site :


                       PostNet                                                                            Carroll, Carolyn
                       Coming Soon                                                                         Carolyn Carroll
Coming Soon            Chicago, IL
                                                    Web Site :
                                                    www.postnet.com/opening/opening.asp


                       PostNet                      Business : (312) 243-3330                           Smith, Jacqueline
                       1258 S. Halsted                   Fax : (312) 243-3332                            Jacqueline Smith
Not Yet Open           Chicago, IL 60607
                                                    Web Site :
                                                    www.postnet.com/opening/opening.asp


                       PostNet                      Business : (847) 566-2184                           Trawkowski, Jack
                       1154 W. Maple Avenue              Fax : (847) 566-2596                   Jack & Dorothy Trawkowski
Date Est.: 12/3/2003   Mundelein, IL 60060
                                                    Web Site :
                                                    www.postnet.com/opening/opening.asp


                       PostNet                                                                          Mundinger, Randy
                       Coming Soon                                                             Randy and Denise Mundinger
Coming Soon            Lake County, IL
                                                    Web Site :
                                                    www.postnet.com/opening/opening.asp




IN                                                                                                                     IN
                       PostNet                      Business : (260) 925-6511                                Groves, Rick
                       346 North Grandstaff Drive        Fax : (260) 925-8006                                 Rick Groves
Date Est.: 5/1/1994    Auburn, IN 46706               E-Mail : postnet@ctlnet.com
                                                    Web Site : www.postnetauburn.com


                       PostNet                      Business : (260) 483-3727                                Shears, Jerry
                       5525 A Coldwater Rd.              Fax : (260) 483-2429                        Jerry and Lois Shears
Date Est.: 1/1/1994    Fort Wayne, IN 46825           E-Mail : postnetin103@aol.com
                                                    Web Site :




1/13/2004 1:57:18 PM                                                                                        Page 21 of 51




                                                      D-21                                                  January 29, 2004
IN                                                                                                                         IN
                       PostNet                            Business : (317) 462-7118                                Fiano, Joe
                       1278 N. State Street #112               Fax : (317) 462-7307                                 Joe Fiano
Date Est.: 10/1/1995   Greenfield, IN 46140                 E-Mail : inpnet@earthlink.net
                                                          Web Site :


                      PostNet                             Business : (812) 853-6462                    Klopfenstein, Michael
                      8437 Bell Oaks Drive                     Fax : (812) 853-6733                     Michael Klopfenstein
Date Est.: 10/20/1998 Newburgh, IN 47630                    E-Mail : MiReKlopfe@aol.com
                                                          Web Site :


                       PostNet                            Business : (812) 284-3770                            Tate, Rachael
                       1703 Charlestown New Albany Pike        Fax : (812) 284-3747                             Rachael Tate
Date Est.: 9/23/1999   Jeffersonville, IN 47130             E-Mail : rtate@aye.net
                                                          Web Site :


                       PostNet                            Business : (219) 865-7860                           Castor, Johnny
                       202 Joliet Street 101                   Fax : (219) 864-7157                            Johnny Castor
Date Est.: 6/23/2001   Dyer, IN 46311                       E-Mail : postnetdyer@sbcglobal.net
                                                          Web Site :


                       PostNet                            Business : (219) 649-7678                           Bucki, William
                       9131 Taft Street                        Fax : (219) 649-7680                PostNet of Merrillville, LLC
Date Est.: 7/16/2002   Merrillville, IN 46410               E-Mail : bucki2@mindspring.com
                                                          Web Site : www.postnetmerrillville.com



KS                                                                                                                        KS
                       PostNet                            Business : (913) 402-9572                              Jones, Chip
                       6908 West 135th Street                  Fax : (913) 402-9574                               Chip Jones
Date Est.: 11/3/2000   Overland Park, KS 66223              E-Mail : postnetkansas@yahoo.com
                                                          Web Site :



LA                                                                                                                        LA
                       PostNet                            Business : (225) 677-7522                          Guillot, Caprice
                       17188 Airline Hwy. Suite M              Fax : (225) 677-7129                           Caprice Guillot
Date Est.: 3/11/1999   Prairieville, LA 70769               E-Mail : cagservices@earthlink.net
                                                          Web Site :


                       PostNet                            Business : (504) 834-3434                          Faison, Edwina
                       2701 Airline Highway, Suite Q           Fax : (504) 834-9299                           Edwina Faison
Date Est.: 8/29/2001   Metairie, LA 70001                   E-Mail : postnetla102@yahoo.com
                                                          Web Site :


                       PostNet                            Business : (985) 624-8774                           Wallace, Scott
                       310 Dalwill Drive                       Fax : (985) 624-8683                            Scott Wallace
Date Est.: 9/25/2003   Mandeville, LA 70471
                                                          Web Site : www.mandevillepostnet.com




1/13/2004 1:57:18 PM                                                                                           Page 22 of 51




                                                            D-22                                               January 29, 2004
LA                                                                                                                                LA
                       PostNet                                                                                         Doley, Aaron
                       Coming Soon                                                                                      Aaron Doley
Coming Soon            New Orleans, LA
                                                               Web Site :
                                                               www.postnet.com/opening/opening.asp




MD                                                                                                                               MD
                       PostNet                                 Business : (301) 590-7127                                  Park, Sam
                       832 Muddy Branch Road                        Fax : (301) 590-0625                                   Sam Park
Date Est.: 4/1/1995    Gaithersburg, MD 20878                    E-Mail : postnetmd105@netzero.com
                                                               Web Site :


                       PostNet                                 Business : (410) 250-5800                      Clattenburg, Leona D.
                       12913 Costal Highway Suite #6                Fax : (410) 250-5900                       Leona D. Clattenburg
Date Est.: 9/23/1999   Ocean City, MD 21842                      E-Mail : cpocla@aol.com
                                                               Web Site :



MI                                                                                                                                MI
                       PostNet                                 Business : (517) 349-7100                                  Clark, Jim
                       3520 Okemos Road #6                          Fax : (517) 349-7186                 B & J Clark Enterprises, Inc.
Date Est.: 12/1/1995   Okemos, MI 48864                          E-Mail : JC072651@aol.com
                                                               Web Site :


                       PostNet                                 Business : (269) 651-2670                       Martindale, William
                       971 S. Centerville Road                      Fax : (269) 659-0942                  Networking Concepts, Inc.
Date Est.: 6/1/1996    Sturgis, MI 49091                         E-Mail : postnetsturgis@chartermi.net
                                                               Web Site :


                       PostNet                                 Business : (313) 791-8494                              Killion, Lynne
                       23309 Ford Road                              Fax : (313) 791-8496                        Shipping Connection
Date Est.: 6/1/1999    Dearborn, MI 48128                        E-Mail : postnet.dearborn@usa.net
                                                               Web Site :



MN                                                                                                                               MN
                       PostNet                                 Business : (763) 717-0100                               Francis, John
                       4335 Pheasant Ridge Dr. NE Suite #224        Fax : (763) 717-7269                          Prius Services, Inc.
                                                                    Cell : (612) 868-0745
Date Est.: 11/13/2001 Blaine, MN 55449                           E-Mail : Blaine@PostNetMN.com
                                                               Web Site :


                       PostNet                                 Business : (763) 559-2700                               Francis, John
                       3505 Vicksburg Lane North #900               Fax : (763) 559-2711                          Prius Services, Inc.
Date Est.: 5/8/2002    Plymouth, MN 55447-1321                   E-Mail : plymouth@postnetmn.com
                                                               Web Site :




1/13/2004 1:57:18 PM                                                                                                  Page 23 of 51




                                                                 D-23                                                 January 29, 2004
MN                                                                                                                        MN
                       PostNet                          Business : (612) 253-0500                               Francis, John
                       3208 West Lake Street                 Fax : (612) 253-0502                          Prius Services, Inc.
Date Est.: 6/11/2002   Minneapolis, MN 55416              E-Mail : calhoun@postnetmn.com
                                                        Web Site :


                       PostNet                          Business : (651) 322-8190                                Welsh, John
                       3860 150th Street West                Fax : (651) 322-2506                                 John Welsh
                                                             Cell : (612) 386-4090
Date Est.: 6/19/2002   Rosemount, MN 55068                E-Mail : postnet@postnetmidwest.com
                                                        Web Site : www.postnetmidwest.com


                       PostNet                          Business : (507) 388-3226                               Dodd, Jayne
                       1901 Madison Avenue, Suite 110        Fax : (507) 388-2869                        Rick and Jayne Dodd
Date Est.: 11/6/2002   Mankato, MN 56001                  E-Mail : dodd33@mchsi.com
                                                        Web Site :


                       PostNet                          Business : (651) 345-4567                             Van Loon, Jay
                       111 South 8th Street                  Fax : (651) 345-4712               Munson Xpress C/O Cliff Emery
                                                           Other : (651) 385-9564
Date Est.: 10/10/2002 Lake City, MN 55041                 E-Mail : lc@postnetmxp.com
                                                        Web Site :


                       PostNet                          Business : (651) 388-3700                             Van Loon, Jay
                       168 Tyler Road South                  Fax : (651) 388-3737               Munson Xpress C/O Cliff Emery
Date Est.: 10/9/2002   Red Wing, MN 55066                 E-Mail : rw@postnetmxp.com
                                                        Web Site :


                      PostNet                           Business : (952) 448-9878                                Little, Jerry
                      150 Pioneer Trail                      Fax : (952) 448-9970                           BrandCentric, Inc.
Date Est.: 11/24/2003 Chaska, MN 55318                    E-Mail : postnetmn109@mchsi.com
                                                        Web Site :



MO                                                                                                                        MO
                       PostNet                          Business : (816) 246-5800                               Henry, David
                       432 S.W. Ward Road                    Fax : (816) 246-7272                                David Henry
                                                             Cell : (816) 304-4296
Date Est.: 10/3/1996   Lee's Summit, MO 64081             E-Mail : ziaent@qwest.net
                                                        Web Site :


                       PostNet                          Business : (816) 356-8868                                Isberg, Larry
                       9340 E. State Route 350               Fax : (816) 356-8878                                     JRI, Inc.
Date Est.: 7/16/1997   Raytown, MO 64133-6505             E-Mail : postnet1@birch.net
                                                        Web Site :


                       PostNet                          Business : (636) 282-7477                              Reichert, Craig
                       14 Arnold Park Mall                   Fax : (636) 287-2203                   Craig and Dorothy Reichert
Date Est.: 4/2/2003    Arnold, MO 63010                   E-Mail : postnetmo109@sbcglobal.net
                                                        Web Site :




1/13/2004 1:57:18 PM                                                                                           Page 24 of 51




                                                          D-24                                                  January 29, 2004
MO                                                                                                                      MO
                       PostNet                            Business : (816) 220-9969                            Baker, Tom
                       1720 S.W. US 40 Highway                 Fax : (816) 220-9867                     Tom and Judy Baker
Not Yet Open           Blue Springs, MO 64015
                                                          Web Site :
                                                          www.postnet.com/opening/opening.asp


                       PostNet                                                                             Englesby, Susan
                       233 SW Greenwich                                                                    SMEnglesby, Inc.
Not Yet Open           Lee's Summit, MO 64082               E-Mail : englesby@planetkc.com
                                                          Web Site :
                                                          www.postnet.com/opening/opening.asp




MT                                                                                                                      MT
                       PostNet                            Business : (406) 449-0940                       Stuehm, Ramona
                       2905 North Montana Ave.                 Fax : (406) 449-0929                        Ramona Stuehm
Date Est.: 1/1/1994    Helena, MT 59601                     E-Mail : postnet-mt@qwest.net
                                                          Web Site :


                      PostNet                             Business : (406) 652-6868                          Sanders, Kelly
                      100 24th Street West Suite 1             Fax : (406) 652-4343                           Kelly Sanders
Date Est.: 11/11/1999 Billings, MT 59101                    E-Mail : kelly@postnetmontana.com
                                                          Web Site :


                       PostNet                            Business : (406) 771-8999                            Kelley, Todd
                       1601 Marketplace Drive, Suite 28        Fax : (406) 771-9155                             Todd Kelley
Date Est.: 8/31/2000   Great Falls, MT 59404                E-Mail : postnetgf@prodigy.net
                                                          Web Site :


                       PostNet                            Business : (406) 294-7447                              Carr, Joan
                       2912 Grand Avenue                       Fax : (406) 294-7450                               Joan Carr
Date Est.: 6/6/2001    Billings, MT 59102                   E-Mail : postnet@180com.net
                                                          Web Site :


                       PostNet                                                                              Yovetich, John
                       Coming Soon                                                                       LJ Enterprises, Inc.
Coming Soon            Missoula, MT
                                                          Web Site :
                                                          www.postnet.com/opening/opening.asp




NC                                                                                                                      NC
                       PostNet                            Business : (910) 395-1850                           Owen, Herb
                       228 Eastwood Rd. Unit A-3               Fax : (910) 395-2314             Owen Business Services, Inc.
Date Est.: 1/1/1994    Wilmington, NC 28403                 E-Mail : postnetw@bellsouth.net
                                                          Web Site :


                       PostNet                            Business : (828) 692-4549                               Dill, Mike
                       677 Spartanburg Highway                 Fax : (828) 692-4474                                Mike Dill
Date Est.: 4/1/1995    Hendersonville, NC 28792             E-Mail : postnet@rfci.net
                                                          Web Site :




1/13/2004 1:57:19 PM                                                                                          Page 25 of 51




                                                            D-25                                              January 29, 2004
NC                                                                                                                NC
                       PostNet                         Business : (919) 461-3747                  Patel, Jayesmkumar
                       1939 High House Road                 Fax : (919) 461-3703                   Jayesmkumar Patel
Date Est.: 10/1/1995   Cary, NC 27513                    E-Mail : postnet@ipass.net
                                                       Web Site :


                       PostNet                         Business : (910) 618-1224                           Elks, Allen
                       2914 North Elm Street                Fax : (910) 618-1247                            Allen Elks
                                                            Cell : (910) 740-3156
Date Est.: 11/1/1995   Lumberton, NC 28358               E-Mail : info@postnetLnc.com
                                                       Web Site :


                       PostNet                         Business : (828) 286-2322                            Dill, Mike
                       1495 U.S. Hwy. 74-A Suite 150        Fax : (828) 286-8184                             Mike Dill
Date Est.: 1/1/1996    Spindale, NC 28160                E-Mail : postnet@rfci.net
                                                       Web Site :


                       PostNet                          Business : (704) 344-1701                  Saunders Jr., John
                       220 N. Pine Street, Suite A           Fax : (704) 344-0242                   John Saunders Jr.
                                                             Cell : (704) 577-0545
Date Est.: 8/1/1997    Charlotte, NC 28202                E-Mail : srmpn@aol.com
                                                       Web Site :
                                                       www.postnet.com/opening/opening.asp


                       PostNet                         Business : (704) 895-4300                       Coogle, Sherry
                       19809-B North Cove Road              Fax : (704) 895-4303                       DRCoogle, Inc.
Date Est.: 2/27/1998   Cornelius, NC 28031               E-Mail : dennis@postnet.biz
                                                       Web Site : www.postnet.biz


                      PostNet                          Business : (336) 288-6380                      Reiland, John
                      3720-A Battleground Av.               Fax : (336) 288-4581                JRLR Enterprises, Inc.
Date Est.: 12/14/1997 Greensboro, NC 27410               E-Mail : postnet@gbronline.com
                                                       Web Site :


                       PostNet                         Business : (828) 883-4363                       Ream, Richard
                       1004 Old Hendersonville Hwy          Fax : (828) 883-4652               Richard & Patricia Ream
Date Est.: 12/1/1997   Brevard, NC 28712                 E-Mail : postnet@citcom.net
                                                       Web Site :


                       PostNet                         Business : (704) 660-1511                           Coy, Larry
                       125-F Trade Court Road               Fax : (704) 660-1512                            Larry Coy
Date Est.: 12/9/1999   Mooresville, NC 28117             E-Mail : racecitypostnet@aol.com
                                                       Web Site :


                       PostNet                         Business : (828) 298-1211                 Bradley II, Ronald E.
                       801 Fairview Road                    Fax : (828) 298-9211                  Ronald E. Bradley II
Date Est.: 8/12/1999   Asheville, NC 28803               E-Mail : postnet@bellsouth.net
                                                       Web Site :


                       PostNet                         Business : (919) 303-0141                        Liegeot, Mary
                       1773 West Wiliams St                 Fax : (919) 303-1042                         Mary Liegeot
Date Est.: 12/9/1999   Apex, NC 27523                    E-Mail : postnetapex@mindspring.com
                                                       Web Site :


1/13/2004 1:57:19 PM                                                                                    Page 26 of 51




                                                         D-26                                           January 29, 2004
NC                                                                                                                        NC
                       PostNet                              Business : (919) 577-0164                            Walker, Colin
                       1322 N. Main St.                          Fax : (919) 577-0165                 Colin and Victoria Walker
Date Est.: 6/1/1999    Fuquay-Varina, NC 27526                E-Mail : postnet121@earthlink.net
                                                            Web Site :


                       PostNet                              Business : (919) 821-9233                         Ravel, Jitendra
                       3104 Hillsborough St.                     Fax : (919) 821-9238                     Shipping Connection
Date Est.: 6/1/1999    Raleigh, NC 27607                      E-Mail : raleighpostnet@yahoo.com
                                                            Web Site :


                      PostNet                               Business : (704) 948-1796                      Saunders Jr., John
                      5806 Prosperity Church Rd. Suite A2        Fax : (704) 948-7623                   T.S.G. PostNet1 L.L.C.
Date Est.: 11/30/2000 Charlotte, NC 28269                     E-Mail : PostNet@Speedburner.com
                                                            Web Site :


                       PostNet                              Business : (336) 446-4287                         Pulliam, Rodney
                       952-I Golf House Road West                Fax : (336) 446-4293                          Rodney Pulliam
Date Est.: 5/11/2001   Whitsett, NC 27377                     E-Mail : Postnet125@earthlink.net
                                                            Web Site :


                       PostNet                              Business : (919) 362-5678                           Patel, Mukesh
                       3434 Kildaire Farm Road, Ste., 135        Fax : (919) 362-1450                            Mukesh Patel
Date Est.: 8/9/2001    Cary, NC 27511
                                                            Web Site :


                      PostNet                               Business : (704) 522-6311                              Gill, David
                      5110 Park Road, Suite 1-C                  Fax : (704) 522-1455             D & J Business Services, Inc.
Date Est.: 11/27/2001 Charlotte, NC 28209                     E-Mail : postnet3@bellsouth.net
                                                            Web Site :


                       PostNet                              Business : (910) 937-0520                           Brown, Kathy
                       1335-E Western Blvd.                      Fax : (910) 937-0500                            Kathy Brown
Date Est.: 9/10/2001   Jacksonville, NC 28546                 E-Mail : postnet@wna-linknet.com
                                                            Web Site :


                       PostNet                              Business : (704) 295-0055                        Reyes, Anthony
                       5668 International Drive, Suite F         Fax : (704) 295-0056             Beach Front Investments Inc.
Date Est.: 6/27/2002   Charlotte, NC 28270                    E-Mail : postnetnc129@hotmail.com
                                                            Web Site :


                       PostNet                              Business : (704) 455-4900                    Stubblefield, Sharon
                       4351 Main Street Suite 105                Fax : (704) 455-4906                  Handles With Care, Inc.
                                                                 Cell : (704) 309-1856
Date Est.: 8/27/2002   Harrisburg, NC 28075                   E-Mail : postnet@ctc.net
                                                            Web Site :


                       PostNet                              Business : (336) 454-6177                            Wallace, Lee
                       108 W. Main Street, Suite H               Fax : (336) 454-6178                             Lee Wallace
Date Est.: 7/10/2002   Jamestown, NC 27282
                                                            Web Site :




1/13/2004 1:57:19 PM                                                                                            Page 27 of 51




                                                              D-27                                              January 29, 2004
NC                                                                                                                       NC
                       PostNet                                                                           Saunders Jr., John
                       Coming Soon                                                                    T.S.G. PostNet1 L.L.C.
Coming Soon            , NC                                   E-Mail : PostNetCarolinas@AOL.com
                                                            Web Site :
                                                            www.postnet.com/opening/opening.asp


                       PostNet                              Business : (704) 849-7026                          Schimpf, Ron
                       11508 H Providence Road                   Fax : (704) 849-7062                              RJS, Inc.
Date Est.: 6/18/2003   Charlotte, NC 28277-2691               E-Mail : ronschimpf01@aol.com
                                                            Web Site :


                       PostNet                                                                               Wingo, Patrick
                       Coddle Creek Shopping Center                                                    The Wingo Group, Inc.
Not Yet Open           Charlotte, NC
                                                            Web Site :
                                                            www.postnet.com/opening/opening.asp


                       PostNet                                                                            Tompkins, Bert C.
                       Hunter's Crossing Shopping Center                                          BLT Business Services, Inc.
Not Yet Open           Charlotte, NC
                                                            Web Site :
                                                            www.postnet.com/opening/opening.asp




NE                                                                                                                       NE
                       PostNet                              Business : (402) 231-8600                           Huber, Mark
                       302 South 36th Street, Suite 1000         Fax : (402) 231-8648                 Print, Pack & Post, LLC
Date Est.: 9/24/2003   Omaha, NE 68131                        E-Mail : mark@payflex.com
                                                            Web Site :


                       PostNet                              Business : (402) 330-7111                           Huber, Mark
                       14614 West Center Road Suite A            Fax : (402) 330-1419                 Print, Pack & Post, LLC
Date Est.: 10/1/2003   Omaha, NE 68144
                                                            Web Site : www.postnetomaha.com



NJ                                                                                                                       NJ
                       PostNet                              Business : (732) 302-0202                       Burman, David
                       120 Cedar Grove Lane                      Fax : (732) 302-0204                      Upscale Mail, Inc.
                                                               Other : (732) 302-0203
Date Est.: 6/1/1993    Somerset, NJ 08873                     E-Mail : profb@msn.com
                                                            Web Site :


                       PostNet                              Business : (609) 624-8750                          Valente, Rod
                       2087 S. Shore Rd.                         Fax : (609) 624-8636                         Concordia, Inc.
Date Est.: 1/23/1997   Seaville, NJ 08230-                    E-Mail : POSTNET@comcast.net
                                                            Web Site :


                       PostNet                              Business : (609) 871-1500                       Beltz, Raymond
                       621 Beverly Rancocas Road Suite 2C        Fax : (609) 877-3903                        Raymond Beltz
Date Est.: 8/4/1999    Willingboro, NJ 08046                  E-Mail : postnet08046@hotmail.com
                                                            Web Site :



1/13/2004 1:57:19 PM                                                                                          Page 28 of 51




                                                              D-28                                            January 29, 2004
NJ                                                                                                                          NJ
                       PostNet                        Business : (732) 819-0306                               Leggiere, Gina
                       1633 Stelton Road                   Fax : (732) 819-0307                Shipping Connection / J-Are, Inc.
Date Est.: 8/31/1999   Piscataway, NJ 08854             E-Mail : sarpisc@optonline.net
                                                      Web Site :


                      PostNet                         Business : (856) 696-7678                                Gibson, William
                      301 S. Main Road                     Fax : (856) 696-7828                       William and Janet Gibson
                      Suite B5
Date Est.: 12/11/2002 Vineland, NJ 08360                E-Mail : PostnetNJ118@comcast.net
                                                      Web Site :


                       PostNet                        Business : (973) 664-1012                             Vasquez, William
                       123 East Main St.                   Fax : (973) 664-1014                William and Madeleine Vasquez
Date Est.: 11/6/2003   Denville, NJ 07834               E-Mail : Postnj119@optonline.net
                                                      Web Site :


                       PostNet                        Business : (732) 972-4100                                   Frons, David
                       118 Route 9 North                   Fax : (732) 972-5004                                Skye Dawn , Inc.
                                                         Other : (732) 761-2343
Date Est.: 10/27/2003 Marlboro, NJ 07726                E-Mail : dfrons@skyedawn.com
                                                      Web Site : www.postnetmarlboro.com


                       PostNet                                                                                Chernow, Gary
                       521 Berlin-Cross Keys Road                                                     Gary and Linda Chernow
Not Yet Open           Sicklerville, NJ 08080           E-Mail : gchern12@comcast.net
                                                      Web Site :
                                                      www.postnet.com/opening/opening.asp


                       PostNet                                                                                Mendez, Richard
                       344 Grove St.                                                                           Richard Mendez
Not Yet Open           Jersey City, NJ 07302
                                                      Web Site :
                                                      www.postnet.com/opening/opening.asp




NM                                                                                                                         NM
                       PostNet                        Business : (505) 474-4477                            Richardson, Michael
                       1704-B Llano Street                 Fax : (505) 474-2886                 Financial Awareness Group Inc.
Date Est.: 1/1/1994    Santa Fe, NM 87505               E-Mail : mike@financialawareness.net
                                                      Web Site :



NV                                                                                                                          NV
                       PostNet                        Business : (702) 898-2430                                McSorley, Neal
                       2245 N. Green Valley Parkway        Fax : (702) 898-2432                        Neal and Jane McSorley
                                                           Cell : (702) 236-7967
                                                        Home : (702) 222-9959
Date Est.: 1/1/1994    Henderson, NV 89014              E-Mail : postnetpro@yahoo.com
                                                      Web Site :




1/13/2004 1:57:19 PM                                                                                             Page 29 of 51




                                                        D-29                                                     January 29, 2004
NV                                                                                                                     NV
                       PostNet                     Business : (702) 258-8898                               Drake, Larry L.
                       850 South Rancho                 Fax : (702) 258-4788                                Larry L. Drake
Date Est.: 4/1/1995    Las Vegas, NV 89106-4788      E-Mail : davoner@msn.com
                                                   Web Site :


                       PostNet Express                  Fax : (702) 228-7814                             Lin, Ying (Sarah)
                       2211 North Rampart Blvd.    Business : (702) 228-7678                      Ying Lin and Erik Ohlson
                                                      Other : (702) 228-7678
Date Est.: 6/1/1994    Las Vegas, NV 89128           E-Mail : cadajh@aol.com
                                                   Web Site :


                       PostNet Express             Business : (702) 898-2921                                 Catalli, Gino
                       3850 East Flamingo Road          Fax : (702) 898-3017                                  Gino Catalli
Date Est.: 9/1/1994    Las Vegas, NV 89121
                                                   Web Site :


                       PostNet Express             Business : (702) 791-2333                             Phan, Hai Thanh
                       2540 South Maryland Pkwy.        Fax : (702) 791-5951                    Chain Pier Associates, Inc.
Date Est.: 9/6/1994    Las Vegas, NV 89109           E-Mail : postnethsd@earthlink.net
                                                   Web Site :


                       PostNet Express             Business : (702) 434-7555                                Rice, Conrad
                       4600 East Sunset Road            Fax : (702) 434-8089                                 Conrad Rice
Date Est.: 8/1/1994    Henderson, NV 89014           E-Mail : postnetexpressnv108@hotmail.com
                                                   Web Site :


                       PostNet Express             Business : (702) 566-5955                                  Berry, Anita
                       830 South Boulder Highway        Fax : (702) 566-8755                                   Anita Berry
Date Est.: 6/1/1995    Henderson, NV 89015
                                                   Web Site :


                       PostNet                     Business : (702) 248-1900                             Seefeldt, J. Allan
                       6130 West Tropicana              Fax : (702) 248-1901                              J. Allan Seefeldt
Date Est.: 7/1/1994    Las Vegas, NV 89103           E-Mail : skipseefeldt@hotmail.com
                                                   Web Site :


                       PostNet Express             Business : (702) 259-7678                               Chopra, Sonny
                       232 North Jones Blvd.            Fax : (702) 258-3007                                    SHL, Inc.
Date Est.: 9/1/1994    Las Vegas, NV 89107           E-Mail : skc8648@anv.net
                                                   Web Site :


                       PostNet Express             Business : (702) 437-8700                            Ahmed, Sikander
                       450 North Nellis Blvd.           Fax : (702) 437-8701                             Sikander Ahmed
Date Est.: 12/1/1994   Las Vegas, NV 89110           E-Mail : ernieeva@anv.net
                                                   Web Site :


                       PostNet Express             Business : (775) 727-8277                            Crozier, Deborah
                       601 S. State Highway 160         Fax : (775) 727-2587                             Deborah Crozier
Date Est.: 4/1/1995    Pahrump, NV 89048             E-Mail : breeze@usintouch.com
                                                   Web Site :




1/13/2004 1:57:19 PM                                                                                        Page 30 of 51




                                                     D-30                                                   January 29, 2004
NV                                                                                                                            NV
                       PostNet Express                       Business : (702) 655-5707                           Lindberg, David
                       4440 N. Rancho Drive                       Fax : (702) 655-5709                                  SHL, Inc.
Date Est.: 11/1/1995   Las Vegas, NV 89130
                                                             Web Site :


                       PostNet Express                       Business : (702) 233-6318                           Lindberg, David
                       8555 West Sahara                           Fax : (702) 233-6319                                  SHL, Inc.
Date Est.: 11/1/1995   Las Vegas, NV 89117                     E-Mail : dshl117@peoplepc.com
                                                             Web Site :


                      PostNet                                Business : (702) 869-8869                               Ruud, Joyce
                      9101 W. Sahara Ave. Suite #105              Fax : (702) 869-8870                                Joyce Ruud
Date Est.: 12/17/1996 Las Vegas, NV 89117                      E-Mail : ajruud@lvcm.com
                                                             Web Site :


                       PostNet                               Business : (702) 260-4000                       Buenbrazo, Nelson
                       7231 S. Eastern Avenue Suite B             Fax : (702) 260-4427               Nelson Buenbrazo and Marie
Date Est.: 2/1/1997    Las Vegas, NV 89119                     E-Mail : itsmagik@aol.com                               Graziano
                                                             Web Site :


                       PostNet Express                       Business : (702) 346-8545                            Van Duyne, Jim
                       350 N. Sandhill Blvd. P.O. Box 8000        Fax : (702) 346-8547                   Tri-Star Investments, Inc.
Date Est.: 9/26/1996   Mesquite, NV 89024
                                                             Web Site :


                       PostNet                               Business : (702) 837-4138                          Chaves, Manuela
                       505 E. Windmill Ln. Ste. 1B                Fax : (702) 837-4146                           Manuela Chaves
Date Est.: 9/27/1997   Las Vegas, NV 89123                     E-Mail : manuelawowie@hotmail.com
                                                             Web Site :


                       PostNet Express                       Business : (702) 270-8900                          Cannella, Susan
                       1000 N. Green Valley Pkwy.                 Fax : (702) 270-8897             Susan Cannella and Ora Grams
Date Est.: 4/16/1997   Henderson, NV 89014                     E-Mail : chadha_25@hotmail.com
                                                             Web Site :


                       PostNet                               Business : (702) 515-0601                           Lindberg, David
                       7121 W. Craig Road, Ste                    Fax : (702) 515-0602                                  SHL, Inc.
Date Est.: 4/30/2002   Las Vegas, NV 89129
                                                             Web Site :


                      PostNet                                Business : (702) 837-1660                           Singh, Devinder
                      55 S. Valle Verde Ste. #235                 Fax : (702) 837-1663                            Devinder Singh
Date Est.: 11/15/1997 Henderson, NV 89012                      E-Mail : jjduetpostnet@aol.com
                                                             Web Site :


                       PostNet                               Business : (702) 617-3790                       Corporate, PostNet
                       9775 Maryland Parkway, Suite F             Fax : (702) 617-0712                Franchise Investments, LLC
Date Est.: 8/31/2000   Las Vegas, NV 89123                     E-Mail : postnetnv133@postnet.com
                                                             Web Site :




1/13/2004 1:57:20 PM                                                                                               Page 31 of 51




                                                               D-31                                                January 29, 2004
NV                                                                                                                    NV
                       PostNet                               Business : (702) 876-8858                     Homeyer, Jeff
                       4012 South Rainbow Suite K                 Fax : (702) 876-9573                      Jeff Homeyer
Date Est.: 5/1/1998    Las Vegas, NV 89103                     E-Mail : postnet@wizard.com
                                                             Web Site :


                       PostNet Express                       Business : (702) 914-0004                       Hall, Danny
                       2385 E. Windmill Ln.                       Fax : (702) 914-0008               Danny and Linda Hall
Date Est.: 6/17/1998   Las Vegas, NV 89123                     E-Mail : danandlindahall@msn.com
                                                             Web Site :


                       PostNet                               Business : (702) 240-4408                        Baik, Sung
                       4075 S. Durango Dr. Ste. 111               Fax : (702) 240-4483                         Sung Baik
Date Est.: 2/20/2002   Las Vegas, NV 89147                     E-Mail : megapostnet@hotmail.com
                                                             Web Site :


                       PostNet                               Business : (702) 614-5166                    Fenolio, Irene
                       2654 W. Horizon Parkway, Suite B5          Fax : (702) 614-5167             Ronald & Irene Fenolio
Date Est.: 6/29/2000   Henderson, NV 89052                     E-Mail : postnet141@lvcm.com
                                                             Web Site :


                      PostNet                                Business : (702) 453-6924                  Ahmed, Sikander
                      6895 E. Lake Mead Blvd. Ste. 6              Fax : (702) 453-9782                   Sikander Ahmed
Date Est.: 12/18/1999 Las Vegas, NV 89156                      E-Mail : postnet99@post.com
                                                             Web Site :


                      PostNet                                Business : (702) 341-6155                   Aardal, Richard
                      10300 West Charleston Blvd. Suite 13        Fax : (702) 341-0496                    Richard Aardal
Date Est.: 11/30/2001 Las Vegas, NV 89135                      E-Mail : postnetnv144@aol.com
                                                             Web Site :


                       PostNet                               Business : (702) 227-5659                     Bellard, Dave
                       9435 W. Tropicana Ave., Suite 102          Fax : (702) 227-4495             Dave and Cathy Bellard
Date Est.: 2/26/2003   Las Vegas, NV 89147
                                                             Web Site :
                                                             www.postnet.com/opening/opening.asp


                       PostNet                               Business : (702) 255-1492                      Park, Hyun
                       1750 N. Buffalo Dr. #104                   Fax : (702) 255-7682                   PBY Enterprises
Date Est.: 2/26/2003   Las Vegas, NV 89128
                                                             Web Site :


                       PostNet                               Business : (702) 558-0005               Ovakimian, Gratchia
                       565 College Drive, Suite C                 Fax : (702) 567-8072                       Hovak, Inc.
Date Est.: 11/7/2001   Henderson, NV 89015                     E-Mail : postnetnv149@yahoo.com
                                                             Web Site :


                       PostNet                               Business : (702) 395-0791                   Peoples, Jeffrey
                       4950 W. Craig Road Suite 3                 Fax : (702) 839-4620                        P & H, Inc.
                                                                Other : (702) 396-9200
Date Est.: 2/18/2002   Las Vegas, NV 89130                     E-Mail : rspida@hotmail.com
                                                             Web Site :



1/13/2004 1:57:20 PM                                                                                       Page 32 of 51




                                                               D-32                                        January 29, 2004
NV                                                                                                                           NV
                       PostNet                                Business : (702) 655-1181                            Kufuor, Nana
                       8414 W. Farm Road                           Fax : (702) 655-1356                             Nana Kufuor
                                                                   Cell : (702) 461-9107
Date Est.: 12/5/2002   Las Vegas, NV 89131
                                                              Web Site :


                       PostNet                                     Fax : (702) 869-4471                        Kim, Hyunsook
                       4860 W. Desert Inn, #5                 Business : (702) 869-2701             Hyunsook Kim and Hojin Lee
Date Est.: 3/15/2002   Las Vegas, NV 89102                      E-Mail : ltdan1021@aol.com
                                                              Web Site :


                       PostNet                                Business : (702) 269-4800                            Smith, Jesse
                       209 Stephanie Street                        Fax : (702) 269-5545                             Jesse Smith
                       Suite B
Date Est.: 5/22/2002   Henderson, NV 89012                      E-Mail : Postnet159@yahoo.com
                                                              Web Site :


                       PostNet                                                                             Ovakimian, Gratchia
                       7345 S. Durango Dr. Bldg. B Ste. 107                                                        Hovak, Inc.
Not Yet Open           Las Vegas, NV 89148
                                                              Web Site :
                                                              www.postnet.com/opening/opening.asp


                       PostNet                                                                                   Brewer, Sharon
                       35 Horizon Ridge Parkway                                                                   Sharon Brewer
                       Suite 110
Not Yet Open           Henderson, NV 89015                      E-Mail : POSTNETNV161@YAHOO.COM     Web Site :
                                                              www.postnet.com/opening/opening.asp


                       PostNet                                Business : (702) 699-5522                        McAfee, Sean
                       2959 E. Desert Inn Rd.                      Fax : (702) 699-5520                Sean McAfee and James
                       Suite 1                                                                                        McAfee
Date Est.: 9/12/2002   Las Vegas, NV 89121
                                                              Web Site :


                       PostNet                                                                                     Montero, Jeff
                       Coming Soon                                                                       Jeff and Terra Montero,
Coming Soon            Las Vegas, NV                                                                           Filomena Montero
                                                              Web Site :
                                                              www.postnet.com/opening/opening.asp


                       PostNet                                                                                      Liaos, Jim
                       Coming Soon                                                                      Jim and Katherine Liaos
Coming Soon            Las Vegas, NV                            E-Mail : PostNetNV164@aol.com
                                                              Web Site :
                                                              www.postnet.com/opening/opening.asp


                       PostNet                                Business : (775) 358-4545                            Gross, Curt
                       2868 Vista Blvd Suite 124                   Fax : (775) 358-4566                    Curt and Bette Gross
Date Est.: 9/18/2003   Sparks, NV 89434                         E-Mail : pnnv165@aol.com




1/13/2004 1:57:20 PM                                                                                              Page 33 of 51




                                                                D-33                                              January 29, 2004
NV                                                                                                         NV
                       PostNet                    Business     : (702) 293-7043                   Indra, Ken
                       1022 Nevada Highway             Cell    : (775) 253-0781         BLOF Enterprises, LLC
                                                     Other     : (702) 293-3964
                                                       Cell    : (775) 253-0783
                                                       Fax     : (702) 293-4531
Date Est.: 9/11/2003   Boulder City, NV 89005
                                                  Web Site :


                       PostNet                                                                Raveling, Gayle
                       Coming Soon                                                      David & Gayle Raveling
Coming Soon            Las Vegas, NV
                                                  Web Site :
                                                  www.postnet.com/opening/opening.asp


                       PostNet                                                               Kirkpatrick, Alan
                       10120 West Flamingo Road                                         MAK Investments, LLC
                       Suite #4
Not Yet Open           Las Vegas, NV 89147        Web Site :
                                                  www.postnet.com/opening/opening.asp


                       PostNet                                                               Roca, Laura Ann
                       Coming Soon                                                            Laura Ann Roca
Coming Soon            Las Vegas, NV
                                                  Web Site :
                                                  www.postnet.com/opening/opening.asp


                       PostNet                                                                 Spalluzzi, John
                       Coming Soon                                                              John Spalluzzi
Coming Soon            Reno, NV                     E-Mail : PostNet171@msn.com
                                                  Web Site :
                                                  www.postnet.com/opening/opening.asp


                       PostNet                                                                 Yoo, Hee Joon
                       Coming Soon                                                              Hee Joon Yoo
Coming Soon            Las Vegas, NV
                                                  Web Site :
                                                  www.postnet.com/opening/opening.asp


                       PostNet                                                             Team, Aspireworks
                       3068 E Sunset Rd
Date Est.: 1/14/2004   Las Vegas, NV



NY                                                                                                         NY
                       PostNet                    Business : (718) 852-0082                    Ganz, Samuel
                       41 Schermerhorn Street          Fax : (718) 852-0185                PN Enterprises, Inc.
Date Est.: 10/1/1994   Brooklyn, NY 11201           E-Mail : postnetny@aol.com
                                                  Web Site :


                       PostNet                    Business : (914) 935-9200                    Lanza, Richard
                       118 South Ridge Street          Fax : (914) 935-9201                      JJ Lan, Corp.
Date Est.: 12/1/1994   Rye Brook, NY 10573          E-Mail : jjlan@aol.com
                                                  Web Site :



1/13/2004 1:57:20 PM                                                                            Page 34 of 51




                                                    D-34                                        January 29, 2004
NY                                                                                                                     NY
                       PostNet                        Business : (212) 693-1870                                   Lew, Ira
                       29 John Street                      Fax : (212) 693-4756                                 Inwell, Inc.
Date Est.: 8/19/1996   New York, NY 10038               E-Mail : postnet@nyct.net
                                                      Web Site :


                       PostNet                        Business : (518) 725-2401                            Terrell, Joanne
                       61 Elmwood Ave.                     Fax : (518) 725-2435             J & J Adirondack Ventures, Inc.
Date Est.: 1/26/1998   Gloversville, NY 12078           E-Mail : postnet@frontiernet.net
                                                      Web Site :


                       PostNet                              Cell : (917) 561-7572                     Ng, Kevin Kar Luen
                       130 Church Street               Business : (212) 608-8870                                 Kevin Ng
                                                            Fax : (212) 608-8872
Not Yet Open           New York, NY 10007                E-Mail : kn527@aol.com
                                                      Web Site :
                                                      www.postnet.com/opening/opening.asp


                       PostNet                        Business : (914) 241-3499                            Bianca, Donna
                       729 N. Bedford Road                 Fax : (914) 241-3975                           Yankee Fan, Inc.
Date Est.: 7/31/2003   Bedford Hills, NY 10507          E-Mail : donnab@direcway.com
                                                      Web Site :


                       PostNet                                                                         Fuhst, Jr, William
                       Coming Soon                                                                  Fuhst Enterprises, Inc.
Coming Soon            Chester, NY
                                                      Web Site :
                                                      www.postnet.com/opening/opening.asp




OH                                                                                                                     OH
                       PostNet                        Business : (740) 636-8600                             Meyer, Sandy
                       40 Washington Square                Fax : (740) 636-8611                              Sandy Meyer
Date Est.: 11/1/1993   Washington C.H., OH 43160        E-Mail : postnet@ameritech.net
                                                      Web Site :


                       PostNet                        Business : (330) 345-7447                           Cicconetti, Nina
                       343 W. Milltown Road Suite A        Fax : (330) 345-7678                            Nina Cicconetti
Date Est.: 7/1/1995    Wooster, OH 44691                E-Mail : cicconettin@hotmail.com
                                                      Web Site :


                       PostNet                        Business : (330) 562-1325                       Moroney, Carole
                       332 Aurora Commons Circle           Fax : (330) 562-1417             The Home Office & Newstand,
Date Est.: 10/1/1996   Aurora, OH 44202                 E-Mail : postnetoh104@aol.com                             LTD.
                                                      Web Site :


                       PostNet                        Business : (614) 759-7900                               Wayt, Scott
                       1039 Hill Road North                Fax : (614) 759-0860                      Scott and Dawn Wayt
Date Est.: 6/1/1997    Pickerington, OH 43147           E-Mail : postnet43147@aol.com
                                                      Web Site :




1/13/2004 1:57:20 PM                                                                                        Page 35 of 51




                                                        D-35                                                January 29, 2004
OH                                                                                                                    OH
                       PostNet                            Business : (440) 543-2599                        Jones, Robert
                       8535 Tanglewood Square Suite 5          Fax : (440) 543-2899                    Cyber - Guides, Inc.
Date Est.: 4/1/1998    Chagrin Falls, OH 44023              E-Mail : Bob@PostNetOhio.com
                                                          Web Site :


                       PostNet                            Business : (330) 468-0029                        Centa, Richard
                       8210 Macedonia Commons Blvd. #68        Fax : (330) 468-1433                           Rearch, Inc.
Date Est.: 8/11/1999   Macedonia, OH 44056 1850             E-Mail : postnetoh111@worldnet.att.net
                                                          Web Site :


                       PostNet                            Business : (330) 869-6222                           Goeldi, Rudi
                       1668 Merriman Road                      Fax : (330) 869-5210                    Shipping Connection
Date Est.: 6/1/1999    Akron, OH 44313                      E-Mail : postnetakron@mail.com
                                                          Web Site :


                       PostNet                            Business : (330) 498-0653                        Morrison, Gary
                       4934 Everhard Road NW                   Fax : (330) 498-0654                    Shipping Connection
Date Est.: 6/1/1999    Canton, OH 44718
                                                          Web Site :


                       PostNet                            Business : (614) 430-3667                       Cummings, John
                       8917 South Old State Rd.                Fax : (614) 430-3669                  John & Sue Cummings
Date Est.: 3/5/2003    Lewis Center, OH 43035               E-Mail : polarispostnet@hotmail.com
                                                          Web Site :


                       PostNet                                  Fax : (937) 748-9146                       Vondra, Daniel
                       782 North Main Street               Business : (937) 748-9134                        Daniel Vondra
                                                                Cell : (937) 367-3080
Date Est.: 11/21/2003 Springboro, OH 45066                   E-Mail : postnetohio117@ameritech.net
                                                          Web Site :
                                                          www.postnet.com/opening/opening.asp


                      PostNet                             Business : (440) 842-7100                          Selva, Gerald
                      9251 Sprague Road                        Fax : (440) 842-7113                  Gerald and Rose Selva
Date Est.: 10/23/2003 North Royalton, OH 44133              E-Mail : postnetoh118@netlink.net
                                                          Web Site :


                      PostNet                             Business : (216) 920-3300                        Yokitis, George
                      25105 Cedar Road                         Fax : (216) 920-3325                          P.NetPA, LLC
Date Est.: 10/23/2003 Lyndhurst, OH 44124
                                                          Web Site :


                       PostNet                                                                              Gardner, Tom
                       Coming Soon                                                                           Tom Gardner
Coming Soon            Westerville, OH
                                                          Web Site :
                                                          www.postnet.com/opening/opening.asp




1/13/2004 1:57:20 PM                                                                                        Page 36 of 51




                                                            D-36                                            January 29, 2004
OK                                                                                                                    OK
                      PostNet                        Business : (918) 786-3441                            Brogdon, Robert
                      520 S. Main Street                  Fax : (918) 786-5406                     Robert and Kim Brogdon
Date Est.: 10/23/1996 Grove, OK 74344                  E-Mail : knbpostnet@sbcglobal.net
                                                     Web Site :


                       PostNet                       Business : (405) 692-6475                             Poor, Dewayne
                       1620 SW 89th St. Ste.F             Fax : (405) 692-6476                              Wingco, L.L.C.
Date Est.: 8/24/1997   Oklahoma City, OK 73159         E-Mail : postnet@coxinet.net
                                                     Web Site :


                      PostNet                        Business : (405) 364-5005                          Cleveland, Bobby
                      1108 West Main                      Fax : (405) 447-4006                                Rhino Corp.
Date Est.: 10/27/1997 Norman, OK 73069                 E-Mail : postnetok@sbcglobal.net
                                                     Web Site :



OR                                                                                                                    OR
                       PostNet                       Business : (503) 684-3209                          Murphy, Kristopher
                       11575 SW Pacific Highway           Fax : (503) 684-3952                Kristopher Murphy and Fred &
Date Est.: 4/1/1994    Tigard, OR 97223-8671           E-Mail : postnetor102@speakeasy.net                 Carolyn Murphy
                                                     Web Site :


                       PostNet                       Business : (503) 658-5194                       Garcia, Israel & Lori
                       14674 S.E. Sunnyside Road          Fax : (503) 658-7454                 Golden Package Shipping &
Date Est.: 1/10/1997   Clackamas, OR 97015-            E-Mail : postnetpdx@aol.com                 Business Services, Inc.
                                                     Web Site :


                      PostNet                        Business : (503) 771-3045                              Harfield, Mary
                      4000 SE 82nd Ave. Suite 1000        Fax : (503) 771-5412                               Mary Harfield
Date Est.: 10/19/1999 Portland, OR 97266               E-Mail : PostnetOR105@aol.com
                                                     Web Site :


                       PostNet                       Business : (503) 640-8460                          DesLauries, John
                       880 NE 25th Avenue, Suite 2        Fax : (503) 640-8480                 John and Teresa DesLauries
Date Est.: 8/14/2002   Hillsboro, OR 97124             E-Mail : postnet@or106.com
                                                     Web Site :


                       PostNet                       Business : (503) 570-2720                             Siwinski, John
                       8269 G SW Wilsonville Road         Fax : (503) 570-2740                     John & Jennifer Siwinski
Date Est.: 8/21/2002   Wilsonville, OR 97070
                                                     Web Site :


                       PostNet                       Business : (503) 667-6442                  Williams, Roswitha (Rose)
                       2449 SW Cherry Park Road           Fax : (503) 667-6435                  Rose and George Williams
Date Est.: 10/2/2002   Troutdale, OR 97060
                                                      Web Site :
                                                     http://www.postnetpro.com/503-667-6442




1/13/2004 1:57:21 PM                                                                                        Page 37 of 51




                                                       D-37                                                 January 29, 2004
OR                                                                                                               OR
                       PostNet                                                                     Liberko, Stephen
                       Coming Soon                                                        Stephen and Wendy Liberko
Coming Soon            Eugene, OR
                                                    Web Site :
                                                    www.postnet.com/opening/opening.asp


                       PostNet                                                                       Sowa, Michael
                       Coming Soon                                                           Michael and Mary Sowa
Coming Soon            Woodburn, OR
                                                    Web Site :
                                                    www.postnet.com/opening/opening.asp




PA                                                                                                                PA
                       PostNet                      Business : (717) 632-5896                         Binner, Evelyn
                       1150 Carlisle Street              Fax : (717) 632-9605                          Evelyn Binner
Date Est.: 3/1/1993    Hanover, PA 17331              E-Mail : binner@netrax.net
                                                    Web Site :


                       PostNet                      Business : (724) 283-9588                   Reddinger, Gesward
                       270 Greater Butler Mart           Fax : (724) 283-3398                    Gesward Reddinger
Date Est.: 10/1/1994   Butler, PA 16001               E-Mail : postnet4u@aol.com
                                                    Web Site :


                       PostNet                      Business : (412) 771-9456                           Truax, Ryan
                       544 Pine Hollow Rd.               Fax : (412) 771-9458                  Truax Enterprises, Inc.
Date Est.: 10/1/1994   McKees Rocks, PA 15136         E-Mail : act@stargate.net
                                                    Web Site :


                      PostNet                       Business : (724) 532-2374                         Vallana, Kathy
                      423 Latrobe 30 Plaza               Fax : (724) 532-2376                          Kathy Vallana
Date Est.: 10/22/1998 Latrobe, PA 15650               E-Mail : postnetlatrobe@yahoo.com
                                                    Web Site :


                       PostNet                      Business : (215) 671-8810                         Hameid, Azmi
                       740 Red Lion Road                 Fax : (215) 671-8853                          Azmi Hameid
Date Est.: 12/7/2000   Philadelphia, PA 19115         E-Mail : azmih@msn.com
                                                    Web Site :


                       PostNet Express              Business : (412) 787-3434                        Yokitis, George
                       6511 Steubenville Pike            Fax : (412) 787-2327                          P.NetPA, LLC
                                                       Other : (724) 772-3640
Date Est.: 11/16/2000 Pittsburgh, PA 15205            E-Mail : hesters@stargate.net
                                                    Web Site :


                       PostNet                      Business : (570) 385-5382                            Fuller, Dan
                       372 Center Avenue                 Fax : (570) 385-5362                             Dan Fuller
Date Est.: 4/18/2001   Schuylkill Haven, PA 17972     E-Mail : copyit4me@postnetpa.com
                                                    Web Site :




1/13/2004 1:57:21 PM                                                                                  Page 38 of 51




                                                      D-38                                             January 29, 2004
PA                                                                                                                       PA
                       PostNet                            Business : (724) 772-1137                         Yokitis, George
                       10 Saint Francis Way Unit 9             Fax : (724) 772-1168                           P.NetPA, LLC
                                                             Other : (724) 772-3640
Date Est.: 11/29/2001 Cranberry, PA 16066                   E-Mail : hesters@stargate.net
                                                          Web Site :


                       PostNet                            Business : (412) 242-6630                         Yokitis, George
                       1709 S. Braddock Avenue                 Fax : (412) 242-6635                           P.NetPA, LLC
                                                             Other : (724) 772-3640
Date Est.: 9/20/2001   Pittsburgh, PA 15218                 E-Mail : hesters@stargate.net
                                                          Web Site :


                       PostNet                            Business : (717) 764-9500                              Smith, Ajit
                       1550-D Kenneth Road                     Fax : (717) 764-9176                               Ajit Smith
                                                               Cell : (717) 424-3516
                                                               Cell : (717) 542-2046
Date Est.: 11/11/2002 York, PA 17404                        E-Mail : postnet.york@verizon.net


                       PostNet Express                    Business : (412) 781-6605                         Yokitis, George
                       910 Freeport Road                       Fax : (412) 781-1082                           P.NetPA, LLC
Date Est.: 2/10/2003   Pittsburgh, PA 15238
                                                          Web Site :
                                                          www.postnet.com/opening/opening.asp


                      PostNet Express                     Business : (724) 775-0551                         Yokitis, George
                      111 W. Madison Street                    Fax : (724) 775-8256                           P.NetPA, LLC
Date Est.: 11/17/2003 Rochester, PA 15074
                                                          Web Site : www.papostnet.com



PR                                                                                                                       PR
                       PostNet                            Business : (787) 254-0384                        Cartagena, Julio
                       URB Buriquen 19.0                       Fax : (787) 254-0545                         Julio Cartagena
Date Est.: 3/28/2003   Cabo Rojo, PR 00623
                                                          Web Site :


                       PostNet                            Business : (787) 830-1131                        Cartagena, Julio
                       1306 Avenidia Felix Aldrando            Fax : (787) 830-1066                         Julio Cartagena
                                                             Other : (787) 210-4107
Date Est.: 3/28/2003   Isabela, PR 00662
                                                          Web Site :


                       PostNet                            Business : (787) 817-9069                     Padin Ramirez, Julio
                       Avenidia Rotarios # 511 Suite 15        Fax : (787) 817-9089             Julio Padin and Awilda Reyes
Date Est.: 6/23/2003   Arecibo, PR 00612                    E-Mail : postnet99@hotmail.com
                                                          Web Site :


                       PostNet                            Business : (787) 817-1822                  Acosta Albino, Wilfredo
                       506 Calle Truncado # 374                Fax : (787) 817-1821                   JAM Enterprises Corp.
Date Est.: 6/23/2003   Hatillo, PR 00659                    E-Mail : praf@postnet.com
                                                          Web Site :



1/13/2004 1:57:21 PM                                                                                         Page 39 of 51




                                                            D-39                                              January 29, 2004
PR                                                                                                                            PR
                       PostNet                          Business : (787) 779-2999                             Hernandez, Sheila
                       100 Road 22, Suite 50                 Fax : (787) 779-6177                              Sheila Hernandez
Date Est.: 4/10/2003   Bayamon, PR 00959
                                                        Web Site :


                       PostNet                          Business : (787) 892-2635                       Del Vargas, Mari-Carmen
                       309 Avenida Castro Perez              Fax : (787) 892-6635                            Three Dolphins Corp.
Date Est.: 7/17/2003   San German, PR 00683
                                                        Web Site :


                       PostNet                          Business : (787) 792-6817                        Baranda-Suarez, Magali
                       Ave. Roosevelt Esq. Parkside 1        Fax : (787) 783-9388                         Magali Baranda-Suarez
Date Est.: 7/20/2003   Guaynabo, PR 00968
                                                        Web Site :


                       PostNet                          Business : (787) 893-0520                                    Rivas, Felix
                       Urb. Mendezdez #6                     Fax : (787) 893-0180                                     Felix Rivas
                                                             Cell : (787) 504-8561
                       Suite 2
Date Est.: 7/20/2003   Yabucoa, PR 00767
                                                        Web Site :


                       PostNet                          Business : (787) 870-7200                          Cabrera-Cruz, Avelino
                       Carr. 165 Km 4.7                      Fax : (787) 870-7220                           Global Express Corp.
                       Bo. Qda. Cruz
Date Est.: 7/18/2003   Toa Alta, PR 00953                 E-Mail : postnettoaalta@etbyte.net
                                                        Web Site :


                       PostNet                          Business : (787) 776-2125                                Rojas, Betzaida
                       Ave. Frayoso, #1000                   Fax : (787) 776-2110
                       Inside Pueblo Xtra
Date Est.: 6/4/2003    Carolina, PR 00985                 E-Mail : postnetexpress@aol.com
                                                        Web Site :


                       PostNet                          Business : (787) 891-1545                                Cabrera, William
                       15000 Ave. Los Corazones              Fax : (787) 402-9915                  William Cabrera and Elena Ruiz
                       PMB 100
Date Est.: 3/1/2003    Aguadilla, PR 00603
                                                        Web Site :



SC                                                                                                                            SC
                       PostNet                          Business : (803) 641-6245                             McClearen, Robert
                       2400 Whiskey Road                     Fax : (803) 641-7100                                  Addiston Inc.
Date Est.: 10/1/1994   Aiken, SC 29803                    E-Mail : robertmclearen@mindspring.net
                                                        Web Site :


                       PostNet                          Business : (864) 222-1808                               Sanders, Patricia
                       1619 E. Greenville Street             Fax : (864) 222-1809                     Patricia Sanders and Merritt
Date Est.: 6/24/1996   Anderson, SC 29621                 E-Mail : spostnet@bellsouth.net                               Rechichar
                                                        Web Site :




1/13/2004 1:57:21 PM                                                                                               Page 40 of 51




                                                          D-40                                                     January 29, 2004
SC                                                                                                                   SC
                       PostNet                       Business : (843) 293-0159                     Canterbury, Kenneth
                       4504 Socastee Blvd. Unit C         Fax : (843) 293-0167               Canterbury Enterprises, Inc.
Date Est.: 5/6/1998    Myrtle Beach, SC 29575          E-Mail : postnetsc108@aol.com
                                                     Web Site :


                      PostNet                        Business : (803) 548-2831                       Montgomery, Ron
                      1646-E West Highway 160             Fax : (803) 548-3854              R & S Business Services, Inc
Date Est.: 10/21/1999 Fort Mill, SC 29708              E-Mail : postnetfm@fmtc.net
                                                     Web Site :


                       PostNet                       Business : (843) 361-9063                             Pool, Steve
                       3316 Highway17 South               Fax : (843) 361-8203                 The Shipping Connection
Date Est.: 6/1/1999    N. Myrtle Beach, SC 29582       E-Mail : shippersteve@msn.com
                                                     Web Site :


                      PostNet                        Business : (843) 769-5121                              Foster, R.C
                      2245-C Ashley Crossing Drive        Fax : (843) 769-5165                               Melmir, Inc.
Date Est.: 11/13/2003 Charleston, SC 29414             E-Mail : scpostnet@aol.com
                                                     Web Site :



SD                                                                                                                   SD
                       PostNet                       Business : (605) 371-3104                         LaValliere, Kevin
                       3612 Southeastern Avenue           Fax : (605) 371-3105                          Kevin LaValliere
Date Est.: 4/23/1998   Sioux Falls, SD 57103           E-Mail : postnet102@earthlink.net
                                                     Web Site :



TN                                                                                                                   TN
                       PostNet                       Business : (423) 744-7678                          Ansel II, William
                       1506 Decatur Pike                  Fax : (423) 744-7616                           William Ansel II
Date Est.: 12/9/1996   Athens, TN 37303                E-Mail : postnet@compfxnet.com
                                                     Web Site :


                       PostNet                       Business : (615) 377-0068                    Bezuidenhout, Hector
                       8113 Moores Lane Suite 1900        Fax : (615) 377-7033                     Hector Bezuidenhout
Date Est.: 1/26/1998   Brentwood, TN 37027             E-Mail : postnet106@mindspring.com
                                                     Web Site :



TX                                                                                                                   TX
                       PostNet                       Business : (940) 591-9488                          Pardee, Mickey
                       2436 S. 135 E. Suite 376           Fax : (940) 591-9586                           Mickey Pardee
Date Est.: 4/1/1994    Denton, TX 76205                E-Mail : postnet3@flash.net
                                                     Web Site :


                       PostNet                       Business : (281) 558-4481                             Shah, Shilpa
                       11922 Westheimer                   Fax : (281) 558-5265                       Shilpa & Nitin Shah
Date Est.: 11/1/1993   Houston, TX 77077               E-Mail : postnet1@intergate.com
                                                     Web Site :



1/13/2004 1:57:21 PM                                                                                      Page 41 of 51




                                                       D-41                                               January 29, 2004
TX                                                                                                                               TX
                       PostNet                         Business : (512) 292-4567                                Johnson Jr., Donald
                       2110 Slaughter Lane Suite 115        Fax : (512) 292-4569                     Donald and Saundra Johnson Jr.
Date Est.: 12/1/1994   Austin, TX 78748                  E-Mail : postnet-tx107@austin.rr.com
                                                       Web Site :


                       PostNet                         Business : (713) 528-7678                                   Farnam, Gene
                       2620-B South Shepherd Drive          Fax : (713) 528-2309                           Take Home Products, Inc.
Date Est.: 12/1/1995   Houston, TX 77098-1534            E-Mail : postnetgf@.earthlink.net
                                                       Web Site :


                       PostNet                         Business : (512) 349-7000                                        Petty, Jim
                       8024 Mesa Drive                      Fax : (512) 349-7009                        JDP Business Services, LLC
Date Est.: 3/1/1996    Austin, TX 78731                  E-Mail : postnetaustin@hotmail.com
                                                       Web Site :


                       PostNet                         Business : (713) 780-9188                          Wang, Ching-Lung (Jack)
                       5773 Woodway Drive                   Fax : (713) 780-2988                           Ching-Lung (Jack) Wang
Date Est.: 5/1/1996    Houston, TX 77057                 E-Mail : postnet_woodway@yahoo.com
                                                       Web Site :


                       PostNet                         Business : (432) 570-8980                                    Browne, Diane
                       2101 W. Wadley #24                   Fax : (432) 683-5950                                     Diane Browne
Date Est.: 4/1/1996    Midland, TX 79705                 E-Mail : postnet@postnetmidland.com
                                                       Web Site :


                       PostNet                         Business : (281) 970-0400                                       Khosla, Vinit
                       10807 Jones Road                     Fax : (281) 970-0600                            Vinit and Rachna Khosla
Date Est.: 6/1/1996    Houston, TX 77065-4049            E-Mail : vinniekhosla@yahoo.com
                                                       Web Site :


                       PostNet                         Business : (281) 379-4080                                         Fain, John
                       15814 Champion Forest Drive          Fax : (281) 379-4185                                          John Fain
Date Est.: 7/22/1996   Spring, TX 77379                  E-Mail : j1maa@aol.com
                                                       Web Site :


                       PostNet                         Business : (210) 479-0603                                    Larkin, Corbett
                       14602 Huebner Suite 116              Fax : (210) 479-0606                             Hallen Enterprises, Inc.
Date Est.: 3/17/1997   San Antonio, TX 78230-            E-Mail : corbett_hallen_1999@yahoo.com
                                                       Web Site :


                      PostNet                          Business : (281) 992-5808                                     Marks, William
                      1620 South Friendswood Drive          Fax : (281) 992-7599                                      William Marks
Date Est.: 11/20/1996 Friendswood, TX 77546-5408         E-Mail : postnetfriendswood@sbcglobal.net
                                                       Web Site :


                       PostNet                         Business : (281) 265-2224                                   Hughes, Ronald
                       4771 Sweetwater Blvd.                Fax : (281) 265-2228                        Ronald and Jeanette Hughes
Date Est.: 7/1/1997    Sugar Land, TX 77479              E-Mail : postnetsl@aol.com
                                                       Web Site :




1/13/2004 1:57:21 PM                                                                                                 Page 42 of 51




                                                         D-42                                                        January 29, 2004
TX                                                                                                                       TX
                       PostNet                          Business : (956) 687-5224                            Luna, Cerenia
                       4009 N. 23rd Suite B & Nolana         Fax : (956) 687-6114                   Cerenia and Sergio Luna
                                                             Cell : (956) 821-0086
Date Est.: 3/3/1997    McAllen, TX 78504-                 E-Mail : postnetmission@prodigy.net
                                                        Web Site :


                      PostNet                           Business : (512) 331-5855                            Patel, Paresh
                      6001 West Parmer Ln. Ste. 370          Fax : (512) 331-9357                    Paresh and Hetal Patel
Date Est.: 10/25/1997 Austin, TX 78727                    E-Mail : postnet@austin.rr.com
                                                        Web Site :


                       PostNet                          Business : (972) 414-5946                            Hodges, Jack
                       6850 N. Shiloh Road Suite K           Fax : (972) 414-7039                             Jack Hodges
Date Est.: 1/26/1998   Garland, TX 75044                  E-Mail : postnetgar@ev1.com
                                                        Web Site :


                       PostNet                          Business : (972) 304-9449                         Sonnier, Thomas
                       110 W. Sandy Lake Rd. #102            Fax : (972) 393-5451                          Thomas Sonnier
Date Est.: 7/17/1998   Coppell, TX 75019                  E-Mail : tmjson3@aol.com
                                                        Web Site :


                      PostNet                           Business : (281) 261-9566                       Moellering, William
                      6140 Highway 6 South at FM 1092        Fax : (281) 261-9577                            MICTAR, INC
Date Est.: 12/10/1998 Missouri City, TX 77459             E-Mail : mpostnet@pdq.net
                                                        Web Site :


                       PostNet                          Business : (972) 985-0120                               Kafi, Abbas
                       6205 Coit Road Suite 336              Fax : (972) 985-2292                       Kafi Enterprises, Inc
Date Est.: 12/9/1999   Plano, TX 75024                    E-Mail : postnet140@ev1.net
                                                        Web Site :


                       PostNet                          Business : (936) 328-8720                          Reinburg, Jerry
                       2010 Hwy 190 West                     Fax : (936) 328-8721                        CCR Interests, Inc.
Date Est.: 6/10/1998   Livingston, TX 77351               E-Mail : postnet@livingston.net
                                                        Web Site :


                       PostNet                          Business : (956) 583-6440                          Chavez, Annette
                       1616 E. Griffin Parkway               Fax : (956) 583-6670                           Annette Chavez
Date Est.: 9/15/2000   Mission, TX 78572                  E-Mail : POSTNETMISSION@prodigy.net
                                                        Web Site :


                      PostNet                           Business : (512) 263-8688                         McConchie, John
                      12400 State Hwy 71 W Suite 350         Fax : (512) 263-7042               Bee Cave Business Services,
Date Est.: 11/16/1998 Austin, TX 78738                    E-Mail : postnetbeecave@yahoo.com                            Inc.
                                                        Web Site :


                       PostNet                          Business : (512) 707-2202                    Hammond, Jr, Kerman
                       6425 S. IH-35 Suite 105               Fax : (512) 707-9171                     Kerman Hammond, Jr
Date Est.: 6/19/1998   Austin, TX 78744                   E-Mail : postnettx145@sbcglobal.net
                                                        Web Site :




1/13/2004 1:57:22 PM                                                                                         Page 43 of 51




                                                          D-43                                               January 29, 2004
TX                                                                                                                            TX
                       PostNet                             Business : (325) 692-3440                            Ladner, Barbara
                       4640 S. 14th Street                      Fax : (325) 692-3028                       Ladner Enterprises, Inc
Date Est.: 4/22/1999   Abilene, TX 79605                     E-Mail : postnet148@mindspring.com
                                                           Web Site :


                       PostNet                             Business : (940) 627-3939                              Pardee, Mickey
                       1710 Hwy. 51 S. Ste. 20                  Fax : (940) 627-1919                               Mickey Pardee
Date Est.: 9/7/1999    Decatur, TX 76234                     E-Mail : postnet3@flash.net
                                                           Web Site :


                       PostNet                             Business : (806) 783-0115                             McDaniel, David
                       6816 Slide Road #17                      Fax : (806) 783-0225                              David McDaniel
                                                              Other : (806) 762-1500
                                                              Other : (806) 797-3424
Date Est.: 2/10/2000   Lubbock, TX 79424                     E-Mail : tx152@PostnetOfLubbock.com
                                                           Web Site :


                       PostNet                             Business : (806) 799-0445                             McDaniel, David
                       3211 B 50th Street                       Fax : (806) 799-0555                              David McDaniel
                                                              Other : (806) 762-1500
                                                              Other : (806) 797-3424
Date Est.: 10/2/2000   Lubbock, TX 79413                     E-Mail : tx153@PostnetOfLubbock.com
                                                           Web Site :


                       PostNet                             Business : (409) 838-5100                               Davis, Gilbert
                       3827 Phelan Blvd.                        Fax : (409) 838-0022               Southeast Texas Solutions, Inc.
Date Est.: 6/8/2000    Beaumont, TX 77707                    E-Mail : postnetbeaumont@aol.com
                                                           Web Site :


                       PostNet                             Business : (806) 797-1197                             McDaniel, David
                       3709 19th Street                         Fax : (806) 797-0236                              David McDaniel
                                                              Other : (806) 762-1500
                                                              Other : (806) 797-3424
Date Est.: 11/9/2000   Lubbock, TX 79410                     E-Mail : tx155@PostnetOfLubbock.com
                                                           Web Site :


                      PostNet                              Business : (281) 225-3555                              Schochler, Dan
                      12320 Barker Cypress Road Ste. 600        Fax : (281) 225-3553                               Dan Schochler
Date Est.: 11/13/2001 Cypress, TX 77429                      E-Mail : postnet@entouch.net
                                                           Web Site :


                       PostNet                             Business : (512) 231-1321                                 Petty, Jim
                       3571 Far West Blvd                       Fax : (512) 231-9851                 JDP Business Services, LLC
Date Est.: 9/3/2002    Austin, TX 78731
                                                           Web Site :


                       PostNet                             Business : (214) 607-4522                             Duncan, George
                       6702 Dalrock Road, Ste126                Fax : (214) 607-4533                              George Duncan
Date Est.: 1/30/2002   Rowlett, TX 75089                     E-Mail : postnettx158@aol.com
                                                           Web Site :




1/13/2004 1:57:22 PM                                                                                               Page 44 of 51




                                                             D-44                                                  January 29, 2004
TX                                                                                                                       TX
                      PostNet                             Business : (806) 356-7633                          White, Charley
                      5807 S.W. 45th Street, Ste, 420          Fax : (806) 356-7721                           Charley White
Date Est.: 11/14/2001 Amarillo, TX 79109
                                                          Web Site :


                      PostNet                             Business : (361) 777-0437                           Hatch, Charlie
                      1605 Highway 181                         Fax : (361) 777-1712                 Reliant Storage Solutions
Date Est.: 10/11/2002 Portland, TX 78374                    E-Mail : gchatch@reliantstorage.com
                                                          Web Site :


                       PostNet                            Business : (806) 797-6616                         McDaniel, David
                       405 Slide Rd. #111                      Fax : (806) 795-2313                          David McDaniel
Date Est.: 5/1/2002    Lubbock, TX 79416                    E-Mail : tx163@PostnetOfLubbock.com
                                                          Web Site :


                       PostNet                            Business : (806) 797-3400                         McDaniel, David
                       5701 Slide Rd. Suite C                  Fax : (806) 797-8142                          David McDaniel
Date Est.: 5/1/2002    Lubbock, TX 79414                    E-Mail : TX164@PostnetOfLubbock.com
                                                          Web Site :


                      PostNet                             Business : (512) 282-8510                         Scifres, Donald
                      9901 Brodie Lane, Suite 160              Fax : (512) 282-8506                 Donald and Karla Scifres
Date Est.: 11/22/2002 Austin, TX 78748                      E-Mail : postnetbrodie@hotmail.com
                                                          Web Site :


                      PostNet                             Business : (512) 248-1161                         Winston, Victor
                      3720 Gattis School Road, Ste. 800        Fax : (512) 248-1172                B.P.W. Enterprises, L.L.C.
Date Est.: 12/11/2002 Round Rock, TX 78664
                                                          Web Site :


                       PostNet                            Business : (512) 836-5335                         Claiborne, Greg
                       500 Canyon Ridge Drive #L-250           Fax : (512) 836-0274               Greg and Ladona Claiborne
Date Est.: 7/24/2002   Austin, TX 78753                     E-Mail : PostNetTX167@aol.com
                                                          Web Site :


                       PostNet                                                                              McDaniel, David
                       Coming Soon                                                                           David McDaniel
Coming Soon            Lubbock, TX
                                                          Web Site :
                                                          www.postnet.com/opening/opening.asp


                       PostNet                                                                                  Garza, Elvira
                       Coming Soon                                                                   Elvira and Lazaro Garza
Coming Soon            Rio Grande City, TX
                                                          Web Site :
                                                          www.postnet.com/opening/opening.asp


                       PostNet                                                                             Salisbury, Jason
                       Coming Soon                                                                 Jason and Holly Salisbury
Coming Soon            Amarillo, TX
                                                          Web Site :
                                                          www.postnet.com/opening/opening.asp




1/13/2004 1:57:22 PM                                                                                          Page 45 of 51




                                                            D-45                                              January 29, 2004
TX                                                                                                                            TX
                       PostNet                               Business : (972) 355-2626                              Stewart, Lori
                       6101 Long Prairie Road                     Fax : (972) 724-8181                               Lori Stewart
                       Suite 744
Date Est.: 6/11/2003   Flower Mound, TX 75028                  E-Mail : postnet.tx@verizon.com
                                                             Web Site :


                       PostNet                               Business : (915) 534-7676                               Ulrich, Lana
                       3737 N. Mesa, Suite D1                     Fax : (915) 534-7678                                Lana Ulrich
Date Est.: 7/16/2003   El Paso, TX 79902                       E-Mail : postnettx172@sbcglobal.net
                                                             Web Site :


                       PostNet                               Business : (214) 387-4567                               Faris, Ken
                       7548 Preston Rd., Suite 141                Fax : (214) 387-4566                      Ken and Vernell Faris
Date Est.: 7/9/2003    Frisco, TX 75034-5689                   E-Mail : PostNet@dfwxyz.com
                                                             Web Site :


                       PostNet                                                                                        Petty, Jim
                       Coming Soon                                                                    JDP Business Services, LLC
Date Est.: 7/14/2001   Austin, TX                              E-Mail : postnetky@yahoo.com
                                                             Web Site :
                                                             www.postnet.com/opening/opening.asp


                       PostNet                                                                                   Murphy, Michael
                       Coming Soon                                                                   Michael and Elizabeth Murphy
Coming Soon            Houston, TX
                                                             Web Site :
                                                             www.postnet.com/opening/opening.asp


                       PostNet                                                                                     Stewart, Paul
                       8800 W. Highway 290                                                                Paul Stewart and Martha
Not Yet Open           Austin, TX 78736                                                                                  Legaspy
                                                             Web Site :
                                                             www.postnet.com/opening/opening.asp


                       PostNet                               Business : (512) 260-5757                             Patel, Paresh
                       2800 E. Whitestone Blvd., Suite 120        Fax : (512) 260-5777                     Paresh and Hetal Patel
                                                                  Cell : (512) 695-8764
Date Est.: 10/10/2003 Cedar Park, TX 78613
                                                             Web Site :
                                                             www.postnet.com/opening/opening.asp


                       PostNet                                                                                        Pitts, Dale
                       902 Kitty Hawk, Suite 170                                                                       Dale Pitts
Not Yet Open           Universal City, TX 78148
                                                             Web Site :
                                                             www.postnet.com/opening/opening.asp


                       PostNet                                                                                      Lacey, Kelly
                       Coming Soon                                                                                   Wisco Corp.
Coming Soon            Austin, TX
                                                             Web Site :
                                                             www.postnet.com/opening/opening.asp




1/13/2004 1:57:22 PM                                                                                               Page 46 of 51




                                                               D-46                                                January 29, 2004
TX                                                                                                             TX
                       PostNet                                                                        Law, Craig
                       Coming Soon                                                            Craig and Linda Law
Coming Soon            El Paso, TX
                                                        Web Site :
                                                        www.postnet.com/opening/opening.asp




UT                                                                                                             UT
                       PostNet                          Business : (801) 298-8239                 Cornford, Scott
                       144 West Parrish Lane                 Fax : (801) 298-8240                  Scott Cornford
Date Est.: 12/1/1996   Centerville, UT 84014              E-Mail : ut101@sisna.com
                                                        Web Site :


                       PostNet                          Business : (801) 773-4700                   Zundel, John
                       2146 N. Main St. #530                 Fax : (801) 773-7171                    John Zundel
Date Est.: 1/1/1994    Layton, UT 84041                   E-Mail : postnet1@xmission.com
                                                        Web Site :


                       PostNet                          Business : (801) 942-3308                    Adams, Joel
                       8661 South Highland Drive             Fax : (801) 942-3575                     Joel Adams
Date Est.: 3/1/1995    Sandy, UT 84093                    E-Mail : postnet104@wfol.net
                                                        Web Site :


                       PostNet                          Business : (801) 546-7040                   Zundel, John
                       78 S. Fairfield Road                  Fax : (801) 546-7441                    John Zundel
Date Est.: 8/15/1996   Layton, UT 84041                   E-Mail : postnet@pdqnet.net
                                                        Web Site :


                       PostNet                          Business : (435) 634-0898             Best, Schuyler (Sky)
                       875 W. Red Cliffs Dr. Ste.2           Fax : (435) 688-2022              Schuyler (Sky) Best
Date Est.: 7/30/1997   Washington, UT 84780               E-Mail : postnet@infowest.com
                                                        Web Site :


                       PostNet                          Business : (801) 495-9270                    Adams, Joel
                       132 East 12300 South Suite C          Fax : (801) 495-9274                     Joel Adams
Date Est.: 8/5/1999    Draper, UT 84020                   E-Mail : postnetut113@msn.com
                                                        Web Site :


                       PostNet                          Business : (801) 965-9814                  Finch, Michael
                       5650 West 4100 South                  Fax : (801) 965-0359                   Michael Finch
Date Est.: 8/3/2001    West Valley City, UT 84128         E-Mail : postnetutah@aol.com
                                                        Web Site :


                       PostNet                                                                     Hallam, Karen
                       Crossroads Shopping Center                                             Mike & Karen Hallam
                       State Road 73 and Redwood Road
Not Yet Open           Saratoga, UT                     Web Site :
                                                        www.postnet.com/opening/opening.asp




1/13/2004 1:57:22 PM                                                                                Page 47 of 51




                                                          D-47                                      January 29, 2004
VA                                                                                                                   VA
                       PostNet                         Business : (804) 762-7300                          Arroyo, Efrain
                       11357 Nuckols Rd.                    Fax : (804) 762-7390                           Rayni Co, Inc
Date Est.: 3/18/2002   Glen Allen, VA 23059              E-Mail : earroyo612@aol.com
                                                       Web Site :


                       PostNet                         Business : (804) 741-0777                          Arroyo, Efrain
                       8972 Quioccasin Road                 Fax : (804) 741-6281                           Rayni Co, Inc
Date Est.: 10/1/1994   Richmond, VA 23229                E-Mail : earroyo612@aol.com
                                                       Web Site :


                      PostNet                          Business : (804) 744-7540                       Gregory, Robert
                      13546 Genito Road                     Fax : (804) 744-7311                       Office Cadet, Inc.
Date Est.: 11/18/1996 Midlothian, VA 23112               E-Mail : office-cadet@erols.com
                                                       Web Site :


                       PostNet                         Business : (757) 253-9444                          Lundy, Darrin
                       601-C Merrimac Trail Suite 24        Fax : (757) 253-9449                           Darrin Lundy
Date Est.: 4/15/1999   Williamsburg, VA 23185            E-Mail : MELE23@aol.com
                                                       Web Site :


                       PostNet                         Business : (703) 730-4831                      Paskiewicz, Frank
                       4491 Cheshire Station Plaza          Fax : (703) 730-4832                       Frank Paskiewicz
Date Est.: 7/24/2002   Dale City, VA 22193               E-Mail : PostNetVA112@aol.com
                                                       Web Site :


                       PostNet                         Business : (804) 752-1650                         Hites, Dorothy
                       225 North Washington Highway         Fax : (804) 752-1652                 DJ's Enterprises, L.L.C.
Date Est.: 9/25/2002   Ashland, VA 23005                 E-Mail : dorothy.hites@verizon.net
                                                       Web Site :


                      PostNet                          Business : (757) 216-7000                         Allard, Dennis
                      5020 Ferrell Parkway                  Fax : (757) 216-7001                              Allard, Inc.
                      Suite 205
Date Est.: 11/24/2003 Virginia Beach, VA 23452
                                                       Web Site :


                       PostNet                                                                         Quraishi, Asrar
                       Coming Soon                                                            7Way Communications, Inc.
Coming Soon            Richmond, VA                      E-Mail : cyberali2003@yahoo.com
                                                       Web Site :
                                                       www.postnet.com/opening/opening.asp


                       PostNet                                                                            Ryan, Julia
                       12841 Braemar Village Plaza                                              ARRIS Management, Inc.
Not Yet Open           Bristow, VA 20136                 E-Mail : ArrisMgmt@aol.com
                                                       Web Site :
                                                       www.postnet.com/opening/opening.asp




1/13/2004 1:57:22 PM                                                                                     Page 48 of 51




                                                         D-48                                             January 29, 2004
WA                                                                                                                        WA
                       PostNet                           Business : (253) 473-7248                              Allen, Arnold
                       5510 Orchard Street West #B-2          Fax : (253) 472-0599                       ANF Enterprises, LLC
Date Est.: 2/1/1994    Tacoma, WA 98467                    E-Mail : postnetwa101@charter.net
                                                         Web Site :


                       Mail & More Service Center Inc.   Business : (253) 475-4767                            Birdsell, Wayne
                       7911 South Hosmer                      Fax : (253) 475-4967                Mail & More Service Centers,
Date Est.: 2/1/1994    Tacoma, WA 98408                    E-Mail : postnetwa101@earthlink.net                             Inc.
                                                         Web Site :


                       PostNet                           Business : (360) 676-7335                            Smith, Kenneth
                       3930 Meridian Street Suite C           Fax : (360) 671-0151                             Kenneth Smith
Date Est.: 11/1/1993   Bellingham, WA 98226                E-Mail : postnet@telcomplus.net
                                                         Web Site :


                       PostNet                           Business : (425) 487-0347                              Milton, Robert
                       14136 Woodinville-Duvall Road          Fax : (425) 485-9347                               Robert Milton
Date Est.: 5/1/1994    Woodinville, WA 98072               E-Mail : postnet@lescom.com
                                                         Web Site :


                       PostNet                           Business : (360) 459-8981                          Nesland, Kathie
                       4820 Yelm Hwy. S.E. Suite B            Fax : (360) 459-4496                  One Stop Mail Center, Inc.
Date Est.: 3/1/1994    Lacey, WA 98503-4900                E-Mail : postnet@tss.net
                                                         Web Site :


                       PostNet                           Business : (360) 757-3281                               Olson, Ernie
                       934 S. Burlington Blvd.                Fax : (360) 757-3460                                Ernie Olson
Date Est.: 12/1/1994   Burlington, WA 98233                E-Mail : olpostnet@valleyint.com
                                                         Web Site :


                       PostNet                           Business : (425) 637-9496                          Jang, Jae Wook
                       677 120th Ave. N.E. Suite A2           Fax : (425) 637-9583                   Joseph USA Investments
Date Est.: 5/1/1994    Bellevue, WA 98005-3002             E-Mail : postnetwa109@velceroisp.com
                                                         Web Site :


                       PostNet                           Business : (425) 357-6245                             McLeod, Bruce
                       13300 Bothell Everett Hwy. #303        Fax : (425) 316-0608                                MACS, Inc.
Date Est.: 8/1/1995    Mill Creek, WA 98012                E-Mail : bruce@millcreekpostnet.com
                                                         Web Site :


                       PostNet                           Business : (253) 841-8848                            Jacobson, Kari
                       17404 Meridian E. Suite #F             Fax : (253) 841-8915                      Byquist-Jacobson, Inc.
                                                              Cell : (253) 973-6810
Date Est.: 3/19/1997   Puyallup, WA 98375                  E-Mail : postnet113@comcast.net
                                                         Web Site :


                      PostNet                            Business : (509) 326-5611                            Fischer, Bobbie
                      3327 W. Indian Trail Road               Fax : (509) 326-2776                             Bobbie Fischer
Date Est.: 11/25/1996 Spokane, WA 99208                    E-Mail : postnetspo@comcast.net
                                                         Web Site :




1/13/2004 1:57:22 PM                                                                                            Page 49 of 51




                                                           D-49                                                 January 29, 2004
WA                                                                                                                                  WA
                      PostNet                               Business : (425) 397-9770                                McLoughlin, Susan
                      303 91st. Ave. NE Ste. G-701               Fax : (425) 397-9771                                   IBSHIPPIN, Inc.
Date Est.: 10/10/1997 Everett, WA 98205                       E-Mail : lakestevenspostnet@verizon.net
                                                            Web Site :


                       PostNet                              Business : (509) 465-0166                                   Gallagher, John
                       12128 N. Division                         Fax : (509) 465-0231                                    John Gallagher
Date Est.: 2/11/1998   Spokane, WA 99218                      E-Mail : postnet_spokane@sprynet.com
                                                            Web Site :


                      PostNet                               Business : (509) 628-1428                                   Forsha, Connie
                      1825 Leslie Road                           Fax : (509) 628-8608                                    Connie Forsha
Date Est.: 11/30/1998 Richland, WA 99352                      E-Mail : postnet@richlandpostnet.com
                                                            Web Site :


                       PostNet                              Business : (360) 807-8941                                  Browning, Tim A.
                       1121 Harrison Ave.                        Fax : (360) 807-8938                                   Tim A. Browning
Date Est.: 9/30/1999   Centralia, WA 98531                    E-Mail : timbrowning@localaccess.com
                                                            Web Site :


                       PostNet                              Business : (425) 315-9444                                   Sohn, Jeongsik
                       11700 Mukilteo Speedway, Suite 201        Fax : (425) 315-8835                          Jeongsik & Soyoung Sohn
Date Est.: 3/30/2000   Mukilteo, WA 98275                     E-Mail : crisohn@hotmail.com
                                                            Web Site : www.postnetservices.com


                       PostNet                              Business : (425) 228-7138                                 Haija, Mohammad
                       4820 N.E. 4th Street, Suite A101          Fax : (425) 228-7302                                  Mohammad Haija
Date Est.: 2/5/2001    Renton, WA 98059                       E-Mail : mhaija@hotmail.com
                                                            Web Site :


                       PostNet                                                                                          Shaffer, James
                       Cascade Park Plaza                                                                                    JACS, Inc.
                       Corner of Chkalov & Mill Plain
Not Yet Open           Vancouver, WA                          E-Mail : jshaffer@starband.net Web Site :
                                                            www.postnet.com/opening/opening.asp




WI                                                                                                                                   WI
                       PostNet                              Business : (262) 377-6405                                     Nowak, Laura
                       1817 Wisconsin Avenue                     Fax : (262) 377-6407                                      Laura Nowak
Date Est.: 1/1/1994    Grafton, WI 53024                      E-Mail : postnet@execpc.com
                                                            Web Site :


                       PostNet                              Business : (920) 991-1362                               Van Beek, Richard
                       3825 E. Calumet St. Suite 400             Fax : (920) 991-1364                     New Odyssesy Enterprises, Inc.
Date Est.: 2/11/1998   Appleton, WI 54915                     E-Mail : postnet@foxrivertraders.com
                                                            Web Site :




1/13/2004 1:57:23 PM                                                                                                      Page 50 of 51




                                                              D-50                                                        January 29, 2004
 WI                                                                                                              WI
                        PostNet                 Business : (262) 249-8920                           Halpern, Daniel
                        253 Center Street            Fax : (262) 249-8923             Maridan Business Services,LLC
 Date Est.: 6/24/1999   Lake Geneva, WI 53147     E-Mail : postnet@genevaonline.com
                                                Web Site :


                        PostNet                                                                 Van Beek, Richard
                        Coming Soon                                                   New Odyssesy Enterprises, Inc.
 Coming Soon            Combined Locks, WI
                                                Web Site :
                                                www.postnet.com/opening/opening.asp


                        PostNet                 Business : (608) 835-0700                        Kasinski, Joseph
                        784 N. Main Street           Fax : (608) 835-0715                      KAZ Enterprises, Inc.
                                                     Cell : (608) 217-4403
 Date Est.: 8/28/2003   Oregon, WI 53575
                                                Web Site :



 WV                                                                                                             WV
                        PostNet                 Business : (304) 344-8108                             Miller, Grover
                        1111 Fledderjohn Road        Fax : (304) 344-9192                              Grover Miller
 Date Est.: 1/9/2002    Charleston, WV 25314      E-Mail : postnetwv101@charter.com
                                                Web Site :

1/13/2004 1:57:23 PM                                                                                  Page 51 of 51




                                                  D-51                                                January 29, 2004
                                 PostNet Area Franchisees

Mark & Sarah King                               Steve Simmons
4757 E. Greenway Road, #107B                    6688 Gunpark Drive, Suite 101
Phoenix, AZ 85032                               Boulder, CO 80301
Maricopa County Arizona                         Greater Denver Area
P) 602-493-7678 (store)                         P) 303-530-0110 (office)
F) 602-493-9934 (fax)                           F) 303-530-2129 (office fax)
C) 480-236-1031                                 F) 253-322-9216 (home fax)
crown@extremezone.com                           P) 970-204-1865 (home)
                                                C) 303-956-7692 (cell)
Bobby Cleveland                                 co-postnet@comcast.net
1108 West Main
Norman, OK 73069                                George Yokitis/Tim Hester
State of Oklahoma                               10 Saint Francis Way #9
P) 405-364-5005 (store)                         Cranberry, PA 16066
F) 405-447-4006 (store fax)                     Allegheny County
P) 405-360-5733 (office)                        P) 724-772-1137 (store)
F) 405-364-4678 (office fax)                    C) 412-370-0545 (George cell)
C) 405-850-5430 (cell)                          P) 724-772-3640 (Tim home/office)
bobcleveland@coxinet.net                        F) 724-772-8159 (Tim home/office fax)
rodcleveland@coxinet.net                        C) 724-553-2115 (Tim cell)
                                                C) 412-818-4045 (Tim cell OH)
Queenie Pelayo Kurmis/Terry                     hesters@connecttime.net
Sotelo, Inc.
2230 Sunset Boulevard, #330                     David Kelly/Joseph Hamilton
Rocklin, CA 95765                               New World Partners, Inc.
Sacramento Area                                 West Coast/Central Florida
C) 916-813-8815 (Queenie cell)                  P) 941-927-3511 (David home)
P) 916-772-7766 (store)                         C) 941-232-0885 (David cell)
F) 916-772-7760 (store fax)                     C) 941-544-1791 (Joseph cell)
P) 916-377-1033 (alternate)                     C) 941-544-2663 (Derek cell)
P) 916-652-5708 (home)                          F) 941-351-4025 (Derek Fax)
queenie@starstream.net                          P) 941-355-7544 (Store Darrin)
                                                Dan Connolly
David & Kelly Pizzimenti                        C) 407-230-5682 (cell)
3501-C East Andrews Avenue                      F) 407-370-3270 (fax)
Ozark, AL 36360                                 david@newworldpartners.com
NW Arkansas                                     captdan@cfl.rr.com
P) 334-774-7677 #7 (church office)              derekspracklen@msn.com
P) 334-774-7677 #6 (Pam for message)
F) 334-774-0603 (church fax)                    Lee and Mary Harfield
C) 334-714-4436 (cell)                          4000 SE 82nd Avenue #1000
H) 334-714-4436                                 Portland, OR 97266
David_pizzimenti@hotmail.com                    Portland & Clark Co, WA
GTHF.david@charter.net                          P) 503-771-3045 (store)
                                                F) 503-771-5412 (store fax)
                                                C) 503-957-5767 (Lee cell)
                                                Postnetor105@aol.com


                                            1                                    January 29, 2004
John Francis                             John Saunders, Jr.
1637 Highland Parkway                    The Stephens Group
St. Paul, MN 55116                       15931 Agincourt Drive
MN and WI                                Huntersville, NC 28078
P) 651-698-1334 (office)                 Central & West North Carolina
F) 651-698-1334 (fax)                    P) 704-948-1796 (store)
C) 612-868-0745 (cell)                   F) 704-948-7623 (store fax)
johnfrancis@postNetMN.com                P) 704-895-9608 (office)
                                         C) 704-577-0545 (cell)
Jim and David Petty                      P) 704-892-1133 (office fax)
8024 Mesa Drive                          postnetjhs@speedburner.com
Austin, TX 78731                         jsaunders@wmhtoolgroup.com
South Central Texas
P) 512-349-7000 (store)                  Mark Huber and Bob Moyle
F) 512-349-7009 (store fax)              Print, Pack & Post, LLC
C) 512-750-8017 (Jim cell)               100 Blackstone Centre
Postnettexas@hotmail.com                 Omaha, NE 68131
postnetaustin@hotmail.com                Eastern NE & Pottawattaime Co, IA
                                         P) 402-231-8650 (office)
Juan Carlos Gomez, Jr.                   F) 402-231-8610 (office fax)
CleverNet America                        C) 402-490-2916 (cell)
Juan Carlos Gomez, Sr.                   P) 402-334-1095 (home)
277 Cameron Drive                        mark@payflex.com
Weston, FL 33326
Dade & Broward Co, Florida
P) 954-659-8883 (home)
C) 954-401-0203 (Florida cell Sr.)
postnetflorida@msn.com

Javier Acosta and Frances Martir Reyes
Plaza del Norte Mall
P.O. Box 79001
Hatillo, Puerto Rico 00659
Puerto Rico
P) 787-817-1822 (store)
F) 787-817-1821 (store fax)
P) 787-643-3244 (office)
C) 787-644-7939 (cell)
Javier@tintaspr.com
Javier13@postnetpuertorico.com




                                         2                                   January 29, 2004
The name and last known address of every developer, area franchisee or franchisee who had a Center terminated,
canceled, not renewed or otherwise voluntarily ceased to do business under our Franchise Agreement during the period
January 1, 2003 to December 31, 2003, or who has not communicated with us within 10 weeks of the date of this offering
circular are listed below. Except as specifically noted, each person on this list was a Store Owner.


   Doug Redmann                             Jeff Levine                             Steven Marks
   3108 Horizon Street, Unit                4814 E. Crimson Terrace                 21639 N. 74th Way
   Bryant, AR 72022                         Cave Creek, AZ 85331                    Scottsdale, AZ
   Tel 501-653-7678                         Tel 480-595-2825                        Tel 480-473-7014

   Patricia FranCoeur                       Yong Lee                                John Clark
   PMB 342 - FranCoeur                      4230 E. University Dr.                  955 Masters Dr.
   4951 E. Grant Rd., Suite105              Mesa, AZ 85205                          Oceanside, CA
   Tucson, AZ 85712                         Tel 480-325-9326                        Tel 760-945-6777
   Tel 650-572-2585

   Naga Thota                               Rod Lotspeich                           Jon Hambleton
   6699 Alvarado Rd. #2206                  3726 Rushmore Drive                     3261 Kay Bridges Place
   San Diego, CA 92120                      Redding, CA 96001                       Stockton, CA 95206
   Tel 619-287-7246                         Tel 530-241-5470                        Tel 209-234-0498

   Yolanda Ward-Williams                    Stephanie Clark                         Jim Hutkin
   618 Ambience Way                         2511 Gilbert Ave.                       1424 H Front Nine Dr.
   Danville, CA 94506                       Corona, CA 92881                        Ft. Collins, CO 80525
   Tel 925-389-0417                         Tel 909-245-7619                        Tel 970-223-5143

   Dixie Feld                               Bob Brown                               Debora J. Allen
   3859 W. 9th Ave.                         4435 W. Antelope Run Ct.                7163 S. Nelson Crt.
   Westminister, CO 80030                   Castle Rock, CO 80104                   Littleton, CO 80127
   Tel N/A                                  Tel 303-705-3098                        Tel 303-972-4529

   Steve Williams                           Robert Light                            Maurice Mitchell
   2201 W. Wildcat Reserve                  8962 E. Hampden Ave.                    352 Shawnee Lane
   Parkway, C7                              Denver, CO 80231                        Superior, CO 80027
   Highlands Ranch, CO 80129                Tel 303-771-8151                        Tel 303-494-4063
   Tel 303-683-6170

   Gerald Keener                            Charles Burnett                         Sam Weinstein
   10138 S. Alexa Lane                      11972 Bonify Loop                       2323 Del Prado Blvd. #7
   Highlands Ranch, CO 80130                Falcon, CO 80931                        Cape Coral, FL 33990
   Tel 303-471-1791                         Tel 702-649-7109                        Tel 941-772-1888

   Sherryl Evans                            Lisa Baker                              Arthur Rosenthal
   1957 State Road 60 East                  4650 Arlington Drive                    526 Aspen View Court
   Valrico, FL 33594                        Placida, FL 33946                       Oak Park, CA 91377
   Tel 813-661-7600                         Tel 941-698-6991                        Tel 818-707-3520




                                                      1                                      DRAFT: January 22, 2004
Rick Baine                  Zuhdi Mansour              George Wright
14601 Brightwell Ct.        15210 Amberly Dr. #611     11185 Park Boulevard
Orlando, FL 32824           Tampa, FL 33647            Seminole, FL 33772
Tel 321-856-8891            Tel 813-979-0663           Tel 727-394-9252


Karen Chrjapin              James Palmer               Diana Bohannon
963 Huntinghorn Way         3037 Panola Rd.            500 Southview Plaza Suite 1
Evans, GA                   Techwood, GA 30034         O' Fallon, IL 62269
Tel 706-868-6767            Tel 678-413-1731           Tel 618-628-1145


Erica Pascal                Richard Cunningham         Mike Murphy
205 W. Wacker Dr.           4511 South 7th Street      1080 W. Patrick Street,
Chicago, IL 60606           Terre Haute, IN 47802      Frederick, MD 21703
Tel 312-446-6597            Tel 812-234-7447           Tel 301-695-3366


Mark Witkowski              Leslie Morris              David Smith
1950 W. Columbia Ave.       9501 Punfoy Rd.            69 Hamel Drive
Suite F                     Fuquay-Varina, NC 27526    Manchester, NH 3104
Battle Creek, MI 49015      Tel 919-557-6634           Tel 603-623-9858
Tel 616-962-8615


Joseph Barone               Dugan Elkins               Ronald Neiland
90 Flock Road               3871 Valley View Ste #9    6516 Secluded Ave
Mercerville, NJ 8619        Las Vegas, NV 89103        Las Vegas, NV 89110
Tel 609-586-5533            Tel 702-222-9959           Tel N/A


Carol Ann Dechan            Bill Corrigan              Jeanie Fernandez
8208 Hamilton Beach Lane    5858 Sunlight Garden Way   181 LaAlba St.
Las Vegas, NV 89128         Las Vegas, NV 89118        Henderson, NV 89014
Tel 702-255-9277            Tel 702-889-9255           Tel 702-896-7460


William Rundle              Sarah Kim                  Sarah Kim
8780 W. Charelston Blvd.,   9984 Diving Duck Avenue    9984 Diving Duck Ave
Suite 102                   Las Vegas, NV 89117        Las Vegas, NV 89117
Las Vegas, NV 89117         Tel 702-360-8731           Tel 702-360-8731
Tel 702-968-3000


Richard Harvey              Daniel Scully              Dave Bellard
7861 Russling Leaf Drive    9101 W. Sahara Ave. PMB    9664 Gentle Spirit Drive
Las Vegas, NV 89143         H-5                        Las Vegas, NV 89148
Tel 702-839-2091            Las Vegas, NV 89117        Tel 702-736-8728
                            Tel 847-914-9001


Frank Maselli               Anthony Cuzzaniti          Antonis Skirianos
238 Sawmill River Road      272 Jericho Turnpike       157-15 72nd Ave.
Millwood, NY 10546          Mineola, NY 11501          Flushing, NY 11367
Tel 914-969-7338            Tel 516-873-7447           Tel 718-820-0329

                                        2                           January 29, 2004
James Adkins                 Donald Hinkey                  Woodrow, Jr. Stalnaker
2556 Cedar Way NW            1824 S. Medina Line Rd.        10021 S. Yale Suite 107
Canal Winchester, OH 43110   Copley, OH 44321               Tulsa, OK 74137
Tel 614-437-6609             Tel 330-670-1273               Tel 918-298-5228


Paul Van Fossan              Michael Payne                  Alfred Fritchman
7175 S.E. San Marcos         #13 Westmorland Mall           2426 Cherryville Road
Milwaukie, OR 97267          Greensburg, PA 15601           Northampton, PA 18067
Tel 503-786-0422             Tel 724-850-8058               Tel 610-502-0721


Karen Bray                   Rebeca Serracante              Mike Small
500 Robin Dr.                Calle Mercedita Serralles #8   10 West Circle Avenue
Pittsburgh, PA 15220         Aibonito, PR                   Greenville, SC 29607
Tel 412-276-1355             Tel 787-991-1125               Tel 864-421-9320


Cynthia Finch                Jim Jaco                       Shireen Hamid
3615 Martin Luther King      1100 Sugarberry Drive          15554 FM 529 at Hwy. 6
Jr. Ave.                     Ceder Park, TX 78613           Houston, TX 77095
Knoxville, TN 37914          Tel 512-658-1892               Tel 281-856-6245
Tel 865-633-9958


Abdulnaser Alsaed            John Smith                     Annette Chavez
10225 Wortham Blvd.          3421 W. William Cannon         1714 Hickory Court
Houston, TX 77065            Dr. # 131                      Harlingen, TX 78550
Tel 713-202-4551             Austin, TX 78745               Tel 210-423-7611
                             Tel 512-892-2211

Scott Smith                  Connor Patrick*                Connor Patrick*
1111 Brighton Bend Lane      2020 50th St.                  2021 50th St.
Cedar Park, TX 78613         Lubbock, TX 79412              Lubbock, TX 79412
Tel 718-982-0191             Tel 806-762-1500               Tel 806-762-1501


Connor Patrick*              Connor Patrick*                Connor Patrick*
2022 50th St.                2023 50th St.                  2024 50th St.
Lubbock, TX 79412            Lubbock, TX 79412              Lubbock, TX 79412
Tel 806-762-1502             Tel 806-762-1503               Tel 806-762-1504


Carol Robertson*             Connor Patrick*                Mike Rodgers
606 Geyser Ave.              2024 50th St.                  90 Sherborne.
Pflugerville, TX 78660       Lubbock, TX 79412              Campbellsville, KY 42718
Tel 512-252-2570             Tel 806-762-1504               Tel 270-465-2535


Jane O'Neal                  Daniel Corbett                 Candy Hopfinger
264-D McLaws Circle          4850 Eisenhower #215           6862 Guide Meridian
Williamsburg, VA 23185       Alexandria, VA 22304           Lynden, WA 98264
Tel 757-253-1240             Tel 703-370-5321               Tel 206-398-1791



                                          3                             January 29, 2004
Tiare Spanier            Bruce McLeod                      Marilyn Jenkins
6613 158th Avenue East   13724 - 51st Drive SE             5116 192nd St.
Sumner, WA 98309         Everett, WA 98208                 Lynnwood, WA 98036
Tel 206-863-4823         Tel 425-379-5333                  Tel 425-673-8765


Will Bentley             Richard Van Beek                   Juan Gelpi Barrios
23624 108th Ave E.       110 Ombre Rose Drive               PO Box 12388
Graham, WA 98338         Combined Locks, WI 54113           San Juan, PR 00914
Tel 253-847-5192         Tel 920-759-2112                   Tel 787-726-5458


Osvaldo Casiano          Zulma Cordero                      Wilmer Fernandez
PO Box 29029             PMB 100/PO Box 5006                PMB 100/ PO Box 3505
San Juan, PR 00929       Yauco, PR 00698                    Juana Diaz, PR 00795
Tel 787-276-5070         Tel 787-267-2861                   Tel 787-260-9246


Julio Rivera             Mayra Alvarez                      Jose Vargas
PO Box 194000            PO Box 607071                      PMB 100/PO Box 1800
San Juan, PR 00919       Bayamon, PR 00960                  Cidra, PR 00789
Tel 787-282-8603         Tel 787-269-1885                   Tel 787-714-4920


Gumer Santiago           Ivette Leon                        Juan Valentine
PO Box 70158             2053 Ave Pedro Alvizo Campo, #2    PO Box 3500
San Juan, PR 00936       Aguadilla, PR                      Camuy, PR 00627
Tel 787-767-8435         Tel 787-997-4190                   Tel 787-262-9009


Hector Torres            Margarita Ortiz                    Reynaldo Robles
Las Piedras              Cupey Prof. Mall                   PO Box 6400
PMB 100/PO Box 2017      359 San Claudio Avenue             Cayey, PR 00737
Las Piedras, PR 00771    San Juan, PR 00926                 Tel 787-263-5186
Tel 787-733-0480         Tel 787-620-0359


Hernan Rodriguez         Felipe Morales                     Hector Torres
PO Box 3001, Suite 100   PMB 100/PO Box 30500               PMB 100/PO Box 2017
Coamo, PR 00769          Manati, PR 00674                   Humacao, PR 00791
Tel 787-643-0203         Tel 787-884-6323                   Tel 787-285-8322


Pedro Figueroa           Lewis Torres                       Jorge Yordan
PO Box 4960              PO Box 70171                       PO Box 2000
Caguas, PR 00726         San Juan, PR 00936                 Ponce, PR 00715
Tel 787-286-9040         Tel 787-766-0793                   Tel 787-284-2763




                                     4                                January 29, 2004
    Erick Torres             Melvin Alvarado      Angie Pagan
    PMB 100/PO Box 400       Call Box 10788       PO Box 1657
    Santa Isabel, PR 00757   Ponce, PR 00731      Candovanas, PR 00729
    Tel 787-845-4011         Tel 787-259-6363     Tel 787-757-3090


    Alfredo Valentin         Rafael Santiago      Magda Morales
    PO Box 25000             PMB 99/PO Box 8700   6150 Ave Isla Verde
    Quebradillas, PR 00678   Mayaguez, PR 00681   Carolina, PR 00979
    Tel 787-895-0350         Tel 787-265-0185     Tel 787-791-1873


*       Also a developer.




                                        5                    January 29, 2004
                                                                             EXHIBIT E
                                                                         TO FRANCHISE
                                                                    OFFERING CIRCULAR


                                             FINANCIAL STATEMENTS




3621860v.7 Uniform Franchise Offering Circular                                January 29, 2004
         PostNet International Franchise

                Corporation and Subsidiary

Consolidated Financial Report

12.31.2003




 McGladrey & Pullen, LLP is an independent member firm of
 RSM International, an affiliation of independent accounting
 and consulting firms.
CONTENTS

Independent Auditor’s Report                         1

Consolidated Financial Statements
   Consolidated balance sheets                       2
   Consolidated statements of income                 3
   Consolidated statements of stockholders’ equity   4
   Consolidated statements of cash flows             5

Notes to consolidated financial statements           6-13
INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
PostNet International Franchise Corporation
Las Vegas, Nevada

We have audited the accompanying consolidated balance sheets of PostNet International Franchise Corporation and
subsidiary as of December 31, 2003 and 2002, and the related consolidated statements of income, stockholders’
equity and cash flows for the years ended December 31, 2003, 2002, and 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of PostNet International Franchise Corporation and subsidiary as of December 31, 2003 and 2002,
and the results of their operations and their cash flows for the years ended December 31, 2003, 2002 and 2001 in
conformity with accounting principles generally accepted in the United States of America.




Las Vegas, Nevada
January 16, 2004




McGladrey & Pullen, LLP is an independent member firm of
RSM International, an affiliation of independent accounting
and consulting firms.
                                                              1
Postnet International Franchise Corporation and Subsidiary

Consolidated Balance Sheets
December 31, 2003 and 2002
                                                                 2003             2002
Assets
Current Assets:
 Cash                                                        $   2,035,551    $     917,722
 Restricted cash - advertising fund                                  6,279           55,471
 Restricted cash - franchisee deposits                                  -            19,500
 Accounts and other receivables, net (Notes 2 and 5)             5,284,772        3,412,804
 Inventory                                                           3,508            4,057
 Deferred franchise costs (Note 5)                                 734,118          363,723
          Total current assets                                   8,064,228        4,773,277
Equipment and Furniture, net (Note 3 and 7)                       256,574          165,342
Other Assets, net (Note 4)                                        177,613          171,752
          Total assets                                       $   8,498,415    $   5,110,371
Liabilities and Stockholders' Equity
Current Liabilities:
  Accounts payable and accrued expenses                      $     298,044    $     296,155
  Current portion of long-term debt (Note 7)                        73,929           70,649
  Advertising fund payable                                           6,279           55,471
  Deferred revenue - franchises in progress (Note 5)             6,971,175        4,011,175
           Total current liabilities                             7,349,427        4,433,450
Long-Term Debt, net of current portion (Note 7)                    34,000           63,729
Accrued Rent (Note 6)                                              50,879           60,259
Commitments and Contingencies (Notes 6 and 11)
Stockholders' Equity:
  Common stock, no par value, 2,500 shares authorized;
    2,135.5 shares issued, 1,857 outstanding (Note 10)             175,000          175,000
  Treasury stock (278.5 shares) (Note 8)                          (302,403)        (302,403)
  Retained earnings                                              1,191,512          680,336
          Total stockholders' equity                             1,064,109          552,933
          Total liabilities and stockholders' equity         $   8,498,415    $   5,110,371

See Notes to Consolidated Financial Statements.




                                                       2
Postnet International Franchise Corporation and Subsidiary

Consolidated Statements of Income
Years Ended December 31, 2003, 2002 and 2001

                                                            2003             2002             2001
Revenues:
 M aster and area lic ense fees                         $     620,000    $     323,100    $     519,050
 Initial franc hise fees                                    1,554,390        1,484,827          854,882
 Developm ent agreem ent fees                               3,832,029        2,838,474        1,540,900
 Royalty inc om e                                           2,316,561        2,002,086        1,797,863
 O ther revenues                                              335,133          232,740          166,262
            Total revenues                                  8,658,113        6,881,227        4,878,957

Cost of Revenues                                            3,882,164        2,768,830        1,467,937

          G ross profit                                     4,775,949        4,112,397        3,411,020

O perating Expenses:
  Payroll and related (Notes 10 and 11)                     1,465,681        1,568,971        1,355,118
  Advertising                                                 281,943          278,317          262,986
  G eneral and adm inistrative (Note 6)                     1,332,695        1,204,443        1,057,751
  Deprec iation and am ortization                              84,351           56,521           54,692
           Total operating expenses                         3,164,670        3,108,252        2,730,548

          O perating income                                 1,611,279        1,004,145         680,472

O ther Inc om e (Expense):
   Interest expense                                            (6,069)         (12,751)        (15,624)
   Loss on sale of equipm ent                                  (4,495)              -             (800)
   O ther inc om e                                              1,002              191              -
   Interest inc om e                                            7,303           12,011           7,380
             Income before income taxes                     1,609,020        1,003,596         671,429

Inc om e T ax Expense (Note 9)                                     -           34,972          177,000

          Net income                                    $   1,609,020    $    968,624     $    494,429

See Notes to Consolidated Financ ial Statem ents.




                                                    3
Postnet International Franchise Corporation and Subsidiary

Consolidated Statements of Stockholders' Equity
Years Ended December 31, 2003, 2002 and 2001



                                         Common            Treasury           Retained
                                          Stock             Stock             Earnings           Total

Balance, December 31, 2000           $       100,000   $     (302,403)    $     (282,717)    $    (485,120)

Issuance of common stock (Note 10)            75,000                  -                  -          75,000

Net income                                        -                   -          494,429           494,429

Balance, December 31, 2001                   175,000         (302,403)           211,712            84,309

Distributions                                     -                   -         (500,000)         (500,000)

Net income                                        -                   -          968,624           968,624

Balance, December 31, 2002                   175,000         (302,403)           680,336           552,933

Distributions                                     -                   -        (1,097,844)       (1,097,844)

Net income                                        -                   -        1,609,020         1,609,020

Balance, December 31, 2003           $       175,000   $     (302,403)    $    1,191,512     $   1,064,109

See Notes to Consolidated Financial Statements.




                                                  4
Postnet International Franchise Corporation and Subsidiary

Consolidated Statements of Cash Flows
Years Ended December 31, 2003, 2002 and 2001
                                                               2003              2002             2001
Cash Flows from Operating Activities:
 Net income                                                $   1,609,020     $    968,624     $    494,429
 Reconciliation of net income to net cash provided
   by operating activities:
   Loss on disposal of equipment                                   4,495               -               800
   Depreciation and amortization                                  84,351           56,521           54,692
   Bad debt expense                                                6,229            8,614           45,572
   Deferred taxes                                                     -            64,000           33,000
   Issuance of common stock for services                              -                -            75,000
   Changes in working capital components:
      Decrease (increase) in restricted cash                       68,691          160,171        (145,720)
      Increase in accounts and other receivables               (1,878,197)        (587,359)       (938,835)
      Decrease (increase) in inventory                                549           (4,057)             -
      Increase in deferred franchise costs                       (370,395)        (154,781)        (60,032)
      (Increase) decrease in other assets                         (16,382)            (124)          4,382
      Increase (decrease) in accounts payable and
         accrued expenses                                          1,888            10,607        (234,960)
      Increase (decrease) in advertising fund payable            (49,191)         (170,171)        136,220
      Increase (decrease) in income taxes payable                     -           (144,000)        144,000
      Decrease in accrued rent                                    (9,380)           (9,379)        (10,161)
      Increase in deferred franchise revenue                   2,960,000           845,275         990,450
           Net cash provided by operating activities           2,411,678         1,043,941         588,837

Cash Flows from Investing Activities:
 Proceeds on disposal of equipment                                 5,376                -               -
 Purchases of equipment and furniture                           (174,932)          (73,459)        (36,758)
         Net cash used in investing activities                  (169,556)          (73,459)        (36,758)

Cash Flows from Financing Activities:
 Funding provided by long-term debt                                51,000               -               -
 Payments on long-term debt and capital lease obligation          (77,449)         (89,175)        (86,641)
 Distributions to stockholders                                 (1,097,844)        (500,000)             -
           Net cash used in financing activities               (1,124,293)        (589,175)        (86,641)

Net increase in cash                                           1,117,829          381,307          465,438

Cash, beginning of year                                          917,722          536,415           70,977
Cash, end of year                                          $   2,035,551     $    917,722     $    536,415
Supplemental Cash Flow Information
  Cash paid for interest                                   $       6,069     $     12,751     $     15,624




                                                  5
Note 1.      Nature of Business and Significant Accounting Policies

Nature of business

PostNet International Franchise Corporation was formed in October 1992 for the purpose of offering
franchises for the establishment and operation of retail stores throughout the world offering postal,
business, and communications products and services under the trade name “PostNet”.

In October 2002, the Company formed a 100% owned subsidiary. Franchise Investments, LLC was
formed for the purpose of managing an existing postal retail store under the franchise of “PostNet”
located in Las Vegas, Nevada.

A summary of the Company’s significant accounting policies follows:

Principles of consolidation

The consolidated financial statements include the accounts of PostNet International Franchise
Corporation and its wholly owned subsidiary Franchise Investments, LLC (collectively referred to herein
as the Company). All material intercompany accounts and transactions have been eliminated in
consolidation.

Cash

Cash in financial institutions exceeded federally insured amounts during the years ended December 31,
2003 and 2002. The Company has not experienced any losses in such accounts.

Restricted cash

A portion of royalties received from franchisees is designated for segregation into an advertising fund (the
Fund) to be expended to benefit franchisees. The Company collects and administers the Fund and records
a liability, which is included in advertising fund payable, against which the specified costs are charged.

In addition, certain states require franchise companies to place funds received towards the purchase of a
franchise in an escrow account until such time as the transaction is finalized.

Accounts receivable

The Company sells its products and services to prospective franchisees domestically and worldwide. The
Company performs credit evaluations of prospective franchisees and does not require collateral. The
Company records accounts receivable and deferred revenue upon entering into franchise agreements with
franchisees (Notes 2 and 5).

Accounts receivable on international and domestic royalties are carried at original invoice amount less an
estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis.
Management determines the allowance for doubtful accounts by regularly evaluating individual
customers receivables and considering a customer’s financial condition, credit history, and current
economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of
accounts receivable previously written off are recorded as income when received.




6
POSTNET INTERNATIONAL FRANCHISE CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Nature of Business and Significant Accounting Policies (continued)

Other assets

Included in other assets are investments in royalty rights that are being amortized using the straight-line
method over 15 years.

Equipment and furniture

Equipment and furniture are stated at historical cost. Depreciation and amortization are computed using
the straight-line method over the estimated useful life of five years.

Master and area license fees

The Company sells master and area licenses that grant to the purchaser the sole rights to develop retail
stores and sell individual franchises within a specific geographical area. Such rights are for successive
15-year terms. Revenue from these fees is recognized when substantially all significant services to be
provided by the Company have been performed.

The Company has sold master area franchise rights for the territories of Brazil, Angola, Yemen, Puerto
Rico, South Africa, Colombia, Italy, Portugal, Saudi Arabia, Ireland, Botswana, Bahrain, Kuwait, Oman,
Quatar, United Arab Emirates and Venezuela. These agreements transfer franchise rights within a
geographical area permitting the opening of a number of franchised outlets. Decisions regarding the
number of outlets and their location are primarily made by the master franchisee with approval of the
Company.

Franchise fee revenue

Revenue from the initial sales of franchises is recognized when substantially all significant services to be
provided by the Company have been performed. Direct costs relating to franchise sales for which
revenue has not been recognized are deferred until the related revenue is recognized.

When a franchise is sold, the Company agrees to provide certain services to the franchisee. Generally,
these services include assistance in site selection, training personnel, implementation of an accounting
system, and design of a quality control program.

Deferred franchise fee revenue at December 31, 2003 and 2002 represents that portion of total revenue from initial
franchise sales and store development attributable to services required to be provided by the Company that have not
yet been performed.

Development fee revenue

Revenue from the development of stores in connection with the sale of franchises is recognized when
substantially all significant services to be provided by the Company have been performed.

Royalty revenue

Revenue from royalties, based upon a percentage of franchise operations net income ranging from 3% to
4%, is recognized when earned.




                                                        7
POSTNET INTERNATIONAL FRANCHISE CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Nature of Business and Significant Accounting Policies (continued)

Sales revenue

Revenue from retail sales are recognized at the time of the transaction.

Accrued rent

The Company has an operating lease with scheduled rent increases. Management accounts for rent
expense using the straight-line method of accounting. Accrued rent represents rents to be paid in the
future under this agreement.

Advertising

All costs related to marketing and advertising are expensed as incurred.

Use of estimates

The preparation of financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

Income taxes

Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for
deductible temporary differences and tax credit carryforwards. Deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of
enactment.

During 2002, the Company, with the consent of its stockholders, has elected to be taxed under sections of federal
income tax law, which provide that, in lieu of corporation income taxes, the stockholders separately account for their
pro rata shares of the Company’s items of income, deductions, losses and credits. As a result of this election, the
Company expensed the net deferred tax assets that existed at December 31, 2001 (Note 9).

Reclassifications

Certain 2002 and 2001 amounts have been reclassified to conform with 2003 presentation. None of these
reclassifications affected previously reported net income or stockholders’ equity.




                                                          8
POSTNET INTERNATIONAL FRANCHISE CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2. Accounts and Other Receivables

Accounts and other receivables at December 31 are as follows:

                                                                             2003              2002
  Accounts receivable - franchise contracts                            $    4,898,243    $    3,030,651
  Royalties receivable - dom estic                                            320,000           310,000
  Royalties receivable - international, net of allowance of $12,000            35,923            45,000
  Advances                                                                     30,605            27,153
                                                                       $    5,284,772    $    3,412,804


Included in advances are unsecured, non-interest bearing advances to shareholders at December 31, 2003
and 2002 in the amounts of approximately $30,500 and $25,000, respectively.

Royalties receivable – domestic reflect an accrual for December royalties expected to be collected in
January 2004 and 2003, respectively.

Note 3.     Equipment and Furniture

At December 31 equipment and furniture consists of the following:

                                                                             2003             2002
    Equipment and furniture, including assets
      acquired under capital leases of $44,620
      at December 31, 2003 and 2002                                     $     422,375    $      268,579

    Accumulated depreciation and amortization
      including amounts relating to assets under
      capital leases of approximately $31,978 and
      $23,054 at December 31, 2003 and 2002,
      respectively                                                           (165,801)         (103,237)
                                                                        $     256,574    $      165,342




                                                      9
POSTNET INTERNATIONAL FRANCHISE CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4. Other Assets

Other assets at December 31 consists of the following:

                                                                            2003              2002
  Investm ent in royalty rights                                        $     125,000    $      125,000
  Deposits                                                                    73,688            57,305
  Other                                                                       32,849            32,849
                                                                             231,537           215,154
  Accum ulated am ortization                                                 (53,924)          (43,402)
                                                                       $     177,613    $      171,752


Note 5.     Deferred Revenue – Franchises in Progress and Deferred Franchise Costs

Deferred revenue – franchises in progress at December 31 consists of the following:
                                                                            2003              2002
  Deferred development revenue                                         $   5,100,600    $    2,733,700
  Deferred franchise revenue                                               1,870,575         1,277,475
                                                                       $   6,971,175    $    4,011,175


The Company expects to recognize substantially all the deferred revenue during the year ended December
31, 2004, as anticipated franchise stores open. Accounts receivable – franchise contracts of $4,898,243
and $3,030,651 at December 31, 2003 and 2002, respectively, relate to these same franchises. Payment is
to be received upon a store opening.

In conjunction with the above deferred revenue, the Company deferred $734,118 and $363,723 at
December 31, 2003 and 2002, respectively, of direct costs associated with the franchises, which will be
recognized as expense in the same period as the related revenue.

Note 6.     Operating Leases

The Company leases vehicles, equipment and office space under noncancelable operating leases. The
vehicle leases expire through November 2004, the equipment leases expire through January 2008 and the
office space lease expires May 2005. Under the office space lease, the Company received a 5 month rent-
free period. In addition, this lease has scheduled annual rent increases. The Company accrues rent
expense on this lease in an amount such that the total rent expense under the lease will be recognized
ratably over the five year term. Accrued rent as of December 31, 2003 and 2002 was $50,879 and
$60,259, respectively.




                                                   10
POSTNET INTERNATIONAL FRANCHISE CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6.          Operating Leases (continued)

During the year ended December 31, 2003, total rent expense of $307,122 for these operating leases
consisted of $30,422 for vehicles, $22,302 for equipment and $254,398 for office space. Rent expense
for the years ending December 31, 2002 and 2001 totaled $258,939 and $247,450, respectively for office
space.

In September 2002, the subsidiary entered into a retail store lease. Terms of the lease are monthly
payments with scheduled annual rent increases through September 2007. Rent expense associated with
this lease for the year ended December 31, 2003 and 2002 was $33,980 and $11,089, respectively.

In addition, the Company has an airplane lease with a company owned by the majority stockholder. The
lease, which requires monthly payments of $2,250 plus contingent rentals at $150 per hour for use in
excess of 15 hours, expires in April 2005. Total rent expense associated with this lease for the years
ended December 31, 2003, 2002 and 2001 was $39,223, $33,857 and $31,649, respectively.

Future minimum payments under noncancelable operating leases as of December 31, 2003 are as follows:

          2004                                                                         $    314,141
          2005                                                                              141,631
          2006                                                                               38,175
          2007                                                                               28,239
          2008                                                                                  595
                                                                                       $    522,781


Note 7.          Long-Term Debt

The following is a summary of long-term debt at December 31:

                                                                           2003             2002
Note payable to a form er officer of the Com pany, payable in weekly
 installm ents of principal and interest of $1,338, due Decem ber
 2004, im puted at a interest rate of 6%, collateralized by
 treasury stock (Note 8)                                               $    63,729     $    127,535

Note payable to a corporation with m onthly principal paym ents of
 $850, due M ay 2008, collateralized by the vehicle                          44,200                -

Other, repaid during 2003                                                         -            6,843

                                                                           107,929           134,378
Less current m aturities                                                   (73,929)          (70,649)
                                                                       $    34,000     $      63,729




                                                     11
POSTNET INTERNATIONAL FRANCHISE CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 7. Long-Term Debt (continued)

Aggregate principal payments to be made subsequent to December 31, 2003 are as follows:

          2004                                                                          $      73,929
          2005                                                                                 10,200
          2006                                                                                 10,200
          2007                                                                                 10,200
          2008                                                                                  3,400
                                                                                        $     107,929


Note 8.          Stock Repurchase Transaction

The Company repurchased 278.5 shares of its outstanding common stock from a former officer of the
Company. The transaction involved a purchase price of $350,000, of which $2,000 was paid upon the
execution of the agreement and the remaining $348,000 involved the issuance of a non-interest bearing
note payable in 260 consecutive weekly installments of $1,338, payable through December 2004
(Note 7). The note is collateralized by the treasury stock. Under the terms of the agreements, treasury
stock shares are released from collateral as the note is repaid. As of December 31, 2003 and 2002, 67 and
109 treasury stock shares, respectively, were pledged as collateral under the note.

Note 9.          Income Taxes

The components of income tax provision (benefit) related to continuing operations are as follows:

Federal:                                                  2003              2002             2001
  Current                                            $           -    $      (29,028)   $     144,000
  Deferred                                                       -            64,000           33,000
                                                     $           -    $       34,972    $     177,000

The income tax provision differs from the amount of income tax determined by applying U.S. federal
income tax rate of 34% to pretax income as follows:

                                                         2003              2002             2001
  Com puted "expec ted" tax expense                 $            -    $           -     $    228,000
  Perm anent differenc es                                        -                -            2,000
  O ther, inc luding elim ination of deferred
     taxes in 2002                                               -           34,972          (53,000)
                                                    $            -    $      34,972     $    177,000


As mentioned in Note 1, the Company made the election during 2002 to treat the Company as a qualified
subchapter S-Corporation. In accordance with FAS 109, all net deferred tax assets that existed at
December 31, 2001 were expensed.




                                                   12
POSTNET INTERNATIONAL FRANCHISE CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 10. Issuance of Common Stock

In May 2001, the Company issued 278.5 shares of its common stock to an officer pursuant to a letter of
commitment dated in November 1994. Stock was recorded as compensation expense to the officer at its
estimated fair value.

Note 11.     Commitments and Contingencies

Benefit Plan

The Company sponsors a defined contribution 401(k) plan covering all eligible employees. The
Company had less than 25 eligible employees at December 31, 2003. To participate in the plan, an
employee must be 21 years of age and must have completed one year of service. Participants can elect to
contribute through salary deductions up to 15 percent of earnings, with a current maximum of $12,000.
The Company will contribute an employer match of 20 percent of each 1 percent that is contributed by an
employee up to a maximum of 5%. Vesting of matching contributions begins after two years at vested
percentages that are stated in the plan document. Employer contributions to the plan during the years
ended December 31, 2003, 2002 and 2001 were $8,175, $5,990 and $11,312, respectively.

Litigation

The Company is party to various claims, legal actions and complaints arising in the ordinary course of
business. In the opinion of management, all matters are of such kind, or involve such amounts, that
unfavorable disposition, if any, would not have a material effect on the financial position of the Company.



.




                                                    13
                                                                            EXHIBIT F
                                                                        TO FRANCHISE
                                                                   OFFERING CIRCULAR



                                    TABLE OF CONTENTS TO MANUALS




3621860v.7 Uniform Franchise Offering Circular                              January 29, 2004
                                                                             EXHIBIT F
                                                                         TO FRANCHISE
                                                                    OFFERING CIRCULAR

                                TABLE OF CONTENTS TO MANUALS

                                      GETTING STARTED!

I     Selecting Your PostNet Location                                              I-1
      A. Location Selection Process                                                I-2
      B. PostNet Location Criteria                                                 I-4
           1. Trade Area Definition                                                I-4
           2. Demographic Considerations                                           I-4
           3. Physical Location Considerations                                     I-6
           4. General Considerations                                               I-8

II    Leasing Your PostNet Location                                                II-1
      A. The Offer to Lease Proposal                                               II-1
           1. Issues                                                               II-1
           2. Required Lease Terms and Conditions                                  II-3
      B. Negotiating Lease Terms and Conditions                                    II-4
      C. Preparing, Reviewing and Finalizing the Lease Agreement                   II-5
      D. Executing the Lease Agreement and Documenting PostNet’s
           Site Approval                                                           II-5
           1. Site Approval Letter                                                 II-6
           2. Protected Territory                                                  II-6
           3. Lease Execution Approval                                             II-8
      E. Paying the Remainder of Your Initial Franchise Fee                        II-9
      F. Paying Initial Portion of PostNet Store Development Fee                   II-9

III   Your Responsibilities in Getting Ready for the
      Construction of Your PostNet Center                                          III-1
      A. Developer/Contractor Selection                                            III-1
      B. Licenses, Permits, Compliance with Regulations                            III-3
      C. Required Insurance Coverage                                               III-5
      D. Utilities and Telephone Lines                                             III-10
      E. Printing Orders                                                           III-11

IV    Developing Your PostNet Center                                               IV-1
      A. Utilizing PostNet Store Development Services                              IV-1
           1. Store Owner Responsibilities                                         IV-2
           2. Buildout by PostNet                                                  IV-6
      B. Doing it Yourself -- Utilizing Services Other Than PostNet for
           Store Development                                                       IV-9
           1. Plans and Specifications                                             IV-9
           2. Zoning Clearances, Permits, Licenses, Certifications                 IV-10



PostNet/Table of Contents-Manuals          F-1                                January 29, 2004
             3.  Exterior Sign                                               IV-10
             4.  Construction Insurance                                      IV-11
             5.  Construction Timing and PostNet Inspections                 IV-11
             6.  Fixtures, Signage, Equipment, Inventory and Supplies
                   Required Before Opening Your Center                       IV-12
      C.     Materials Provided by PostNet Before Your Center Opens          IV-12
             1. PostNet “Biz Kit”                                            IV-13
             2. Printed Materials and Specialty Products                     IV-13
      D.     Store Owner’s Pre-opening Shopping List                         IV-14

V     Preparations for Offering PostNet’s Core Products and Services         V-1
      A. PostNet-approved Vendors and Suppliers                              V-1
      B. PostNet’s “Core” Products and Services                              V-5
      C. Getting Started with United Parcel Service, Federal Express,
            and Other Carriers                                               V-5
      D. Establishing Your Relationship with the United States
          Postal Service (USPS)                                              V-6
          1. Meeting with the Postmaster                                     V-14
          2. Registering Your PostNet Center with the USPS                   V-15
          3. Ordering USPS Supplies                                          V-18
          4. USPS Contract Stations                                          V-20
      E. Establishing Yourself as a Notary Public                            V-21
      F. Initial Contacts with Certain Approved Core-Service Vendors,
          Suppliers, and Providers                                           V-21
          1. Money Orders                                                    V-21
          2. Printing and Rubber Stamp Services                              V-21
          3. Signs and Banners                                               V-22
          4. Photocopier                                                     V-22
          5. Key Machine                                                     V-22
          6. Packaging Supplies and Materials (In-house and Retail)
               and Office Supplies (Retail)                                  V-22
          7. Greeting Cards (Retail)                                         V-23
          8. Paper Products                                                  V-23

VI    Setting Up Additional Profit Centers                                   VI-1
      A. Retail Product Vendors                                              VI-2
      B. Service Share Agreements for Executive and Business Services        VI-2
      C. Other In-house Profit Center Opportunities                          VI-5

VII Pre-opening Research and Marketing                                       VII-1
    A. Yellow Pages Advertising                                              VII-3
    B. Trade Area Research                                                   VII-6
         1. Setting Up Your Marketing Map and Research Records               VII-7
         2. Getting to Know Your Competition                                 VII-9
         3. Identifying Your Potential Customers                             VII-13
         4. Traffic Pattern Research                                         VII-15



PostNet/Table of Contents-Manuals            F-2                        January 29, 2004
             5. Advertising Media Research                                         VII-15
      C.     Pre-opening Marketing                                                 VII-18
             1. Retailers in Your Complex                                          VII-19
             2. PostNet Banner                                                     VII-20
      D.     Advertising for Your “Soft Opening”                                   VII-20

VIII PostNet Franchisee Training Program                                           VIII-1
     A. Classroom Training Program                                                 VIII-1
     B. On-site Training Program                                                   VIII-2
          1. Store Owner Responsibilities for Getting Store Ready                  VIII-3
              a.   Pre-training/Pre-opening Checklist                              VIII-3
              b.   Creating a Clean, Orderly, and Attractive Environment           VIII-6
          2. Preparing Yourself for On-site Training                               VIII-8
     C. Follow-up Training Program                                                 VIII-9

                               GETTING AND KEEPING CUSTOMERS
                                      THE POSTNET WAY

I                 The PostNet Marketing System                                 I-1

II                Becoming a Marketing Expert for Your Trade Area              II-1
                  A. Defining the Trade Area for Your PostNet Center           II-A-1
                  B. Building an Information Base for Marketing Planning       II-B-1
                     1. Marketing Map                                          II-B-1
                     2. Research Records                                       II-B-2
                     3. Computer Database                                      II-B-4
                     4. Information Sources                                    II-B-5
                  C. Driving Your Trade Area and Gathering Required
                             Marketing Data                                    II-C-1
                  D. Identifying Your Potential Customers (Target Markets)     II-D-1
                     1. Businesses                                             II-D-1
                     2. Residents                                              II-D-3
                     3. Clubs/Organizations/Special Interest Groups            II-D-4
                     4. Institutions and Government Facilities                 II-D-5
                     5. Tourists, Visitors and Seasonal Residents              II-D-6
                  E. Researching Your Competition                              II-E-1
                     1. Identifying Competitor Locations                       II-E-1
                     2. Shopping Your Competition                              II-E-2
                  F. Determining Trade Area Traffic Patterns                   II-F-1
                  G. Researching Available Advertising Media                   II-G-1

III               Defining Your Target Markets: What Do They Need That Your
                  Center Can Provide, and How Do You Tell Them?                III-1
                  A. Walk-in Customers                                         III-A-1
                  B. Businesses                                                III-B-1
                     1. Home-based Businesses                                  III-B-1



PostNet/Table of Contents-Manuals             F-3                             January 29, 2004
                       2. Small to Medium-Sized Businesses/Consultants/
                              Professionals in Office Buildings or
                              Office Complexes                               III-B-2
                       3. Retail Outlets                                     III-B-3
                       4. Company/Manufacturer’s/Sales Representatives/
                              Multi-level Marketers                          III-B-4
                       5. Small Manufacturers and Distributors               III-B-4
                       6. Real Estate Brokers/Agents and Insurance Agents    III-B-5
                       7. Moving Companies                                   III-B-5
                  C.   Residents                                             III-C-1
                       1. Apartment/Condominium Residents                    III-C-1
                       2. Residents of Houses and Townhouses in
                              Subdivisions and Master-planned Communities    III-C-2
                       3. Residents of Manufactured Housing Communities
                              (mobile home parks, trailer parks)             III-C-3
                       4. Retirement Centers/Senior Centers                  III-C-3
                       5. College Students                                   III-C-4
                       6. Military Personnel Stationed in Your Area          III-C-5
                  D.   Clubs/Organizations/Special Interest Groups           III-D-1
                  E.   Employees of Businesses/Institutions/Organizations    III-E-1
                  F.   Tourists, Visitors, and Seasonal Residents            III-F-1

IV                Building and Using a Customer Database for Marketing       IV-1
                  A. Existing Customers Are Your Best Targets                IV-A-1
                  B. Collecting and Recording Database Information           IV-B-1
                  C. Using Your Store Management System
                         Customer Database                                   IV-C-1
                  D. Using Your Customer Database for Marketing              IV-D-1

V                 Reaching Your Target Markets: Methods,
                  Media and Costs                                            V-1
                  A. Franchise Agreement Provisions Regarding
                        Advertising and Promotion                            V-A-1
                  B. Use of the Proprietary Marks                            V-B-1
                  C. Production, Reproduction, and Use of Printed
                        Forms and Marketing Materials                        V-C-1
                     1. Pre-approved Forms and Designs                       V-C-2
                     2. Marketing Materials                                  V-C-6
                        a. Letterhead and Envelopes                          V-C-6
                        b. Business Cards                                    V-C-9
                        c. General Services Brochures                        V-C-11
                        d. Business Services Brochures                       V-C-14
                        e. Computer Services Directory                       V-C-19
                        f. PostNet Fax Cover Sheet                           V-C-22
                        g. PostNet Job Jacket                                V-C-26
                        h. PostNet Logo Tape                                 V-C-26



PostNet/Table of Contents-Manuals             F-4                           January 29, 2004
                        i. PostNet Package Stickers                      V-C-27
                 D. Personal Visits                                      V-D-1
                    1. Planned “Infomeetings”                            V-D-2
                        a. Definition and Purpose of Infomeetings        V-D-2
                        b. Making Infomeetings Part of Your Routine      V-D-3
                        c. Preparing for Infomeetings                    V-D-4
                        d. Entering the Business                         V-D-10
                        e. Sharing the Info                              V-D-10
     f.   Handling the Info meeting                                      V-D-11
                        g. Following Up                                  V-D-15
                        h. Re-visiting                                   V-D-17
                    2. “Cold” Call Marketing Survey                      V-D-18
                 E. Marketing Letters                                    V-E-1
                 F. Telemarketing                                        V-F-1
                 G. Advertising                                          V-G-1
                        1. What Is “Advertising?”                        V-G-2
                        2. What Is An “Advertisement?”                   V-G-2
                        3. Evaluating and Selecting Advertising Media    V-G-3
                        4. Yellow Pages Advertising                      V-G-4
                        5. Publications Ads and Advertorials             V-G-9
                            a. PostNet-produced Ads                      V-G-13
                            b. Writing Your Own Ad                       V-G-13
                        6. Radio and Television                          V-G-15
                        7. Direct Mail                                   V-G-16
                        8. Marriage Mail                                 V-G-19
                        9. Door-hangers and Flyers                       V-G-22
                        10. Bulletin Board Cards                         V-G-23
                        11. Advertising Specialty Items                  V-G-27
                        12. Signage                                      V-G-28
                            a. Exterior Signs                            V-G-29
                            b. Banners                                   V-G-29
                            c. Window Signs                              V-G-29
                            d. Interior Signs                            V-G-30
                        13. Register Receipt Messages                    V-G-30
                        14. Testimonials                                 V-G-33
                        15. Coupons                                      V-G-37
                        16. Cooperative Advertising with Neighboring
                               Businesses                                V-G-39
                 H. Networking                                           V-H-1
                 I. Community Involvement                                V-I-1
                 J. Publicity                                            V-J-1

VI                    Developing Your Marketing Plan                     VI-1
                      A. Overview of Marketing Planning                  VI-A-1
                      1. Setting Objectives                              VI-A-1
                      2. Plotting Strategies                             VI-A-3



PostNet/Table of Contents-Manuals            F-5                        January 29, 2004
                     3. Defining Tactics                                  VI-A-4
                     4. Evaluating Results                                VI-A-5
                  B. Using the PostNet Marketing System                   VI-B-1
                     1. Prioritizing Your Target Markets                  VI-B-2
                     2. Defining and Scheduling Tactics to Reach
                            Target Markets                                VI-B-3
                     3. Following Through                                 VI-B-10
                     4. Following Up                                      VI-B-10

VII               Attracting Business With Promotions                     VII-1
                  A. Grand Opening                                        VII-A-1
                     1. Pre-planning Information Collection               VII-A-6
                     a. Advertising Media and Marketing Materials         VII-A-6
                         b. Drawing for Prizes                            VII-A-16
                         c. Refreshments                                  VII-A-19
                         d. Fun and Entertainment                         VII-A-19
                         e. Decorations                                   VII-A-20
                     2. Decision-making and Budgeting                     VII-A-20
                     3. Things to be Done Before Your Grand Opening       VII-A-21
                         a. Finalizing the Event Dates                    VII-A-21
                         b. Drawing for Prizes                            VII-A-23
                         c. Entertainment                                 VII-A-27
                         d. Advertising                                   VII-A-27
                         e. Decorations and Refreshments                  VII-A-29
                         f. Inventory                                     VII-A-30
                         g. Media Coverage                                VII-A-30
                         h. Set Up “PostNet’s Surprise Mailboxes”         VII-A-30
                         i. Staffing                                      VII-A-31
                     4. Things to Do During the Grand Opening             VII-A-31
                     5. Things to Do After the Grand Opening Concludes    VII-A-33
                  B. Anniversary and Milestone Achievement Events         VII-B-1
                     1. Anniversary Celebrations                          VII-B-1
                     2. Milestone Achievement Events                      VII-B-2
                  C. Seasonal Promotions                                  VII-C-1
                     1. The Holiday Season                                VII-C-1
                         a. Holiday Season Retailing                      VII-C-2
                         b. Supplies and Carrier Services                 VII-C-3
                         c. Extended Store Hours and Credit Card
                                Convenience                               VII-C-4
                         d. Staffing for the Holiday Season               VII-C-5
                         e. Decorations                                   VII-C-5
                         f. Advertising                                   VII-C-6
                     2. The Tax Filing Season                             VII-C-15
                     3. Valentine’s Day                                   VII-C-18
                     4. Easter                                            VII-C-21
                     5. Mother’s Day and Father’s Day                     VII-C-21



PostNet/Table of Contents-Manuals            F-6                         January 29, 2004
                     6. Camp/Vacation Season                            VII-C-25
                     7. Back-to-school Season                           VII-C-28
                     8. Month-by-month Promotion Opportunities          VII-C-32
                         a. January                                     VII-C-32
                         b. February                                    VII-C-33
                         c. March                                       VII-C-33
                         d. April                                       VII-C-34
                         e. May                                         VII-C-34
                         f. June                                        VII-C-34
                         g. July                                        VII-C-35
                         h. August                                      VII-C-35
                         i. September                                   VII-C-35
                         j. October                                     VII-C-36
                         k. November                                    VII-C-36
                         l. December                                    VII-C-36
                  D. Core Service/Product Promotions                    VII-D-1
                     1. Mailbox Rentals and Ancillary Services          VII-D-1
                     2. Postage Stamp Sales                             VII-D-9
                     3. Packaging and Shipping                          VII-D-10
                     4. Fax Services                                    VII-D-17
                     5. Photocopying                                    VII-D-17
                     6. Laminating                                      VII-D-22
                     7. Key Duplication                                 VII-D-23
                     8. I.D./Passport Photos                            VII-D-25
                     9. Printing and Rubber Stamps                      VII-D-28
                     10. Notary Service                                 VII-D-30
                     11. Gift Wrapping                                  VII-D-31
                     12. Money Orders and Money Wire Transfers          VII-D-34
                     13. Business Hours Messaging Service               VII-D-34
                     14. Voice Mail                                     VII-D-35
                  E. Customer Loyalty Programs                          VII-E-1
                     1. V.I.C. (Very Important Customer) Card           VII-E-1
                     2. Frequent Shipper and Frequent Faxer Programs    VII-E-3
                     3. Special Group Discount Programs                 VII-E-7

VIII       Attracting Business Through Community Involvement            VIII-1
                A. Involvement in Your Business Community               VIII-A-1
                    1. Your Business Neighbors                          VIII-A-1
                    2. Chamber of Commerce                              VIII-A-2
                    3. Networking Organizations                         VIII-A-6
                B. “Doing Good is Good Business”                        VIII-B-1
                C. Join the Speakers’ Circuit!                          VIII-C-1
                D. Sponsorships                                         VIII-D-1
                E. Be Environmentally Conscientious                     VIII-E-1




PostNet/Table of Contents-Manuals            F-7                       January 29, 2004
IX                Gaining Positive, Free Publicity for Your PostNet Center    IX-1
                  A. Getting to Know Your Local Media                         IX-A-1
                     1. How Media Companies Work                              IX-A-1
                     2. What Media Companies Need and Expect From You         IX-A-3
                  B. Developing Appropriate Media Materials                   IX-B-1
                     1. News Releases                                         IX-B-1
                     2. Collateral Media Materials                            IX-B-5
                  C. Distributing Media Materials and Following Up            IX-C-1
                  D. Sample News Releases                                     IX-D-1
                  E. Radio and Television Business and Community
                        Affairs Programming                                   IX-E-1
                  F. Dealing with Media News Reporters in Interview
                        Situations                                            IX-F-1

X                 Building Business Through Customer Service                  X-1
                  A. First Impressions                                        X-A-1
                  B. “Make Me Feel Important”                                 X-B-1
                  C. Needs Assessment — Ask and Listen                        X-C-1
                  D. Customer-minded Salesmanship                             X-D-1
                     1. The Five Kinds of Selling                             X-D-2
                     2. Would You Buy From You?                               X-D-5
                  E. Closing the Sale with Professionalism                    X-E-1
                  F. Thanking Your Customers and Visitors                     X-F-1
                     1. Conveying Appreciation in Your Center                 X-F-1
                     2. Sending Thank-you Cards or Postcards                  X-F-2
                  G. Turning Today’s Lost Sales Into Future Sales             X-G-1
                  H. Telephone Service                                        X-H-1
                     1. PostNet Standards for Handling Telephone Calls        X-H-1
                     2. After-hours Answering Machine                         X-H-3
                  I. Dealing with Unhappy Customers                           X-I-1
                  J. Providing Positively Outrageous Service                  X-J-1
                  K. Customer Service Training for Employees                  X-K-1

XI                Building Business Through Merchandising and
                  Providing a Quality Shopping Experience                     XI-1
                  A. Achieving a Look of Organized Professionalism            XI-A-1
                  B. Ingredients for a Quality Shopping Experience            XI-B-1
                  C. Store Personnel                                          XI-C-1
                  D. Merchandise Display                                      XI-D-1
                  E. Signage and Decorations                                  XI-E-1
                     1. Store Front Design and Window Signage                 XI-E-1
                     2. Interior Signage                                      XI-E-5
                     3. Decorations                                           XI-E-5
                  F. Housekeeping                                             XI-F-1




PostNet/Table of Contents-Manuals            F-8                             January 29, 2004
                                    FRANCHISE OWNERS MANUAL

I            Fulfilling the Responsibilities of the
             Franchise Relationship                                                I-1
             A. PostNet’s Responsibilities as Franchisor                           I-A-1
                1. PostNet’s Mission Statement                                     I-A-2
                2. Growing the Network                                             I-A-4
                3. Establishing System Standards and
                     Monitoring Compliance                                         I-A-4
                4. Protecting the Trademarks and System                            I-A-5
                5. Service and Product Development                                 I-A-6
                6. Providing Training and Ongoing Support to Franchisees           I-A-6
                7. Involving Franchisees in System
                     Development and Enhancement                                   I-A-11
                8. National Fund and Regional Cooperative Advertising              I-A-12
             B. Your Responsibilities as a PostNet Franchisee                      I-B-1
                1. Store Mission Statement                                         I-B-1
                2. Using the System and Ongoing Support                            I-B-2
                3. Penetrating, Retaining, and Dominating Your Trade Area          I-B-4
                4. Protecting the Trademarks and System                            I-B-4
                5. Using Approved Fixtures, Equipment and Supplies                 I-B-8
                6. Using Approved Vendors and Offering Approved
                     Services and Products                                         I-B-9
                7. Meeting Insurance, Licensing, and Permit Requirements           I-B-17
                8. Submitting Required Reports and Payments to PostNet             I-B-24
             C. Multi-unit Ownership                                               I-C-1
             D. Selling Your Business/Franchise Transfer                           I-D-1
                1. What is a Transfer?                                             I-D-2
                2. Preparing to Offer Your Business for Sale
                     and Franchise Transfer                                        I-D-2
                3. Options for Selling Your Business                               I-D-7
                4. Interfacing with Prospects - Steps from Start to Sale Closing   I-D-9
                5. Post-closing Steps                                              I-D-17
             E. Franchise Agreement Renewal, Expiration or Termination             I-E-1
             F. Dispute Resolution                                                 I-F-1

II           Operating and Maintaining Your Center to Please Customers             II-1

             A. Best Business Practices (Operations Standards)                     II-A-1
                1. Recommended Days and Hours of Operation                         II-A-3
                2. Store Appearance Standards                                      II-A-7
                3. Merchandising Standards                                         II-A-16


PostNet/Table of Contents-Manuals             F-9                                  January 29, 2004
                4. Customer Service Standards                                     II-A-17
                5. Prohibited Conditions                                          II-A-21
             B. Establishing and Reinforcing Routines                             II-B-1
                1. Daily Routine                                                  II-B-3
                2. Weekly Routine                                                 II-B-5
                3. Monthly Routine                                                II-B-5

III          Building Your Customer Service Team                                  III-1

             A. Getting Ready to Add Team Members                                 III-A-1
             B. Recruiting and Selecting Team Members                             III-B-1
                1. Recruiting Applicants                                          III-B-1
                2. Receiving and Screening Applications                           III-B-3
                3. Interviewing Candidates                                        III-B-5
                4. Checking Supplied Information                                  III-B-8
                5. Making the Job Offer                                           III-B-9
                6. Completing the Hire                                            III-B-9
             C. Providing Team Member Orientation                                 III-C-1
             D. Training Team Members                                             III-D-1
             E. Providing a Quality Work Environment
                for Your Store Team                                               III-E-1
             F. Disciplining or Terminating an Employee                           III-F-1

                                    STORE OPERATIONS MANUAL

Chapter 1 – Mailing, Shipping, and Packaging Services                        3

         Section 1         Accepting a Package for Shipment                  3
         Section 2         Processing the Package                            4
         Section 3         General Packaging Guidelines for Accepting        6
                           Customer Packages
         Section 4         Professional Custom Packaging Guidelines          7
         Section 5         General Information about Each Carrier            8
         Section 5.1       General Information about UPS                     8
         Section 5.2       General Information about USPS                    9
         Section 5.3       General Information about Federal Express         10
         Section 5.4       General Information about Carolina Freight        12
         Section 5.5       General Information about DHL Worldwide Express   12
         Section 5.6       General Information about Airborne Express        14
         Section 5.7       General Information about Emery Worldwide         17




PostNet/Table of Contents-Manuals              F-10                               January 29, 2004
Chapter 2 – Business Executive Services                                              19

         Section 1         Selling Private Mailbox Rentals and Associated Services   19
         Section 1.1       Discovering Customer Needs                                19
         Section 1.2       Levels of Private Mailbox Rental Service                  19
         Section 1.3       Setting up the Mailbox Rental Service                     21
         Section 1.4       Explanation of Associated Mailbox Service                 22
         Section 1.4.1     Mail Forwarding                                           22
         Section 1.4.2     Call In/Reading Services                                  22
         Section 1.4.3     Business Hours Messaging Service                          23
         Section 2         Fax Service                                               24
         Section 2.1       General Suggestions for Providing this Service            24
         Section 2.2       Faxing Procedures                                         24
         Section 3         Printing Services                                         24
         Section 3.1       Selling the Service/Taking the Order                      27
         Section 3.2       Delivering the Printing Order                             27
         Section 4         Rubber Stamp Service                                      27
         Section 4.1       Selling Rubber Stamps/Taking the Order                    27
         Section 4.2       Delivering the Rubber Stamp Order                         28
         Section 5         Signs/Banners                                             29
         Section 5.1       Types of Signs/Banners                                    29
         Section 5.2       Taking Orders for Signs/Banners                           29

Chapter 3 – Personal and Business Conveniences                                       31

         Section 1         Photocopying Service                                      31
         Section 1.1       Procedures for Photocopying Service                       31
         Section 1.2       Sales Tips for Photocopying Service                       31
         Section 2         Key Duplication Service                                   31
         Section 2.1       Procedures for Taking Orders                              31
         Section 3         Identification/Passport Photo Service                     32
         Section 3.1       General Instructions                                      32
         Section 3.2       Operation Procedures                                      33
         Section 3.3       Department of State Standards                             34
         Section 3.4       Child I.D. Kits                                           34
         Section 4         Laminating                                                35
         Section 4.1       General Ideas                                             35
         Section 4.2       Operating Instructions                                    35
         Section 4.3       Customer Records                                          36
         Section 5         Money Wire Transfer Services                              36
         Section 6         Money Orders                                              38
         Section 6.1       Procedures for Issuing Money Orders                       38
         Section 7         Notary Public Service                                     39
         Section 7.1       General Procedures for Notarizing Documents               39
         Section 7.2       Sales Tips                                                39
         Section 8         Electronic Tax Filing                                     40



PostNet/Table of Contents-Manuals               F-11                                      January 29, 2004
         Section 8.1       Procedures for Accepting a Complete Return             40
                           From a Customer – The Fax Method

Chapter 4 – Retail Sales                                                          43

         Section 1         Types of Retail Items                                  43
         Section 1.2       General Procedures for Selling Retail Items            43
         Section 2         Service Share (Offering Additional Business/Personal   44
                           Services/Products through Other Vendors)
         Section 2.1       Overview of Service Share                              44
         Section 2.2       Procedures for Taking Service Share Orders             44




PostNet/Table of Contents-Manuals               F-12                                   January 29, 2004
                                                              EXHIBIT G
                                                          TO FRANCHISE
                                                     OFFERING CIRCULAR



                 CONFIDENTIALITY AND NON-COMPETITION AGREEMENT




3621860v.7 Uniform Franchise Offering Circular                   January 29, 2004
             CONFIDENTIALITY AND NON-COMPETITION AGREEMENT


       This Agreement is entered into on _________________________, 200__ by and between
______________________________ (“Store Owner”) and _____________________________
(“Individual”).

                                          RECITALS

        A,      Store Owner and PostNet International Franchise Corporation (“PostNet”) are
parties to a Franchise Agreement dated _____________________ (“Franchise Agreement”).

         B.      Pursuant to the Franchise Agreement, Store Owner receives certain confidential
information from PostNet concerning the PostNet system, and has agreed to certain covenants
restricting in-term and post-term non-competition with PostNet.

       C.     Store Owner has represented to PostNet that, at PostNet’s request, Store Owner
will secure from certain persons associated with Store Owner confidentiality and non-
competition covenants similar to those provided by Store Owner to PostNet under the Franchise
Agreement.

       D.      Individual is among those persons from whom Store Owner has agreed to secure
confidentiality and non-competition covenants, and Individual, by virtue of his/her association
with Store Owner, is willing to execute an agreement providing such covenants.

        NOW THEREFORE, in consideration of his/her association with Store Owner and $1.00,
receipt of which is hereby acknowledged, Individual agrees that:

        1.     Individual shall not, during the term of his/her association with Store Owner or
thereafter, communicate, divulge, or use for the benefit of anyone else, any confidential
information, knowledge, or know-how concerning the methods of operation of either PostNet’s
or Store Owner’s business which may be communicated to Individual, or which Individual may
learn during his/her employment by Store Owner. Individual agrees that any PostNet or Store
Owner manuals, and any and all matters, information, knowledge, know-how, and techniques
which PostNet or Store Owner designates as confidential, shall be deemed confidential for
purposes of this Agreement.

        2.     Individual shall not, except as otherwise approved in writing by PostNet, either
directly or indirectly, for him/herself, or through, on behalf of, or in conjunction with, any
person, persons, or legal entity:

              a.      During the period that Individual is associated with Store Owner and
while the Franchise Agreement is in effect, (i) divert or attempt to divert any business or
customer of Store Owner’s PostNet Center to any competitor by inducement or otherwise, or do
or perform any other act injurious or prejudicial to the goodwill associated with PostNet’s
trademarks or either PostNet’s or Store Owner’s business; or (ii) own, maintain, advise, operate,



3621860 v7                                     1                                     January 29, 2004
engage in, be employed by, make loans to, have any interest in or relationship or association
with, a business which offers the same or similar products or services as those offered by
PostNet Centers.

               b.      For a continuous, uninterrupted one year period commencing upon the
earlier of the date that (i) Individual’s association with Store Owner terminates or (ii) Store
Owner’s post-term non-competition covenant under its Franchise Agreement with PostNet
terminates, either directly or indirectly, for him/herself, or through, on behalf of, or in
conjunction with any person, persons, or legal entity (including legal entities which own, are
owned by, or are under common ownership with Store Owner), own, maintain, advise, operate,
engage in, lease to, be employed by, make loans to, or have any interest in or relationship or
association with a business which offers the same or similar products or services as those offered
by PostNet Centers, and which are located in or within a ten mile radius of the Protected
Territory granted to Store Owner under its Franchise Agreement with PostNet.

This Section 2 shall not apply to the ownership by Individual of less than five percent of the
outstanding equity securities of any company registered under the Securities Act of 1933 or the
Securities Exchange Act of 1934.

        3.     Individual’s obligations set forth in Section 2 of this Agreement shall be subject
to the following provisions:

                a.     If all or any portion of Section 2 is held unreasonable or unenforceable by
a court or agency having valid jurisdiction in an unappealed final decision to which PostNet is a
party, Individual shall be bound by any lesser covenant subsumed within the terms of such
covenant that imposes the maximum duty permitted by law, as if the resulting covenant were
separately stated in and made a part of this Agreement.

                b.      PostNet shall have the right, in its sole discretion, to reduce the scope of
any covenant or any portion thereof set forth in Section 2 hereof, without Individual’s consent,
effective immediately upon receipt by Individual of written notice thereof; and Individual agrees
that it shall comply forthwith with any covenant as so modified.

               c.      The existence of any claims which Individual may have against PostNet or
Store Owner shall not constitute a defense to the enforcement by PostNet or Store Owner of the
provisions of this Agreement.

        4.     Individual understands and acknowledges that any failure to comply with the
requirements of this Agreement will result in irreparable injury to PostNet and/or Store Owner
for which no adequate remedy at law may be available, and Individual consents to the issuance
of, and agrees to pay, all court costs and reasonable attorneys’ fees incurred by PostNet and/or
Store Owner in obtaining, without the posting of any bond, an ex parte or other order for
injunctive or other legal and/or equitable relief with respect to the requirements of this
Agreement.




3621860 v7                                       2                                      January 29, 2004
       5.      Individual understands and agrees that PostNet is a third party beneficiary to this
Agreement, and will have a separate and independent right to enforce this Agreement against
Individual, regardless of whether Store Owner joins in any such action.

         IN WITNESS WHEREOF, this Agreement has been signed on _______________,
200__.



                                                    ___________________________________
                                                    Individual



                                                    ____________________________________
                                                    Store Owner




3621860 v7                                      3                                     January 29, 2004
                                                                                            EXHIBIT H
                                                                                        TO FRANCHISE
                                                                                   OFFERING CIRCULAR


                                     MUSIC SERVICE AGREEMENT


This Music Service Agreement (“MSA”) is made as of this __ day of _________, 200_ (“Effective Date”) by and
between _______________________________________________ (“Subscriber”) and Muzak LLC, acting as agent
for the Servicing Music Vendors (“Vendor”).

                                                   RECITALS

PostNet International Franchise Corporation (“PostNet”) and Vendor entered into that certain Master Agreement,
dated ____________, 2004 (“Agreement”) whereby Vendor agreed to provide Muzak subscription music
programming services (“Music Service”) and install leased and/or purchased equipment at commercial
establishments (“Stores”) owned, leased and/or franchised by PostNet in consideration for payment of certain one-
time installation and/or purchase fees and recurring monthly charges and performance of other obligations by
Subscriber.

Subscriber desires to purchase Music Service from Vendor, and Vendor desires to provide Music Service under the
terms and conditions of this MSA and Exhibit “C” of the Agreement (“Exhibit “C”).

          NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises contained herein,
the parties agree as follows:

                                                 AGREEMENT

1. Music Service and Equipment. Subject to the terms and conditions of Exhibit “C” and this MSA and in
consideration for the payment by Subscriber of the fees set forth below in Section 2, Vendor shall provide to each
Store identified on Attachment 1 hereto, (i) Music Service and (ii) the following leased equipment: one (1)
Encompass Receiver or one (1) on-premises playback unit, as applicable. Subscriber acknowledges that the Music
Service will be identical to that provided to all other PostNet franchisees.

2. Fees. In consideration for the Music Service and leased equipment hereunder provided by Vendor, and in
addition to the fees and charges referenced in Exhibit “C,” Subscriber shall pay the following recurring monthly
charge per Store in the manner described in Exhibit “C”: $38.00.

3. Term. This MSA shall remain in effect with respect to any given Store for a period of sixty (60) months from the
date of leased equipment installation of such Store and shall be automatically renewed for subsequent twelve (12)
month periods. With respect to any given Store, either party hereto may cancel the automatic renewal provisions of
this Section 3 by delivering written notice of non-renewal to the other party at least ninety (90) days prior to
expiration of the then current term with respect to such Store.

4. Subscriber Obligations. Subscriber agrees to comply with all of the “Music Service Terms and Conditions” set
forth in Exhibit “C” and agrees that all such terms shall apply with respect to Subscriber with the same force and
effect as they would apply had Subscriber been an original signatory to the Agreement. Subscriber hereby
represents that it has received a copy of Exhibit “C” prior to its execution of the MSA.

5. Entire Agreement. This MSA consists of the terms and conditions herein set forth, including any exhibits or
attachments hereto, and the terms and conditions of Exhibit “C,” which are hereby incorporated by this reference.
Except for modifications to the list of Stores in Attachment 1 hereto, which modifications may be made by Vendor




3621860 v7                                             H-1                                           January 29, 2004
from time to time consistent with this MSA, no modification of this MSA shall be valid unless made in writing and
signed by both parties.

SUBSCRIBER:                                                 VENDOR:

_______________________________________                     Muzak LLC, on behalf of the Servicing
                                                            Music Vendors

BY:      _________________________________                  BY:______________________________________

Name: _________________________________                     Name:____________________________________

Title:   _________________________________                  Title:_____________________________________

Address: ________________________________                   Address: _________________________________

         _________________________________                           __________________________________




3621860 v7                                            H-2                                           January 29, 2004
                             MUSIC SERVICE TERMS AND CONDITIONS

The following terms and conditions shall apply to and be incorporated into: (i) any Work Order submitted by
PostNet and (ii) any MSA between Vendor and a Franchisee for the supply of Music Service to any Store. For
purposes of this Exhibit “C,” the term “Subscriber” refers to either of PostNet or any Franchisee who has entered
into a Work Order or MSA, as the case may be, with Vendor for delivery of the Music Service.

    1.        Music Service and Term. The Music Service shall consist of MUZAK subscription music
    programming via satellite or on-premises playback equipment. The term for the Music Service with respect to
    any Store shall be sixty (60) months from the date of installation of the leased equipment and shall be
    automatically renewed for subsequent twelve (12) month periods. With respect to any given Store, either party
    may cancel the automatic renewal provisions by delivering written notice of non-renewal to the other party at
    least ninety (90) days prior to expiration of the then current Music Service term with respect to such Store.

    2.        Equipment Installation. Subscriber hereby grants to Vendor the right to install all necessary equipment
    for receiving the Music Service, including but not limited to an exterior antenna or a satellite receiver dish.
    Subscriber shall be solely responsible for obtaining and paying for any governmental or third party approvals
    required for the installation of such equipment, and, upon request, shall provide Vendor with written evidence
    that required approvals have been obtained. Subscriber shall also be responsible for the cost of compliance with
    any building code or other governmental requirements in connection with the installation of such equipment. If
    the Music Service is to be delivered via direct satellite broadcast and any approvals required for direct broadcast
    satellite delivery of the Music Service cannot be obtained, Vendor nonetheless shall provide the Music Service
    via on-premise playback systems.

    Leased Equipment shall be maintained by Vendor at no additional cost to a Subscriber; provided, however, that
    such maintenance shall be limited to labor and repairs required by ordinary and proper use of such equipment.
    Subscriber shall provide Vendor with reasonable access to the Stores during normal business hours for purposes
    of performing required maintenance. If the Music Service is no longer provided to a Store, Subscriber shall
    provide Vendor with reasonable access to such Store for purposes of removing any leased equipment. Upon the
    removal of any leased equipment, Vendor shall not be required to repair, replace or otherwise reestablish the
    premises to their original condition.

    3.       Payment. With respect to each Store, Subscriber shall pay the fees specified in the applicable Work
    Order or MSA. One-time charges shall be due and payable on a "Net 10 Days" basis. Recurring charges shall
    be payable monthly in advance and shall be due on the first day of the calendar month to which the charges
    relate. Additionally, Subscriber shall pay to Vendor the incremental cost of any increase in copyright fees
    charged by ASCAP, BMI or other similar entities beyond what is charged as of the date hereof and any sales,
    use, excise, or other taxes or governmental charges (except income taxes) arising from a Work Order or MSA.
    Late payments shall be subject to an interest charge at the maximum rate permitted by law. In addition to any
    increases in copyright fees, annually during the term of a Work Order or MSA Vendor may increase the
    recurring charges on thirty (30) days prior written notice to Subscriber by a percentage increase equal to the
    percentage increase in the Consumer Price Index, All Urban Consumers, during the preceding year. Price
    quotes for any purchased equipment are subject to change on ninety (90) days prior written notice. Shipment of
    recorded media for on-premises Music Service is F.O.B. shipping point.

    4.       Use of Music Service. Subscriber agrees that without the prior written consent of Vendor the Music
    Service shall not be (i) performed in conjunction with commercial announcements for which Subscriber or any
    other person receives consideration of any kind or (ii) copied, recorded, dubbed or supplemented. Subscriber
    further agrees that the Music Service shall not be amplified, transmitted or retransmitted so as to be audible
    outside any Store.

    5.        Failure or Interruption of Music Service. Vendor shall not be liable for any failure to perform its
    obligations hereunder due to Acts of God, strikes, emergencies, mechanical failure, regulatory or other
    governmental action, action or inaction by Subscriber, its licensees, contractors, employees, agents or invitees, a
    breach of this Agreement by Subscriber or any other cause beyond Vendor's control. For any failure or
    interruption of the Music Service which is not excused under the preceding sentence, which exceeds 24


3621860 v7                                              H-3                                             January 29, 2004
    consecutive hours in duration, and of which Vendor receives written notice within 48 hours of such failure or
    interruption, Vendor shall credit Subscriber's account with respect to the affected Store by an amount equal to
    one-thirtieth of the recurring monthly charge for the Services for each 24-hour period during which the failure
    or interruption continues. Said credit shall be the sole and exclusive remedy of Subscriber with respect to any
    interruption or failure of the Services. Vendor shall not be liable for any incidental or consequential damages
    whatsoever.

    6.        Additions and Deletions. In the event Subscriber wishes to add a Store it shall give Vendor 45 days'
    prior written notice of such addition. Within 10 days of Vendor's receipt of such notice it shall advise
    Subscriber in writing if it accepts the addition. If the addition is accepted Vendor shall promptly install any
    equipment to be provided by Vendor and commence providing the Services at the added Store. In the event
    Subscriber wishes to delete a Store, it shall give Vendor 45 days' prior written notice of the deletion. Vendor
    shall promptly remove from the deleted Store any Leased Equipment. Subscriber's payment obligations with
    respect to such deleted Store shall not cease. Vendor may update Attachment 1 from time to time to reflect the
    current list of Stores receiving Music Service.

    7.       Servicing Music Vendor. Subscriber acknowledges and agrees that all services to be provided by
    Vendor hereunder shall be provided by the Servicing Music Vendor responsible for a particular Store.
    Subscriber further acknowledges that Vendor is entering into and executing each MSA or Work Order, as the
    case may be, on behalf of and as agent for each such Servicing Music Vendor; that it is the express intent of
    both parties hereto to establish privity of contract between Subscriber and each such Servicing Music Vendor
    with respect to each Store served by each such Servicing Music Vendor and that the Xerographic copies of a
    MSA or Work Order provided to each such Servicing Music Vendor for each such Store shall be deemed for all
    purposes a counterpart original of such MSA or Work Order.

    8.       Preexisting Contract. In the event a Servicing Music Vendor has a preexisting contract for a Store,
    then at the option of such Servicing Music Vendor such contract shall remain in full force and effect until it
    expires (without giving effect to any automatic renewal clause), but upon such expiration the signed MSA or
    Work Order, as the case may be, between Subscriber and Vendor shall immediately take effect.

    9.       Notices. All notices to be sent by a Subscriber or Vendor shall be in writing and shall be sent by a
    nationally recognized overnight delivery service or certified mail postage prepaid to the respective addresses set
    forth beneath their signatures on the MSA.

    10. Default. An MSA or Work Order, as the case may be, may be terminated by either of Subscriber or Vendor,
    upon written notice, in the event the other party:

         (i)     fails to fulfill or comply with any material term or condition of the MSA or Work Order, as the
                 case may be, after having received written notice describing, with particularity, the alleged default,
                 and thereafter fails to commence the cure of such alleged default, or provide a good faith written
                 notice of contest with regard to such alleged default, within thirty (30) days after receipt of such
                 written notice; or

         (ii)    becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary
                 petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets,
                 becomes subject to any proceedings under bankruptcy or insolvency law, or has wound-up or
                 liquidated its business voluntarily or otherwise.

    In the event Subscriber fails to fulfill or comply with any material term or condition of the MSA or Work Order
    after having received written notice describing, with particularity, the alleged default and thereafter fails to
    commence the cure of such alleged default, or provide a good faith written notice of contest with regard to such
    alleged default, within thirty (30) days after receipt of such written notice, Vendor shall be entitled to pursue
    any and all remedies including, but not be limited to, the right to enter any Store, discontinue the Services, and
    remove leased equipment.




3621860 v7                                              H-4                                             January 29, 2004
    The prevailing party in any dispute or legal proceeding related to a Work Order or MSA shall be entitled to an
    award of its reasonable costs and attorneys’ fees from the non-prevailing party.

    THE RIGHTS AND REMEDIES SET FORTH IN THIS AGREEMENT SHALL BE EXCLUSIVE, AND
    NEITHER SUBSCRIBER NOR VENDOR (WHICH SHALL INCLUDE THE SERVICING MUSIC
    SUPPLIERS) SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, EXEMPLARY,
    CONSEQUENTIAL OR INCIDENTAL DAMAGES EVEN IF INFORMED OF THE POSSIBILITY OF
    SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, ANY TERMINATION SHALL NOT
    AFFECT THE RIGHT OF A PARTY TO RECEIVE OR RECOVER ANY PAYMENTS WHICH HAD
    PREVIOUSLY ACCRUED UNDER THE TERMS OF THIS AGREEMENT, PRIOR TO SUCH
    TERMINATION, OR UNDER THE TERMS OF ANY INVOICE OR OTHER INSTRUMENT.

    11. Applicable Law. In the event of a dispute between Vendor and Subscriber affecting a Store or Stores
    located in a single state, the MSA or Work Order, as the case may be, shall be governed by and construed in
    accordance with the laws of such state where such Store(s) are located. In the event of a dispute between
    Vendor and Subscriber affecting Stores located in more than one State, the MSA or Work Order, as the case
    may be, shall be governed by and construed in accordance with the laws of the state of Delaware.




3621860 v7                                            H-5                                           January 29, 2004
                                                                                   EXHIBIT I
                                                                               TO FRANCHISE
                                                                          OFFERING CIRCULAR


                                      LIST OF STATE ADMINISTRATORS


         We intend to register this offering circular as a “franchise” in some or all of the following
states, in accordance with the applicable state law. If and when we pursue franchise registration
(or otherwise comply with the franchise investment laws) in these states, the following are the
state administrators responsible for the review, registration, and oversight of franchises in that
state:

 CALIFORNIA                                            MARYLAND

 Commissioner of Corporations                          Office of the Attorney General
 Department of Corporations                            Securities Division
 320 West Fourth Street, Suite 750                     200 St. Paul Place
 Los Angeles, California 90013                         Baltimore, Maryland 21202-2020
 (213) 576-7500                                        (410) 576-6360
 Toll Free: (866) 276-2677
 HAWAII                                                MICHIGAN

 Commissioner of Securities                            Consumer Protection Division
 Department of Commerce                                Franchise Section
  and Consumer Affairs                                 Attn: Katharyn Barron
 335 Merchant Street                                   670 G. Mennens Williams Building
 Honolulu, Hawaii 96813                                525 West Lansing
 (808) 548-2021                                        Lansing, Michigan 48913
                                                       (517) 373-7117


 ILLINOIS                                              MINNESOTA

 Robert Tingler, Esq.                                  Commissioner of Commerce
 Chief, Franchise Division                             Department of Commerce
 500 South Second Street                               85 7th Street, Suite 500
 Springfield, Illinois 62706                           St. Paul, Minnesota 55101
 (217) 782-4465                                        (612) 296-6328




3621860v.7 Uniform Franchise Offering Circular   I-1                                      January 29, 2004
 INDIANA                                               NEW YORK

 Indiana Secretary of State                            Bureau of Investor Protection and
 Franchise Section                                       Securities
 302 West Washington, Room E-111                       New York State Department of Law
 Indianapolis, Indiana 46204                           23rd Floor
 (317) 232-6681                                        120 Broadway
                                                       New York, New York 10271
                                                       (212) 416-8211

 NORTH DAKOTA                                          VIRGINIA

 Securities Department                                 Director, Securities and
 State Capitol                                          Retail Franchising Division
 Bismarck, North Dakota 58505                          State Corporation Commission
 (701) 328-4712                                        1300 East Main Street
                                                       Richmond, Virginia 23219
                                                       (804) 371-9051
 RHODE ISLAND                                          WASHINGTON

 Department of Business Regulation                     Department of Financial Institutions
 Suite 232                                             Securities Division - 3rd Floor
 233 Richmond Street                                   150 Israel Rd., SW
 Providence, Rhode Island 02903-4232                   Tumwater, Washington 98501
 (401) 222-3048                                        (360) 902-8760

 SOUTH DAKOTA                                          WISCONSIN

 Director of Division of Securities                    Office of the Commissioner of Securities
 445 E. Capitol                                        Fourth Floor
 Pierre, South Dakota 57501                            345 West Washington
 (605) 773-4013                                        Madison, Wisconsin 53703
                                                       (608) 264-7861




3621860v.7 Uniform Franchise Offering Circular   I-2                                      January 29, 2004
                                                                                    EXHIBIT J
                                                                                TO FRANCHISE
                                                                           OFFERING CIRCULAR


                                     AGENTS FOR SERVICE OF PROCESS


         We intend to register this offering circular as a “franchise” in some or all of the following
states, in accordance with the applicable state law. If and when we pursue franchise registration
(or otherwise comply with the franchise investment laws) in these states, we will designate the
following state offices or officials as our agents for service of process in those states:

 CALIFORNIA                                            MARYLAND

 Commissioner of Corporations                          Maryland Securities Commissioner
 Department of Corporations                            200 St. Paul Place
 320 West Fourth Street, Suite 750                     Baltimore, Maryland 21202-2020
 Los Angeles, California 90013                         (410) 576-6360
 (213) 576-7500
 Toll Free: (866) 276-2677
 HAWAII                                                MICHIGAN

 Director of Department of Commerce                    Michigan Department of Commerce,
  and Consumer Affairs                                  Corporations and Securities Bureau
 335 Merchant Street                                   6546 Mercantile Way
 Honolulu, Hawaii 96813                                P.O. Box 30222
 (808) 548-2021                                        Lansing, Michigan 48910
                                                       (517) 373-7117
 ILLINOIS                                              MINNESOTA

 Illinois Attorney General                             Commissioner of Commerce
 500 South Second Street                               Department of Commerce
 Springfield, Illinois 62706                           85 7th Street, Suite 500
 (217) 782-4465                                        St. Paul, Minnesota 55101
                                                       (612) 296-6328
 INDIANA                                               NEW YORK

 Indiana Secretary of State                            Secretary of State of the State of New York
 201 State House                                       41 State Street
 200 West Washington Street                            Albany, New York 12231
 Indianapolis, Indiana 46204
 (317) 232-6681



3621860v.7 Uniform Franchise Offering Circular   J-1                                      January 29, 2004
 NORTH DAKOTA                                          VIRGINIA

 Securities Commissioner                               Clerk of the State Corporation Commission
 State Capitol                                         1300 East Main Street
 Bismarck, North Dakota 58505                          Richmond, Virginia 23219
 (701) 328-4712                                        (804) 371-9051

 RHODE ISLAND                                          WASHINGTON

 Director of Department of Business                    Director of Department of Financial
  Regulation                                            Institutions
 Suite 232                                             Securities Division - 3rd Floor
 233 Richmond Street                                   150 Israel Rd., SW
 Providence, Rhode Island 02903-4232                   Tumwater, Washington 98501
 (401) 222-3048                                        (360) 902-8760

 SOUTH DAKOTA                                          WISCONSIN

 Director of Division of Securities                    Commissioner of Securities
 445 E. Capitol                                        Fourth Floor
 Pierre, South Dakota 57501                            345 West Washington
 (605) 773-4013                                        Madison, Wisconsin 53703
                                                       (608) 264-7861




3621860v.7 Uniform Franchise Offering Circular   J-2                                     January 29, 2004
                                                                                     EXHIBIT K
                                                                                 TO FRANCHISE
                                                                            OFFERING CIRCULAR


                                       FRANNET FRANCHISE BROKERS


ALABAMA
Bob Windelspecht               One Chase Corporate Drive       1/01 – present
                               Suite 490                       President, Windelspecht Associates, LLC
                               Birmingham, AL 35244            7/96 – 12/00
                               (205) 982-8717                  EXP, Amsouth Bank
ARKANSAS
Michael Steely                 8504 Leawood Boulevard          06/03 - present
                               Little Rock, AR 72205           Advisor, FranNet AR
                               (501) 603-9223                  11/96 - 01/03
                                                               Development Manager, Alltel Info Services
ARIZONA

Kent Craven                    7047 E. Greenway Pkwy           11/99 – present
                               Suite 250                       Consultant, Franchise Resource, Phoenix, AZ
                               Scottsdale, AZ 85254            01/91 – 11/99
                               (602) 224-9333                  Owner, Personal Finance Company
CALIFORNIA
Soo Kong Lim                   14829 Rossmoyne Drive           7/03 - present
                               San Jose, CA 95124              President, FranNet Asia Pacific
                               (408) 828-9784                  4/01 - 6/03
                                                               Consultant, Eskay International
                                                               5/77 - 1/01
                                                               CEO, Euro RSCG Partnership (M) Sdn. Bnd.
Kim Berry                      1475 S. Bascom Avenue, #203     06/03 - present
                               Campbell, CA 95008              Sub-Office, FranNet of the Bay Area
                               (408) 377-3085                  01/01 - present
                                                               Business Manager, TS/Civil Engineering, Inc.
                                                               3/99 - 1/01
                                                               V.P. Operations, Entermedia Network Co., Inc.
Tamara Kerim                   9258 Madison Avenue             02/03 - present
                               Orangevale, CA 95662            President, FranSet International
                               (916) 987-9698                  08/72 - 01/03
                                                               President, Interorg, Inc.
Daniel Ajzen                   5436 Harvest Run Dr.            7/93 – present
                               San Diego, CA 92130             President, Franchise Network Intl. San Diego,
                               (619) 422-4401                  CA
Howard Bassuk                  2385 Camino Vida Roble          08/87 – present
                               Suite 114                       President, Franchise Network/Hohassco, Inc.,
                               Carlsbad, CA 92009              Carlsbad, CA
                               (760) 448-2400 ext. 205




3621860v.7 Uniform Franchise Offering Circular                                             January 29, 2004
                                                         K-1
Gordon Dupries                 35 Mitchell Blvd., Suite 6A      01/90 – present
                               San Rafael, CA 94903             Owner, Franchise Network of San Francisco
                               (415) 491-4452
Richard F. Eggleton            6 Venture, Suite 225             5/00 – present
                               Irvine, CA 92618                 President, BizSeller, Inc. Irvine, CA
                               (949) 788-7777                   01/91 – present
                                                                President, FranNet – Southern California, Irvine,
                                                                CA
                                                                12/90 – 03/91
                                                                President/CEO – Edelstein Associates
                                                                Advertising, Inc., Seattle, WA
Blair Nicol                    2385 Camino Vida Roble           11/98 – present
                               Suite 114                        Associate, FranNet of San Diego, San Diego, CA
                               Carlsbad, CA 92009               08/86 – 10/96
                               (760) 448-2400 ext. 207          Sales Manager, Mail Boxes, Etc., San Diego, CA
                                                                Area Franchise Developer, Mail Boxes, Etc.,
                                                                San Diego, CA
                                                                Franchisee, Mail Boxes, Etc., San Diego, CA
Vic Scimo                      2385 Camino Vida Roble           04/01 – present
                               Suite 114                        Associate, FranNet of Riverside/San Bernardino,
                               Carlsbad, CA 92009               Vista, CA
                               (760) 448-2400                   06/98 – present
                                                                Owner, ViLynn Enterprises, LLC, San Diego,
                                                                CA
                                                                02/94 – 06/98
                                                                Director of Sales, Granton Marketing, Riverside,
                                                                CA
Joan Anderson                  2155 S. Bascom Avenue            1/01 – present
Young                          Suite 100                        Owner, FranNet of Bay Area
                               Campbell, CA 95008               10/90 – 12/00
                               (408) 377-3085                   President, FranNet of the Bay Area, Inc.
COLORADO
Cheri L. Carroll               P.O. Box 666                     1/98 – present
                               Antonito, Colorado 81120         FranDevelop Consulting, San Diego, CA
                               (719) 376-2427                   06/95-12/97
                                                                President, FranNet, San Diego, CA
M. Stacy Swift                 6888 South Clinton Street        06/96 – present
                               Suite 207                        President, FranNet of Colorado
                               Greenwood Village, CO 80112      09/95 – 04/96
                               (303) 715-0397                   Owner, Wahoo, Inc. dba Fantastic Sam’s,
                                                                Denver, CO
                                                                4/89 – 9/95
                                                                Owner, Suzy-Q Deli, Denver, CO
FLORIDA
Cliff Fostoff                  2500 Quantum Lakes Drive, #203   08/03 - present
                               Boynton Beach, FL 33426          President, FranNet of South Florida
                               (561) 853-2100                   01/00 - present
                                                                President, IC Business Center
                                                                5/75 - 12/99
                                                                Vice President Operations, Lowemens, Inc.



3621860v.7 Uniform Franchise Offering Circular        K-2                                    January 29, 2004
Tom Lawrence                   122 Coffee Pot Riviera           09/03 - Present
                               St Petersburg, FL 33704          President, FranNet of Greater
                               (727) 824-7028                   Richmond
                                                                01/92 – 01/03 Vice President,
                                                                Valpak Direct
Marshall A. Reddy              4 Sawgrass Village Drive         12/93 – present
                               Suite 110                        President, Franchising Network, Inc.,
                               Ponte Verde Beach, FL 32082      Jacksonville, FL
                               (904) 280-1949
Warren Smith                   30 Deerpath Court                8/01 – present
                               Oldsmar, FL 34677                Franchise Consultant, FranNet of Orlando
                               (727) 773-1868                   4/00 – 7/01
                                                                COO, Vision Concepts, Inc. Clearwater, FL
                                                                8/98 - 4/00
                                                                CEO, Optical Dynamics, Louisville, KY
                                                                9/89 – 5/96
                                                                President, Essilor, St. Petersburg, FL
Richard Shampaine              12201 Marblehead Drive           05/00 – present
                               Tampa, FL 33626                  President, FranNet of Central Florida
                               (813) 814-2900                   11/95 – 12/99
                                                                Franchise Dev., Cruise Holidays Int.
GEORGIA
Chandra Loganathan             3208 Claybrook Drive             06/03 - present
                               Marietta, GA 30066               Independent Consultant, FranNet
                               (678) 521-3087                   02/02 - 05/03
                                                                Independent Consultant, self-employed
                                                                06/99 - 02/02
                                                                KPMG, LLP
                                                                10/97 - 02/99
                                                                Senior Consultant, Oracle Corporation
Ray Margiano                   1730 Cumberland Point Drive #5   12/94 - present
                               Marietta, GA 30067               CEO, Franchise Network International
                               (770) 612-0706
Joseph Hubbard                 611 Belmont Crest Dr.            4/91 – present
                               Marietta, GA 30067               President, Atlantic Graphics, Inc., Atlanta, GA
                               (770) 331-2849
Phil Kuban                     4880 Lower Roswell Road,         6/87 – present
                               Suite 40-320                     President, FranMax LLC, Atlanta, Georgia
                               Marietta, GA 30068
                               (770) 973-0221
Leslie Kuban                   4880 Lower Roswell Road,         01/00 – present
                               Suite 40-320                     Associate, FranNet – Atlanta, GA
                               Marietta, GA 30068               08/97 – 12/99
                               (770) 579-3726                   Operations Consultant, Mail Boxes Etc., Atlanta,
                                                                GA
                                                                05/96 – 04/97
                                                                Franchise Operating Partner, Mail Boxes Etc.,
                                                                Atlanta, GA




3621860v.7 Uniform Franchise Offering Circular        K-3                                     January 29, 2004
ILLINOIS
FranNet of Chicago             8657 Golfview Drive           09/95 – present
and its President,             Orland Park, IL 60462         President, FranNet of Chicago
Gerald P. Moriarty             (708) 460-2479                12/94 – 09/95
                                                             Quality Consultant, Self-employed
                                                             06/92 – 12/94
                                                             Vice President, Quality, PNC Mortgage
                                                             Corporation, Vernon Hills, Illinois
PGM Enterprises and            4547 Kings Way North          03/97 – present
its President,                 Gurnee, IL 60031              President, PGM Enterprises
Patrick Moriarty               (847) 219-3144                04/99 – present
                                                             Account Manager, Novell, Inc.
                                                             03/95 – 03/97
                                                             Deployment Coordinator, Nabisco, Inc.
JJW, Inc.                      828 North Evergreen Avenue    08/02 – present
and its Associate              Arlington Heights, IL 60004   Associate, JJW, Inc.
Jim Walz                       (847) 506-0928                02/00 – 12/01
                                                             Senior Director, Clark Retail
                                                             Enterprises, Inc., Oak Brook, IL
                                                             06/76 – 12/00
                                                             Senior Director, White Hen Pantry,
                                                             Inc., Elmhurst, IL
INDIANA
Merri Cronk                    5381 East 82nd Street         07/02 – present
                               Indianapolis, Indiana 46250   Franchise Consultant, FranNet of MidAmerica
                               (317) 849-4052                05/98 – 06/02
                                                             Account Executive, Shumsky Promotional
                                                             Agency/Treadway Racing
                                                             04/96 – 04/98
                                                             Account Manager, Whitson & Co
Scott Cronk                    5381 East 82nd Street         1988 – present
                               Indianapolis, Indiana 46250   Franchise Consultant, FranNet of MidAmerica
                               (317) 849-4052
B. Joe Lamble                  2601 Fortune Circle Drive,    01/93 – present
                               Suite 205B                    CEO, Entrepreneurial Services, Inc. dba FranNet
                               Indianapolis, IN 46241        Mid-America
                               (317) 241-7720
KENTUCKY
Thom Crimans                   455 South Fourth Avenue       10/94 – present
                               Suite 505                     President, FranNet MidAmerica
                               Louisville, KY 40202          03/94 – present
                               (502) 561-0620                Owner, LedgerPlus Regional Owner
                                                             04/79 – 02/94
                                                             Human Resource Manager, Olin Corporation
MARYLAND
Tom Thompson                   3810 Echodale Avenue          12/94 – present
                               Baltimore, MD 21206           President, Keystone Management Group, dba
                               (410) 576-8911                FranNet




3621860v.7 Uniform Franchise Offering Circular         K-4                                January 29, 2004
MASSACHUSETTS
Jack Keilt                     8 Moorland Road, Suite 4          10/96 – present
                               Gloucester, MA 01930              President, FranNet New England, Inc.
                               (978) 281-9655                    02/96 – 09/96
                                                                 Huntington Learning Center
                                                                 12/94 – 01/96
                                                                 President, Western Biotech, Inc., Phoenix, AZ
MICHIGAN
Mark Cory                      638 Westchester                   1/02 – present
                               Grosse Pointe Park, MI 48230      President, Stellar, Management, Inc.
                               (313) 821-5060                    1/82 – 1/02
                                                                 Senior Vice President, Olympia Entertainment,
                                                                 Inc., Detroit, MI
MISSOURI
Tom Buckley                    221 W. Lexington, Suite 200       11/01 - present
                               Independence, MO 64050            President, Buckley & Buckley, Inc.
                               (816)836-8887                     Independence, MO
                                                                 8/86 – 10/01
                                                                 President, Dr. Vinyl & Associates, LTD, Lee’s
                                                                 Summit, MO
Ken Coleman                    321 Westport Plaza Dr. Ste. 210   8/01 – present
                               St. Louis, MO 63146               President, Franchise Systems, Inc. St. Louis, MO
                               (314) 878-1625                    1/92 – 7/01
                                                                 District Manager, Medicine Shoppe, Intl., St.
                                                                 Louis, MO
MINNESOTA
Chris Bostrom                  FranNet of Minnesota              03/98 – present
                               5775 Wayzata Blvd., Suite 700     President, Plymouth Valley, Inc. dba FranNet of
                               Minneapolis, MN 55416             Minnesota
                               (952) 525-2291                    3/89 – present
                                                                 President, Plymouth Ridge, Inc., Bloomington,
                                                                 MN
NEW HAMPSHIRE
Mike Salach                    130 Main Street, Suite 206B       5/01 – present
                               Salem, NH 03079                   President, BT & MJ Enterprises, Inc.,
                               (603) 890-9098                    Salem, NH
                                                                 2/00 – 5/01
                                                                 President, CEO, HexezCorp., Portsmouth, NH
                                                                 6/81 – 12/99
                                                                 Vice President of Operations, Schneider
                                                                 Automation, N. Andover, MA
NEW JERSEY
Jack Armstrong                 812 North Wood Avenue             01/94 – present
                               Linden, NJ 07036                  President, JPA Enterprises dba Franchise
                               (908) 925-2227                    Network of New Jersey
                                                                 05/92 – 02/94
                                                                 President, Scan Global, Inc.




3621860v.7 Uniform Franchise Offering Circular        K-5                                     January 29, 2004
Peter Birnbaum                 812 Northwood Ave., Suite 203      11/01 – present
                               Linden, NJ 07036                   Consultant, FranNet of New Jersey
                               (908) 925-2725                     8/99 – 11/01
                                                                  Director of Marketing, New York Life
                                                                  Parsippany, NJ
                                                                  6/97 – 6/99
                                                                  Director of Marketing, Price Waterhouse
                                                                  New York, NY
Charlie Mizejewski             812 Northwood Ave., Suite 203      6/00 – present
                               Linden, NJ 07036                   Consultant, FranNet of New Jersey
                               (908) 925-2725                     8/99 – 5/00
                                                                  Controller, Howmedica-Osteonics Corp.
                                                                  8/97 – 7/99
                                                                  Vice President of Finance, Datascope Corp.
NEW YORK
Keld Alstrup                   Alstrup Associates International   02/97 – present
                               DBA FranNet of New York/CT         FranNet President, NY/CT
                               8 Pepperidge Road                  11/70 – 11/97
                               Tuxedo Park, NY 10987              Vice President, Volvo Cars of North America
                               (845) 351-5834
Jerry Beagelman                FranNet of Long Island             97 – present
                               350 Jericho Turnpike, Suite 105    Manager, FranNet of Long Island
                               Jericho, NY
                               (516) 937-2881
Maddie Beagelman               FranNet of Long Island             97 – Present
                               350 Jericho Turnpike, Suite 105    Manager, FranNet of Long Island
                               Jericho, NY
                               (516) 937-2881
NORTH CAROLINA
Michael R. Hall  FranNet Carolina                                 1994 – present
                 4525 Hedgemore Drive                             Owner, Franchise Resource Group, Ltd.
                 Suite K                                          Charlotte, North Carolina
                 Charlotte, NC 28209
                 (704) 522-9394
OHIO
Barney Greenbaum 145 N. Reynoldsburg-New Albany                   03/00 – present
                 Road                                             President, FranNet of Columbus
                 Blacklick, OH 43004                              05/75 – present
                 (614) 577-1895                                   President, Green Tree Enterprises, Inc
                                                                  06/99 – 12/99
                                                                  General Manager, Marnmor Candy Co.
Jerry Libava                   3659 S. Green Road, Suite 100      12/92 - present
                               Beachwood, OH 44122                President, International Franchise Development
                               (216) 831-2610




3621860v.7 Uniform Franchise Offering Circular         K-6                                     January 29, 2004
Joel Libava                    3659 S. Green Road, Suite 100     01/01 – present
                               Beachwood, OH 44122               Consultant, International Franchise Development
                               (216) 831-2610                    LLC, Cleveland, OH
                                                                 11/99 – 1/01
                                                                 Sales Manager, Norris Autoteam, Cleveland, OH
                                                                 12-95 – 12/98
                                                                 Sales Manger, Mentor Mitsubishi, Mentor, OH
Dick Munson                    8170 Corporate Park Drive         11/97 – present
                               Suite 141                         FranNet, Cincinnati
                               Cincinnati, OH 45242              11/62 – 9/96
                               (513) 469-2900                    General Manager, Goodyear Tire & Rubber
OREGON
Terry Rost                     5 Centerpointe Drive, Suite 100   12/95 – present
                               Lake Oswego, OR 97035             President, The Franchise Group, Inc., Portland,
                               (503) 639-2254                    OR
PENNSYLVANIA
Eric Hayman                    650 Sentry Parkway, Suite 1       11/91 – present
                               Blue Bell, PA 19422               Managing Partner, Franchise Consultants of
                               (610) 941-2195                    America Buxmont, Inc. Bluebell, PA
Steven Rosen                   650 Sentry Parkway, Suite 1       1990 – present
                               Blue Bell, PA 19422               President, Franchise Consultant of America
                               (610) 941-2195                    Buxmont, Inc.
RHODE ISLAND
Mark Roberts                   804 Wake Robin Road               1995 – present
                               Lincoln, RI 02905                 President, 1st Venture Partners
                               (401) 333-2726
TENNESSEE
Elmer Hill                     750 Old Hickory Boulevard         06/02 – present
                               Brentwood, TN 37027               Senior Partner, FranNet – Tennessee
                               (615) 371-6116                    05/02 – present
                                                                 Senior Partner, H & K Group, LLC
                                                                 05/00 – 05/02
                                                                 Senior Partner, H & K Group
                                                                 03/97 – 5/00
                                                                 The Aerostructures Corp.
Richard Kottler                750 Old Hickory Boulevard         08/02 - present
                               Brentwood, TN 37027               Senior Partner, FranNet – Tennessee
                               (615) 371-6116                    05/02 – present
                                                                 Senior Partner, H&K Group, LLC,
                                                                 Nashville, TN
                                                                 05/00 – 05/02
                                                                 Senior Partner, H&K Group,
                                                                 Nashville, TN
                                                                 06/68 – 01/00
                                                                 Executive V.P., The Aerostructures
                                                                 Corp., Nashville, TN




3621860v.7 Uniform Franchise Offering Circular        K-7                                      January 29, 2004
TEXAS
Adrienne Leigh                 2950 North Loop West          2003 - present
                               Houston, TX 77092             President, FranNet of Houston
                               (719) 586-8836                2001 - 2003
                                                             Consultant, FranNet, Drake Beam Morin
                                                             2000 - 2001
                                                             Not actively employed (stay-at-home Mom)
                                                             1988 - 1999
                                                             Managing Director, Adizes Institute
Richard Bielecki               4737 Shavano Oak, #100        05/03 - present
                               San Antonio, TX 78249         President, FranNet of S. Texas
                               (210) 493-8805                12/93 - 05/03
                                                             President, Trak Investment, LLC
Debbie Chiecchi                4737 Shavano Oak, #100        05/03 - present
                               San Antonio, TX 78249         Franchise Consultant
                               (210) 493-8805                12/00 - present
                                                             Franchise License Manager, FS S. Texas, Ltd
                                                             3/00 - 12/00
                                                             Sales Consultant, Kaufman & Broad
                                                             10/97 - 2/00
                                                             Corporate Banker, First National Bank
UTAH
Randy James                    1174 E. 2760 South, #4        04/02 – present
                               Salt Lake City, UT 84106      FranNet, Utah
                               (801) 487-7147                3/93-04/02
                                                             Territory Manager, Fortune 500 company
WISCONSIN
Walter Baranowski              13160 West Burleigh Road      08/02 – present
                               Brookfield, Wisconsin 53005   Strategic Advisor, FranNet of
                               (262) 790-1810                Southeastern Wisconsin
                                                             02/00 – 08/02
                                                             Regional Director, Coverall of
                                                             Wisconsin, Milwaukee, WI
                                                             09/98 – Franchise Director, Nationwide Floor
                                                             & Window Covering, Milwaukee, WI
                                                             02/87 – 09/98
                                                             Business Development Manager,
                                                             Ryder TRS, Milwaukee, WI
BRITISH COLUMBIA, CANADA
Lloyd Shears    Main Floor                                   9/93 – present
                1177 Hornby Street                           President, FranNet Vancouver, BC
                Vancouver, BC V6Z-2E9
                (604) 683-5671
ONTARIO, CANADA
Dave Broughton  100 Fullerton Street                         08/03 - present
                London, ON N6A 1K1                           Consultant, FranNet
                (888) 274-2125                               04/99 - 03/03
                                                             CFO, Comcare Health Services
                                                             6/79 - 03/03
                                                             CFO, Carquest



3621860v.7 Uniform Franchise Offering Circular        K-8                                 January 29, 2004
Gary Prenevost                 4145 North Service Road    07/02 – present
                               Burlington, ON L7L-6A3     Vice President, 2012575 Ontario Inc.
                               (905) 336-8943             11/91 – 06/02
                                                          Vice President, Canadian Training and
                                                          Development Group
John Prenevost                 3981 Promontory Drive      08/02 – present
                               Mississauga, ON L5L-3K6    Owner, 2012575 Ontario, Inc.
                               (905) 542-0224             12/98 – Present
                                                          Self-Employed as an Investor
                                                          1995 – 11/98
                                                          President, Plant Maintenance Group
Rob Sproule                    6 Antares Dr.              11/97 – present
                               Phase II, Unit 11          President, FranNet of Eastern Ontario
                               Ottawa, ON K2E-8A9         1/95 – present
                               (613) 228-8730             President, R.I. Sproule, Nepean, ON




3621860v.7 Uniform Franchise Offering Circular      K-9                               January 29, 2004
                                                                              EXHIBIT L
                                                                          TO FRANCHISE
                                                                     OFFERING CIRCULAR

                                    FRANCHOICE FRANCHISE BROKERS

Jacalynn A. Adams

Since September 2002, Ms. Adams has been an Independent Franchise Consultant for J.A.
Adams & Associates, Inc. dba FranChoice. Ms. Adams is located at 6259 Braidwood Way,
Acworth, Georgia. From September 2000 to September 2002, Ms. Adams was Director of
Franchise Operations for Regus Business Centers in Atlanta, Georgia. From April 1986 to
September 2000 she was Director of Global Franchise Operations for Athlete’s Foot in
Kennesaw, Georgia.

Barry L. Auchenbach

Since November 2002, Mr. Auchenbach has been an Independent Franchise Consultant for
Auchenbach Associates, LLC., dba FranChoice. Mr. Auchenbach is located at 122 Stevers Mill
Road, North Wales, Pennsylvania. From December 1996 to October 2002, Mr. Auchenbach was
employed as the Franchise Director for Cottman Transmission Systems located in Fort
Washington, Pennsylvania.

Theresa M. Barber

Since January 2003, Ms. Barber has been an Independent Franchise Consultant with TDB
Consulting, Inc. dba FranChoice. Ms. Barber is located at 4684 Pine Drive, Loganville, Georgia.
From May 2000 to January 2003, she was a franchise advisor for Netspace, located in Miami,
Florida. From September 1999 to May 2000, Ms. Barber held the position of Area Developer
for Uniglobe Group in Huntington Beach, California and prior to that was their Manager of
Business Development from August 1997 to September 1999.

James Bentley

Since August 2003, Mr. Bentley has been an Independent Franchise Consultant for FranChoice.
Mr. Bentley is located at 1224 East Peoria Avenue, Phoenix, Arizona. From February of 1998
until July of 2003, he was a general manager for Alphagraphics, located in Tempe, Arizona.

Riccardo J. Bisio

Since October 2002, Mr. Bisio has been an Independent Franchise Consultant for FranChoice.
Mr. Bisio is located at 2414 Avenue A, Bradenton Beach, Florida. From May 2000 to August
2002, he was a VP of Global Development for Environmental Biotech in Sarasota, Florida.
From May 1994 to May 2000 he was the Director of International Development for AFC
Enterprises in Atlanta, Georgia.




3621860v.7 Uniform Franchise Offering Circular   L-1                               January 29, 2004
Richard L. Bissell

Since October 2002, Mr. Bissell has been an Independent Franchise Consultant with MAAD
Marketing Company, dba FranChoice. Mr. Bissell is located at 833 Inverway, Palatine, Illinois.
From October of 1994 to October 2002, Mr. Bissell was an owner of a Money Mailer franchise
based out of Palatine, Illinois.

William P. Blackmon

Since November 2000, Mr. Blackmon has been an Independent Franchise Consultant with BC
Marketing, Inc., dba FranChoice. Mr. Blackmon is located at 17210 Fawn Cove, San Antonio,
Texas. Since August 1991, Mr. Blackmon has also been President of BC Marketing, Inc. From
April 1999 until November 2000, he was employed as the Vice President of Franchise
Development for Money Mailer, LLC. located in Garden Grove, California. From August 1991
to April 1999, he was the President/Owner of BC Marketing, Inc. located in San Antonio, Texas.

Matthew H. Bogart

Since December 2000, Mr. Bogart has been an Independent Franchise Consultant for
FranChoice. Mr. Bogart is located at 12 Nottingham Drive, Wells, Maine. From September
1999 to December 2000 he held the positions of Senior Sales Consultant and Ad Sales Director
for Franchise Solutions Corporation located in Portsmouth, New Hampshire. From April 1996
until September 1997 he was Franchise Development Manager for ZeeZor Party Ltd, located in
Sydney, Australia. From September 1993 until April 1996 he was a Manager for a Play It Again
Sports store located in Brewer, Maine.

Kenneth R. Boyce

Since September 2002, Mr. Boyce has been an Independent Franchise Consultant for
FranChoice. Mr. Boyce is located at 84 Bryant Road, Ajax, Ontario L1S 2Y8 CANADA. From
May 2002 to August 2002 he was a Consultant with FranStaff while located in Toronto, Ontario
CANADA. From February 1999 to May 2002 he was in Franchise Sales for World Sites in
Toronto, Ontario CANADA. From September 1995 to January 1999, he was in Franchise Sales
for Pillar To Post in Toronto, Ontario CANADA.

D. Bruce Brown

Since July 2001, Mr. Brown has been an Independent Franchise Consultant with Caber
Consulting, Inc., dba FranChoice. Mr. Brown is located at 8830 Sandrope Court, Columbia,
Maryland. From December 1993 until January 2001 he was a Sr. Manager for Sylvan Learning
Systems located in Baltimore, Maryland.

Marc Cayle

Since April 2000, Mr. Cayle has been an Independent Franchise Consultant with FranFinders,
LLC., dba FranChoice. Mr. Cayle is located at 2923 West Grace Avenue, Mequon, Wisconsin.
From April 2000 to February 2001 he was also in Sales for Franchise Development Center.



3621860v.7 Uniform Franchise Offering Circular   L-2                              January 29, 2004
From April 1994 until April 2000, he was employed as a Director of Development for
Breadsmith Franchising, Inc., located in Milwaukee, Wisconsin.

Charles C. Chaney

Since March 2002, Mr. Chaney has been an Independent Franchise Consultant with Chaney
DeBear, dba FranChoice. Mr. Chaney is located at 9102 E. Pershing Avenue, Scottsdale,
Arizona. From January 2001 to August 2001, he was Director of Development of LaQuinta
Inns, located in Scottsdale, Arizona. From October 1999 to December 2000, Mr. Chaney was an
Independent Real Estate Development Consultant, located in Scottsdale, Arizona. From August
1989 to October 1999, he was Director of Development of Choice Hotels, located in Scottsdale,
Arizona.

Wei C. Chen

Since November 2003, Mr. Chen has been an Independent Franchise Consultant with
Franchoice, Inc. Mr. Chen is located at 249 Pheasant Circle, Pittsburg, California. From
September 2002 to September 2003, he was an advertising account executive for Penny Saver,
Concord, CA. From August 1996 to September 2002, he was the owner of Game Headquarters
of Alhambra, CA. From July 1999 to July of 2001, he was the VP of operations for Grand
Pacific Hospitality of Tumon, Gu. From July of 1993 to July 1999, he was in operations for
General Enterprises of Tumon, Gu.

R. Mason Clinton

Since October 2003, Mr. Clinton has been an Independent Franchise Consultant with
FranChoice, Inc. Mr. Clinton is located at 366 Saint Andrews Way, Gatlinburg, TN. From
January 2000 through September 2003, he was a partner in Creative Telecom, Gatlinburg, TN.
From August 1995 through December 1999, was Client Business Manager for AT&T,
Gaithersburg, MD.

Michael J. Coffee

Since September 2002, Mr. Coffee has been an Independent Franchise Consultant with Coffee &
Associates, Inc., dba FranChoice. Mr. Coffee is located at 1648 Stanford Lane, Sarasota,
Florida. Since August 1995, Mr. Coffee has been self-employed as the President of Coffee &
Associates, Inc. in Sarasota, Florida. From August 1995 to April of 2002, he was also Vice
President of FranStaff, located in Sarasota, Florida.

Kimberley J. Cook

Since February 2002, Ms. Cook has been an Independent Franchise Consultant for FranChoice.
Ms. Cook is located at 32 Kimball Way, New Market, New Hampshire. From February 2001 to
February 2002, she was Director of Fitness for eDiets.com, located in Boca Raton, Florida.
From September 1999 to February 2001, she was self-employed in New Hampshire. From
February 1996 to September 1999, Ms. Cook was an Account Executive for Franchise Solutions,
located in New Hampshire.



3621860v.7 Uniform Franchise Offering Circular   L-3                              January 29, 2004
Mason D. Copeland

Since November 2003, Mr. Copeland has been an Independent Franchise Consultant for
FranChoice. Mr. Copeland is located at 2673 Thorn Lodge Drive, Mississauga, ON, Canada.
From July 1998 to August 1999 he was director of operations for Microplay Entertainment of
North York, Ontario. From February 2000 to February 2002 he was director of franchise sales
for HIP Interactive, Inc. of Toronto. From September 1995 to October 2003, he was director of
sales and marketing for 1142361 Ontario Inc./MP #111, Mississagua, ON.

Susan P. Curran

Since January 2003, Ms. Curran has been an Independent Franchise Consultant for FranChoice.
Ms. Curran is located at 5300 Courtney Place, Columbus, Ohio. From December 2000 to
January 2003 she was the President of OCAL Carwash, Inc. located in Columbus, Ohio. From
August 1997 to December 2000 she was unemployed after selling her business. From March
1991 to August 1997 she was the President/Owner of MGZ Graphics, Inc. located in Columbus,
Ohio.

Frank de Lucia

Since January 2002, Mr. de Lucia has been an Independent Franchise Consultant for FranChoice.
Mr. de Lucia is located at 8454 Day Street, Shadow Hills, California. From November 1997 to
January 2002, he was Vice President of Franchise Development for Sir Speedy, Inc., located in
Mission Viejo, California. From February 1992 to November 1997, Mr. De Lucia was Director
of Moto Photo, located in Shadow Hills, California.

Scott Earl

Since October 2003, Mr. Earl has been an Independent Franchise Consultant with Trinity
Investments Northwest, Inc., dba FranChoice, Inc. Mr. Earl is located at 1304 NE 64th Street,
Vancouver, WA. From November 2001 through September 2003, Mr. Earl was franchise
development manager for All American Specialty Restaurants, Portland OR. From April 1997
through November 2001, he was regional sales manager for McLeod, Billings, MT.

Raymond W. Fanning

Since October 2002, Mr. Fanning has been an Independent Franchise Consultant for FranChoice.
Mr. Fanning is located at 280 North Drive, Severna Park, Maryland. Since January 2002, Mr.
Fanning has also been the Founder of ExploreWorld, LLC. located in Columbia, Maryland.
From October 2000 to January 2002 he was employed as the President of Microplay Interactive
of Annapolis, Maryland. From October 1998 to October 2000, he was Vice President & Director
of Case Handyman Services of Bethesda, Maryland. From September 1996 to September 1998
he was employed as COO of Levante Restaurant Group located in Washington, D.C.

Michael A. Fortunato

Since July 2002, Mr. Fortunato has been an Independent Franchise Consultant for 801 Partners,
Inc. Mr. Fortunato is located at 78 Indian Trail, Duxbury, Massachusetts. From February 2002


3621860v.7 Uniform Franchise Offering Circular   L-4                              January 29, 2004
to July 2002 he was unemployed and searching for a business in franchising. From August 1999
to February 2002 he was employed as Director of Sales & Marketing for Strafford Technology
of Boston, Massachusetts. From February 1997 to August of 1999 he was the Northeast
Marketing Manager for the Radio Shack Franchise in Duxbury, Massachusetts.

Betty Ann Fortunato

Since July 2003, Ms. Fortunato has been an Independent Franchise Consultant for 801 Partners,
Inc.. Ms. Fortunato is located at 78 Indian Trail, Duxbury, Massachusetts. From 1996 to 2003
she was employed by ARAMARK, Inc., of Norwell, MA, first as director of sales and marketing
and then as a business unit vice president.

Thomas L. Fowler

Since February 2001, Mr. Fowler has been an Independent Franchise Consultant for FranChoice.
Mr. Fowler is located at 4441 Orchard Creek Drive, S.E., Grand Rapids, Michigan. During the
timeframe of November 1999 to January 2000 Mr. Fowler was unemployed and in the process of
setting up his own company. In January 2000 he became owner of ExPaidite Financial Services
located in Ballwin, Missouri and remained owner up until February, 2001. From June 1976 until
October 1999, Mr. Fowler was a Regional Manager for Service Master of Memphis, Tennessee.

Betty Fudge

Since June 2001, Ms. Fudge has been an Independent Franchise Consultant with Oxford
Consulting Group, Inc., dba FranChoice. Ms. Fudge is located at 107 Planters Place, Oxford,
North Carolina. From June 1999 to June 2001 Betty took time off to stay home with her young
children. From January 1999 until June 1999 she was in Pharmaceutical Sales with Organon
Technica located in Oxford, North Carolina. From November 1997 until January 1999 she was a
Principal for Sandler Sales Institute located in Raleigh, North Carolina. From June 1990 until
November 1997 she was the Director of Sales for HealthCare Source located in Hillsborough,
North Carolina.

David D. “Chip” Fudge

Since June 2001, Mr. Fudge has been an Independent Franchise Consultant with Oxford
Consulting Group, Inc., dba FranChoice. Mr. Fudge is located at 107 Planters Place, Oxford,
North Carolina. From October 1999 until April 2000 he was the VP of Sales for Charles &
Colvand, Inc. located in Morrisville, North Carolina. From September 1996 until October 1999
he was President of Business Systems, Int’l located in Raleigh, North Carolina. From May 1987
until August 1996 he was the Regional Manager for HealthCare Source located in Hillsborough,
North Carolina.

Deborah A. Gordon

Since October 2000, Ms. Gordon has been an Independent Franchise Consultant with D.A.
Gordon Enterprise, Inc., dba FranChoice. Ms. Gordon is located at 3531 Plymouth Road S.,
Minnetonka, MN. From September 1999 to September 2000 she was a Business Consultant for
BathWise.com. From November 1998 until August 1999, she was employed as a Franchise


3621860v.7 Uniform Franchise Offering Circular   L-5                              January 29, 2004
Developer for Great Clips Regional Companies located in Bloomington, Minnesota. From May
1992 until November 1998, she was a Franchise Developer for Grow Biz International.

George S. Hazzis

Since October 2003, Mr. Hazzis has been an Independent Franchise Consultant with
GSH & Associates, LLC, dba FranChoice. Mr. Hazzis is located at 4480 Salem Springs Way,
Virginia Beach, VA. From March 2003 through October 2003, Mr. Hazzis was retired. From
September 2002 through March 2003, he was a design consultant for Haynes of Virginia Beach,
VA. From August 2001 through August 2002 he was a design consultant for North Carolina
Company, Virginia Beach, VA. From May 2000 through July 2001, he was VP of operations for
VA George Company, Virginia Beach, VA. From March 1998 through April 2000, he was VP of
operations for Zero’s of Virginia Beach, VA.

Stephen Hogan

Since April 2003, Mr. Hogan has been an Independent Franchise Consultant with FranChoice.
Mr. Hogan is located at 8422 S. Sunflower Street, Highlands Ranch, CO 80126. From September
of 1989 until April of 2003, he was employed by PSI, Inc., of Greenwood Village, CO, as
director of franchise support.


John F. Howell, Jr.

Since January 2003, Mr. Howell has been an Independent Franchise Consultant with Hospitality
Development Services, Inc. dba FranChoice. Mr. Howell is located at 73 White Bridge Road,
Suite 103-110, in Nashville, Tennessee. From March 2000 to December 2002, he was the Vice
President of Development & Acquisition for Carlson Companies in Nashville, Tennessee. From
April 1998 through March 2000, he was the President of HDS, Inc. also in Nashville. From
April 1995 through March 1998, he held the position of Vice President of Franchise
Development for Doubletree Hotels Corporation in Nashville, Tennessee.

Robert S. Johnson

Since January 2002, Mr. Johnson has been an Independent Franchise Consultant with R. Johnson
Associates, Inc. dba FranChoice. Mr. Johnson is located at 223 Melody Lane, Lavallette, New
Jersey. From June 2001 to December 2001, he was Account Executive of Lawn Doctor, located
in Holmdel, New Jersey. From March 2000 to October 2001, Mr. Johnson was Vice President of
Operations for Mark of Excellence Remodeling, located in Freehold, New Jersey. From March
1979 to December 2001, he was President of R. Johnson Association, Inc., located in Pittstown,
New Jersey.

John M. Jorgenson

Since November 2001, Mr. Jorgenson has been an Independent Franchise Consultant with
Jorgenson Companies, LLC., dba FranChoice. Mr. Jorgenson is located at 15829 Crabbs Branch
Way, Rockville, Maryland. Since July 1991, he has also been a General Partner with The Chase
Group located in Rockville, Maryland.


3621860v.7 Uniform Franchise Offering Circular   L-6                              January 29, 2004
James P. Judy

Since May, 2002, Mr. Judy has been an Independent Franchise Consultant for FranChoice. Mr.
Judy is located at 5323 Eolian Court, Raleigh, North Carolina. From January 2000 to April
2002, Mr. Judy was a Sales Manager for Hospital Communications located in Raleigh, North
Carolina. From August 1997 to January 2000, he was employed as VP for Franchise
Development of SmartHouse, Inc. located in Raleigh, North Carolina.

William H. Kaiser

Since November 2001, Mr. Kaiser has been an Independent Franchise Consultant with Kaiser &
Associates, LLC., dba FranChoice. Mr. Kaiser is located at 4238 Crocker Avenue, Edina,
Minnesota. He has been the President of Kaiser & Associates, LLC., located in Edina,
Minnesota, since January 2001. From May 2000 to January 2001 Mr. Kaiser was unemployed.
From January 1985 until May 2000 he was the President of Mr. Movies, Inc., located in Edina,
Minnesota.

George Knauf

Since November 2003, Mr. Knauf has been an Independent Franchise Consultant with GC
Alliance, LLC, dba FranChoice. Mr. Knauf is located at 720 Pine Tree Court, Warrenton, VA.
From May 1998 to March 1999, he was a franchisor advisor for Uniglobe Travel of Alexandra,
VA. From April 1999 to February 2000, he was director of sales for 4 Your Health of Baltimore,
MD. From February 2000 to March 2001, he was franchise director for Netfran Development of
Miami, FL. From March 2001 to October 2003, he was managing partner of Netspace, NoVa, of
Fairfax, VA. From May 2002 to October 2003, he was managing partner of USOpt of
Warrenton, VA.

Mark Kovach

Since March 2001, Mr. Kovach has been an Independent Franchise Consultant for FranChoice.
Mr. Kovach is located at 920 10th Street, Boulder, Colorado. From June 2000 to March 2001,
Mr. Kovach took some time off for traveling. From May 1999 until June 2000 he was the
Strategic Accounts Manager for RIT Systems, located in Bloomington, Minnesota. From
January 1999 until May 1999, he again took time off for travel. From June 1996 until December
1998 he was Development Director for the Great Clips Regional Companies office located in
San Francisco, California. From October 1993 until June 1996 he was CFO/Account Manager
for Andcor Companies located in Wayzata, Minnesota.

Dennis F. Lacilla

Since October 2002, Mr. Lacilla has been an Independent Franchise Consultant with Conserv
Distributors, Inc., dba FranChoice. Dennis is located at 8377 Palm Hammock Lane, Hobe
Sound, Florida. From January 2001 to October 2002, Mr. Lacilla was unemployed, but working
as a private investor in Hobe Sound, Florida. From January 1998 to December 2000, he was
employed as the VP of Sales for Dawg, Inc.




3621860v.7 Uniform Franchise Offering Circular   L-7                              January 29, 2004
John A. Landino

Since November 2001, Mr. Landino has been an Independent Franchise Consultant for
FranChoice. Mr. Landino is located at 250 East Hwy 260 #207, Payson, Arizona. From October
1998 until November 2001 he was the President of Success Dynamics, located in Payson,
Arizona. From January 1986 until September 1998, he was the National Director of Business
Development for American Greetings located in Ohio, Maryland, Georgia, and Colorado.

Nancy H. Landino

Since December 2000, Ms. Landino has been an Independent Franchise Consultant for
FranChoice. Ms. Landino is located at 250 East Hwy 260, #207, Payson, Arizona. From August
2000 until October 2000 she was the Vice President of Franchising for Score, located in
Oakland, California. From June 1997 until September 2000 she was the Senior Vice President of
Franchising for Red Roof Inns, Inc., located in Columbus, Ohio. From May 1995 until June
1997, she was Vice President & Brand Manager of Sleep Inns for Choice Hotels International
located in Silver Springs, Maryland.

Karol R. Mercurio

Since July 2000, Ms. Mercurio has been an Independent Franchise Consultant with KRM
Consulting, LLC., dba FranChoice. Ms. Mercurio is located at 604 Apple Drive, Mullica Hill,
New Jersey. From March 1999 until June 2000, she was employed as a Development Manager
for Great Clips Mid-Atlantic located in Philadelphia, Pennsylvania. From January 1998 until
March 1999 she was employed as a Regional Sales Manager for Delta T-Group, located in Bryn
Mawr, Pennsylvania. From April 1995 until February 1999, she was employed as a National
Training Manager for Great Expectations, Inc, located throughout the United States.

Patricia Meyer

Since August 2003, Ms. Meyer has been an Independent Franchise Consultant with FranChoice.
Ms. Meyer is located at 8440 West 106th Avenue, Broomfield, Colorado. From January 2003
through August 2003, she was employed as a franchise development manager for Maui Wowi,
located in Littleton, Colorado. From May 2002 through January 2003, she was employed as vice
president of western development for Charley’s Grilled Subs, located in Columbus, Ohio. From
March 2002 through May 2002 she was unemployed. From March 1994 through May 2002 she
was employed as vice president of franchise development for Quizno’s, located in Denver,
Colorado.

Sarah Morgan

Since May 2003, Ms. Morgan has been an Independent Franchise Consultant with FranChoice.
Ms. Morgan is located at 10519 Redmond Road, Austin, TX . From April 1998 until July 1998,
she was employed by Computer Moms of Austin, Texas. From August 1998 through December
1999, she was an independent real estate trainer in Austin. From January of 2000 through July of
2001, she was a vice president of market development for Access Tech. Serv, in Ann Arbor, MI.
From August 2001 through December 2001, she was a business developer for 1411, Inc., of
Austin, TX. From January 2002 through April 2002, she was unemployed. From April 2002


3621860v.7 Uniform Franchise Offering Circular   L-8                                January 29, 2004
through December 2002, she was a franchise sales director for Computer Moms. From January
2003 through May of 2003, she was an independent consultant, doing franchise development in
Austin, TX.

Nelson D. Neyer

Since June 2002, Mr. Neyer has been an Independent Franchise Consultant with Neyer &
Associates, Inc. dba FranChoice. Mr. Neyer is located at 2502 Calle Jade, San Clemente,
California. Since June 1986, Mr. Neyer has also been President of Neyer & Associates, Inc.
From March 2000 to May 2002, he was employed as a Franchise Sales Rep for Budget Blinds
located in Orange, California.

Donnie R. “Ray” Oldham

Since January 2002, Mr. Oldham has been an Independent Franchise Consultant for FranChoice.
Mr. Oldham is located at 1096 Harbor Landing Drive, Soddy Daisy, Tennessee. From December
1993 to December 2001, he was President of Champion Cleaners Franchise, Inc., located in
Chattanooga, Tennessee.

Ruth A. Ormsby

Since January 2002, Ms. Ormsby has been an Independent Franchise Consultant for FranChoice.
Ms. Ormsby is located at 3126 Corte Caleta, Newport Beach, California. From July 2000 to
December 2001, she was Director of Regent Hotels, located in Newport Beach, California. From
December 1999 to June 2000 she was self-employed as a Designer in Newport Beach,
California. From April 1996 to November 1999, Ms. Ormsby was Vice President of Red Roof
Inns, located in Columbus, Ohio.

Mark J. Pasma

Since March 2001, Mr. Pasma has been an Independent Franchise Consultant with Mark J.
Pasma, Inc., dba FranChoice. Mr. Pasma is located at 2740 Barry Street, Hudsonville, Michigan.
Since September 2000, Mr. Pasma has been self-employed as a consultant in Grand Rapids,
Michigan. From June 1998 until September 2000, he was the Executive Director at Porter Hills
Retirement, located in Grand Rapids, Michigan. From September 1993 until June 1998 he was
the President of Norrell Staffing Service in Atlanta, Georgia.

Phyllis F. Pieri

Since January 2003, Ms. Pieri has been an Independent Franchise Consultant for FranChoice.
Ms. Pieri is located at 1595 NE Iris Street, Issaquah, Washington. From July 2002 to December
2002, she did consulting for her own business, Lovegren Enterprises, located in Issaquah,
Washington. From July 2001 to July 2002, she was the Vice President of Marketing for The
Federal Group in Woodinville, Washington. From January 2001 to July 2001, she was the
Franchise Director for GMAC Home Services in Des Moines, Iowa. From May 2000 to
December 2001, Ms. Pieri opened and operated her own consulting firm, Lovegren Enterprises.
From September 1993 to May 2000 she was the Franchise Director at Sir Speedy, Inc. in Mission
Viejo, California.


3621860v.7 Uniform Franchise Offering Circular   L-9                              January 29, 2004
Laurie Pollock

Since April 2003, Ms. Pollock has been an Independent Franchise Consultant for FranChoice.
Ms. Pollock is located at 1490 Chase Court, Buffalo Grove, IL. From November 1989 through
April 2003, Ms. Pollock was owner/president of Promo Inc., in Buffalo Grove, IL. From April
2002 through January 2003, she worked for Young Rembrandts, of Elgin, IL as a
sales/marketing manager.

Richard C. Pope

Since November 2002, Mr. Pope has been an Independent Franchise Consultant with First
Franchise Associates, LLC., dba FranChoice. Mr. Pope is located at 5902 E. Rancho Del Oro
Court, Cave Creek, Arizona. Since May 2000, Mr. Pope has also been the Managing Member of
First Franchise Associates, LLC. From June 1998 to April 2000, he was employed as Executive
Vice President of Development for Frozen Fusion, located in Scottsdale, Arizona. From October
1998 to May 1998, he was Vice President of Franchise Development for Midas International in
Chicago, Illinois.

Russell L. Porter

Since October 2001, Mr. Porter has been an Independent Franchise Consultant for FranChoice.
Mr. Porter is located at 19085 Carsonwood, Wayzata, Minnesota. From December 1993 until
July 2001, he was in Franchise Development with Grow Biz International, located in
Minneapolis, Minnesota and from July 2001 to October 2001 he took some time off for
travel/vacation.

Michael Reis

Since September 2002, Mr. Reis has been an Independent Franchise Consultant with LRS &
Associates, Inc., dba FranChoice. Mr. Reis is located at 6020 Bama Court, Norcross, Georgia.
From February 1999 to December 2001, Mr. Reis was employed as Vice President for Golf
Augusta. From January 1993 to February 1999, he was President of Great Golf in Norcross,
Georgia.

Howard Lomax “ Max” Reynolds

Since November 2001, Mr. Reynolds has been an Independent Franchise Consultant for
FranChoice. Mr. Reynolds is located at 300 Crown Ridge Drive, Chesterfield, Missouri. From
February 1996 until November, 2001, he was the President of Quest Global located in St. Louis,
Missouri.

Mary C. Rogers

Since November 2001, Ms. Rogers has been an Independent Franchise Consultant with Rogers
and Associates, LLC., dba FranChoice. Ms. Rogers is located at 7468 Carriage Hills Drive in
McLean, Virginia. Mr. Rogers has been the President of Rogers and Associates, LLC since June
1997. From February 1989 until June 1997, she was CEO of ECW Corporation located in Great
Falls, Virginia.


3621860v.7 Uniform Franchise Offering Circular   L-10                             January 29, 2004
Kenneth A. Ross

Since August 2001, Mr. Ross has been an Independent Franchise Consultant with RoBen
Associates, dba FranChoice. Mr. Ross is located at 35 Plum Hollow Drive, Henderson, Nevada.
From May 2000 to June 2001, he was Director of Sales for Webprint, located in San Bruno,
California. From April 1999 to May 2001, Mr. Ross was Vice President of Sales for Post Net,
Inc., located in Las Vegas, Nevada. From March 1998 to April 1999, he was Vice President of
Sales of MBE, Inc., located in San Diego, California. From February 1991 to March 1998, Mr.
Ross was Vice President of Sales of Sir Speedy, located in Irvine, California.

Margaret H. “Meg” Schmitz

Since October 2002, Ms. Schmitz has been an Independent Franchise Consultant for 8 at 20, inc.,
dba FranChoice. Ms. Schmitz is located at 5721 Silent Brook Lane, Rolling Meadows, Illinois.
Since August 1993, she has also been the owner of Flat Top, Inc. dba Great Clips. From
February 1992 to May 1994, Ms. Schmitz was the Senior Customer Support of National
Accounts for CompuCom Systems located in DesPlaines, Illinois and from April 1988 to
February 1992, she was their National Account Marketing Rep.

Seth N. Schonberg

Since June 2002, Mr. Schonberg has been an Independent Franchise Consultant for FranChoice.
Mr. Schonberg is located at 5 Dufton Drive, Medford, New Jersey. From January 1993 to June
2002, Mr. Schonberg was employed as the Senior Vice President of Development for United
Financial Services.

Britton A. Schroeter

Since January 2002, Ms. Schroeter has been an Independent Franchise Consultant with Franchise
Development Systems, Inc., dba FranChoice. Ms. Schroeter is located at 1615 Dennis Avenue,
Towson, Maryland. Ms. Schroeter has been an Independent Consultant for Franchise
Development Systems, Inc., since July 1999. From June 2000 to December 2001, she also was
Vice President of Franchise Development of Kiddie Academy International, Inc., located in Bel
Air, Maryland. From April 1997 to July 1999, she was Director of Franchise Development for
Sylvan Learning Systems, Inc., located in Baltimore, Maryland. From April 1995 to January
1997, Ms. Schroeter was National Franchise Marketing Director of Decorating Den Systems,
Inc., located in Bethesda, Maryland.

Mary Anne Schultz

Since October 2002, Ms. Schultz has been an Independent Franchise Consultant with MAAD
Marketing Company, dba FranChoice. Ms. Schultz is located at 833 Inverway, Palatine, Illinois.
From October 1994 to August 2002, Ms. Schultz was the Owner/Operator of a Money Mailer
franchise located in Palatine, Illinois.




3621860v.7 Uniform Franchise Offering Circular   L-11                              January 29, 2004
Geoffrey R. Seiber

Since April 2000, Mr. Seiber has been an Independent Franchise Consultant with Seiber &
Associates, Inc., dba FranChoice. Mr. Seiber is located at 1521 N. Cooper Street, Suite 246,
Arlington, Texas. Mr. Seiber has been the President of Seiber & Associates, Inc. since
December 1998. From September 1996 until December 1998, he was employed as a Regional
Director for Great Clips, Inc., while located in Irving, Texas.

Jeffrey L. Shafritz

Since April 2002, Mr. Shafritz has been an Independent Franchise Consultant with Shafritz &
Associates, LLC., dba FranChoice. Mr. Shafritz is located at 10485 Vernon Avenue in
Huntington Woods, Michigan. Since October 2001, he has been the Member of Shafritz &
Associates, LLC. From January 2001 until September 2001, he was the Franchise Sales Director
at Regus Business Centers in Troy, Michigan. From March 1993 until January 2001 he was
Director of Franchise Sales for The Athlete’s Foot Group.

Allen Shuh

Since April 2003, Mr. Shuh has been an Independent Franchise Consultant for FranChoice. Mr.
Shuh is located at 4741 Spring Creek Drive, Howell, MI. From January 1996 through January
1998, he was a national trainer for Play it Again Sports of Minneapolis, MN. From January 1998
through June 1999, he was a regional manager for Great Clips, in Seattle, WA. From June of
1999 through January 2002, he was a self-employed speaker in Howell, MI. From January 2002
through March 2003, he was director of operations for Maui Wowi, in Denver, CO.


Mary W. Shutts

Since November 2002, Ms. Shutts has been an Independent Franchise Consultant for
FranChoice. Ms. Shutts is located at 5 Kittanset Road, Bedford, New Hampshire. From
November 1999 to November 2002, Ms. Shutts was a Financial Advisor for American Express in
Bedford, New Hampshire. From July 1999 until November 1999 she was unemployed and used
her time to relocate and do some studying. From May 1999 to July 1999 she was a Peace Corp
Volunteer for the U.S. Government, and based in Lithuania. From January 1996 until May 1999
she was employed as part of the faculty for Daniel Webster College and Southern New
Hampshire University. From May 1991 until December 1997 she was also the President of a
Service Master franchise in Manchester, New Hampshire.

Daniel R. Sladek

Since March 2001, Mr. Sladek has been an Independent Franchise Consultant for FranChoice.
Mr. Sladek is located at 2346 Baronsmede Court, Winter Garden, Florida. From December 2000
until April 2001 he was Director of Development for I.P.I. located in Eden Prairie, Minnesota.
From February 2000 until November 2000 he was National Sales Director for Advants, Inc.
located in Eden Prairie, Minnesota. From February 1999 until June 1999 he was Manager of
Development for Aero Colours, Inc. located in Sacramento, California. From July 1993 until



3621860v.7 Uniform Franchise Offering Circular   L-12                             January 29, 2004
January 1999 he was Manager of Development for Grow Biz International, Inc. located in
Minneapolis, Minnesota.

Matthew J. Stevens

Since September 2001, Mr. Stevens has been an Independent Franchise Consultant for
FranChoice. Since September 2001 he has also been the President of Suhey Investment Group
Inc., located at Box 44934 Hiltop Station, Columbus, Ohio. From September 1998 until
September 2001, he was a Developer with Franchise Development Center located in Atlanta,
Georgia. From September 1995 until September 1998 he was the Vice President of College Pro
Painters, located in Columbus, Ohio.

John Stigmon

Since October 2003, Mr. Stigmon has been an Independent Franchise Consultant for Franchise
Coach, LLC., dba FranChoice, Inc. Mr. Stigmon is located at 1000 N. Humphreys Street, Flagstaff,
AZ. From August 2000 through September 2003, he was managing partner of Franchise Coach,
Flagstaff, AZ. From August 1995 through August 2000, he was CEO of Frozen Fusion,
Scottsdale, AZ.

Jerry Sullivan

Since April 2000, Mr. Sullivan has been an Independent Franchise Consultant with On Eagle’s
Wings, dba FranChoice. Mr. Sullivan is located at 1736 N. Clarendon Way, Eagle, Idaho. Since
1997, he has been the Owner of On Eagle’s Wings, located in Eagle, Idaho. From 1993 until
1997 he was employed as a Regional Director for Great Clips, Inc., located in Chicago, Illinois.

Debbie Tarrant

Since February 2003, Ms. Tarrant has been an Independent Franchise Consultant with
FranChoice. Ms. Tarrant is located at 21447 E. Ottawa Circle, Aurora, Colorado. From
September 2000 to February 2003, Ms. Tarrant served as a Sr. Field Business Consultant for
Money Mailer located in Denver, Colorado. From May 1998 to September 2000, she was a
Regional Sales Manager for Shamrock Foods also located in Denver. From January 1998 until
May 1998 she was unemployed while living in Redondo Beach, California.

Dawn Underwood

Since February 2003, Ms. Underwood has been an Independent Franchise Consultant with Dawn
J. Underwood Consulting, dba FranChoice. Ms. Underwood is located at 578 Holmes Gulch
Road, Bailey, Colorado. From June 2002 through December 2002, she was the Development
Manager for Maui Wowi in Littleton, Colorado. From May 2001 to June 2002, Ms. Underwood
was self-employed as a freelance writer/web designer. From May 2000 to May 2001, she held
the position of Account Supervisor for Barnhart Advertising located in Denver, Colorado. From
June 1999 to May 2000, she served as Account Supervisor for Pierson Hawkins Advertising in
Denver. From February 1999 to June 1999, she was unemployed. From February 1998 to
February 1999, Ms. Underwood held the position of Account Supervisor for Deutsch Advertising
located in Los Angeles, California.


3621860v.7 Uniform Franchise Offering Circular   L-13                               January 29, 2004
Martin Wilder

Since August 2003, Mr. Wilder has been an Independent Franchise Consultant with FranChoice.
Mr. Wilder is located at 4046 West 27th Avenue, Vancouver, British Columbia, Canada. From
October 2002 through June 2003, he was employed as franchise development manager for RBDS
Rubbish Boys Inc., located in Vancouver, BC. From September 2001 through October 2002, he
was employed as president of 539469 BC Ltd. Dba Builder.ca, located in Vancouver, BC. From
October 1999 through September 2001, he was employed as an investor and public relations for
MDU Communications, located in Vancouver, BC. From March 1995 through October 1999, he
was employed as president and project manager for 513187 BC Ltd. Dba Carmanah
Construction, located in Vancouver, BC.

Norman Willden

Since July 2002, Mr. Willden has been an Independent Franchise Consultant with FranChoice.
Mr. Willden is located at 2803 Windsor Drive, Marietta, Georgia. From January 2000 until July
2002, he was the Franchise Marketing Manager for Regus Business Centers located in Atlanta,
Georgia. From April 1997 until January 2000, he was the Vice President of Development for
Maui Tacos International, Inc. and from September 1993 until April 1997, he was the Vice
President of Development for FCI Food Group, located in Jacksonville, Florida.

Cynthia Wilson

Since October 2001, Ms. Wilson has been an Independent Franchise Consultant with Wilmac,
Inc., dba FranChoice. Ms. Wilson is located at 330 N. Bullmoose Drive, Chandler, Arizona.
From September 1997 until September 2001, she was with Computer Services for Westminster
Presbyterian Church, located in Westlake Village, California.

John R. Wilson

Since October 2001, Mr. Wilson has been an Independent Franchise Consultant with Wilmac,
Inc., dba FranChoice. Mr. Wilson is located at 330 N. Bullmoose Drive, Chandler, Arizona. Mr.
Wilson has also been President of Wilmac, Inc. since 1981. From April 2001 until September
2001 he was Sr. Account Executive for Danka Office located in Woodland Hills, California.
From April 1999 until September 2000, he was Sr. Director for C.A.R. located in Los Angeles,
California. From June 1996 until February 1998, he was Sr. Director for PIP Printing, located in
Agoura, California.




3621860v.7 Uniform Franchise Offering Circular   L-14                               January 29, 2004
                                                                                 EXHIBIT M
                                                                             TO FRANCHISE
                                                                        OFFERING CIRCULAR


                    POSTNET INTERNATIONAL FRANCHISE CORPORATION
                              COMPLIANCE CERTIFICATION
                              ═════════════════════════

       As you know, PostNet International Franchise Corporation (“PostNet”) and you are
preparing to enter into a Franchise Agreement, Area Franchise Agreement, and/or Development
Agreement. The purpose of this questionnaire is to determine whether any statements or
promises were made to you that PostNet has not authorized and that may be untrue, inaccurate or
misleading. Please review each of the following questions carefully and provide honest and
complete responses to each question.

1.     Have you received and personally reviewed the Franchise Agreement and/or the Area
Franchise Agreement and/or Development Agreement and each exhibit attached to it?

          Yes _____            No _____

2.     Do you understand all of the information contained in the Franchise Agreement Area
Franchise Agreement and/or Development Agreement, and each exhibit attached to it?

          Yes _____            No _____

          If no, what parts of the Agreement(s) do you not understand? (Attach additional pages, if
          necessary.)




                                                                                    initials _____




3621860v.7 Uniform Franchise Offering Circular   M-1                                   January 29, 2004
3.     Have you received and personally reviewed PostNet’s Uniform Franchise Offering
Circular (“UFOC”) that was provided to you?

          Yes _____            No _____

4.        Did you sign a receipt for the UFOC indicating the date you received it?

          Yes _____            No _____

5.    Do you understand all of the information contained in the UFOC and any state-specific
Addendum to the UFOC?

          Yes _____            No _____

          If No, what parts of the UFOC and/or Addendum do you not understand? (Attach
          additional pages, if necessary.)




6.     Have you discussed the benefits and risks of becoming a PostNet Franchisee, Area
Franchisee or Developer with an attorney, accountant, or other professional advisor?

          Yes _____            No _____


                                                                                     initials _____




3621860v.7 Uniform Franchise Offering Circular   M-2                                   January 29, 2004
7.     Do you understand that the success or failure of your PostNet Center or as an Area
Franchisee or Developer will depend in large part upon your skills and abilities, competition
from other Centers, interest rates, inflation, labor and supply costs, lease terms and other
economic and business factors?

          Yes _____            No _____

8.     Has any employee or other person speaking on behalf of PostNet made any statement or
promise concerning the revenues, profits or operating costs of any PostNet Center operated by
PostNet or its franchisees, or of being an Area Franchisee or Developer?

          Yes _____            No _____

9.     Has any employee or other person speaking on behalf of PostNet made any statement or
promise regarding the amount of money you may earn in operating the PostNet Center or in
being an Area Franchisee or Developer?

          Yes _____            No _____

10.    Has any employee or other person speaking on behalf of PostNet made any statement or
promise concerning the total amount of revenue that will or may be generated by a PostNet
Center or an Area Franchisee?

          Yes _____            No _____

11.    Has any employee or other person speaking on behalf of PostNet made any statement or
promise regarding the costs you may incur in operating the PostNet Center or in being an Area
Franchisee or Developer that is contrary to or different from the information contained in the
UFOC?

          Yes _____            No _____

12.    Has any employee or other person speaking on behalf of PostNet made any statement or
promise concerning the likelihood of success that you should or might expect to achieve from
operating a PostNet Center or being an Area Franchisee or Developer.

          Yes _____            No _____



                                                                                initials _____




3621860v.7 Uniform Franchise Offering Circular   M-3                              January 29, 2004
13.     Has any employee or other person speaking on behalf of PostNet made any statement,
promise or agreement concerning the advertising, marketing, training, support service or
assistance that PostNet will furnish to you that is contrary to, or different from, the information
contained in the UFOC?

          Yes _____            No _____

14.    Have you at any time had any discussions with or received any information from a
representative of either FranNet or FranChoice concerning PostNet?

          Yes _____            No _____ (If “No,” please skip to question 18)

15.    Please list the individual(s) with whom you had conversions or received any information
about PostNet.




16.    Please review your answers to questions 8-13 of this Compliance Certification. Would
your answers to any of these questions be different based upon any conversations with or
information received from any individual listed in question 15?

          Yes _____            No _____

17.    If “Yes,” please describe in detail everything said or provided to you that caused you to
answer “Yes” to question 16.




18.    Have you entered into any binding agreement with or paid any money to PostNet or any
individual listed in question 15 concerning the purchase of this franchise or becoming an Area
Franchisee or Developer prior to today?

          Yes _____            No _____



                                                                                    initials _____




3621860v.7 Uniform Franchise Offering Circular        M-4                              January 29, 2004
19.       Did you receive the UFOC at least ten business days before today?

          Yes _____            No _____

20.      Do you understand that (i) the initial franchise fee is non-refundable under your
Franchise Agreement and that you will forfeit a significant portion of the initial fee even in the
limited circumstances in which you may be entitled to a partial refund; (ii) the area franchise fee
is non-refundable; and (iii) the development fee is non-refundable but will be applied to the
initial franchise fee each time you sign a Franchise Agreement?

          Yes _____            No _____

21.     If you have answered “Yes” to any one of questions 8-13 or “No” to questions 18-20,
please provide a full explanation of each such answer in the following blank lines. (Attach
additional pages, if necessary, and refer to them below.) Otherwise, please leave the following
lines blank.




        Please understand that your responses to these questions are important to us and that we
will rely on them.

       By signing this Questionnaire, you are representing that you have responded truthfully to
the above questions.

                                                       APPLICANT

                                                       ______________________________

                                                       _____________________, 200__




3621860v.7 Uniform Franchise Offering Circular   M-5                                   January 29, 2004
                                                           RECEIPT

THIS OFFERING CIRCULAR SUMMARIZES CERTAIN PROVISIONS OF THE
FRANCHISE AGREEMENT AND OTHER INFORMATION IN PLAIN LANGUAGE. YOU
SHOULD READ THIS OFFERING CIRCULAR AND ALL AGREEMENTS CAREFULLY.

IF WE OFFER YOU A FRANCHISE, WE MUST PROVIDE THIS OFFERING CIRCULAR
TO YOU BY THE EARLIEST OF:

(1)       THE FIRST PERSONAL MEETING TO DISCUSS OUR FRANCHISE; OR
(2)       TEN BUSINESS DAYS BEFORE THE SIGNING OF A BINDING AGREEMENT; OR
(3)       TEN BUSINESS DAYS BEFORE A PAYMENT TO US.

YOU MUST ALSO RECEIVE A FRANCHISE AGREEMENT CONTAINING ALL
MATERIAL TERMS AT LEAST FIVE BUSINESS DAYS BEFORE YOU SIGN ANY
FRANCHISE AGREEMENT.

IF WE DO NOT DELIVER THIS OFFERING CIRCULAR ON TIME, OR IF IT CONTAINS
A FALSE OR MISLEADING STATEMENT, OR A MATERIAL OMISSION, A VIOLATION
OF FEDERAL AND STATE LAW MAY HAVE OCCURRED AND SHOULD BE
REPORTED TO THE FEDERAL TRADE COMMISSION, WASHINGTON, D.C. 20580 AND
THE APPROPRIATE STATE AGENCY LISTED IN EXHIBIT I.

We authorize the agents listed in Exhibit J to receive service of process for us. I have received a
Uniform Franchise Offering Circular dated January 29, 2004. This offering circular included the
following Exhibits:

A.        Franchise Agreement and Attachments
B.        Area Franchise Agreement and Attachments
C.        Development Agreement and Attachments
D.        Lists of Franchisees/Area Franchisees/Developers
E.        Financial Statements
F.        Table of Contents - Manual
G.        Confidentiality and Non-Competition Covenants
H.        Music Service Agreement
I.        List of State Administrators
J.        Agents for Service of Process
K.        FranNet Franchise Brokers
L.        FranChoice Franchise Brokers
M.        Compliance Certification

Date:                                                Signed:
                                                     Print Name:
                                                     Address:


                                                 Retain this copy of the Receipt



3621860v.7 Uniform Franchise Offering Circular                                         January 29, 2004
                                                      RECEIPT

THIS OFFERING CIRCULAR SUMMARIZES CERTAIN PROVISIONS OF THE
FRANCHISE AGREEMENT AND OTHER INFORMATION IN PLAIN LANGUAGE. YOU
SHOULD READ THIS OFFERING CIRCULAR AND ALL AGREEMENTS CAREFULLY.

IF WE OFFER YOU A FRANCHISE, WE MUST PROVIDE THIS OFFERING CIRCULAR
TO YOU BY THE EARLIEST OF:

(1)       THE FIRST PERSONAL MEETING TO DISCUSS OUR FRANCHISE; OR
(2)       TEN BUSINESS DAYS BEFORE THE SIGNING OF A BINDING AGREEMENT; OR
(3)       TEN BUSINESS DAYS BEFORE A PAYMENT TO US.

YOU MUST ALSO RECEIVE A FRANCHISE AGREEMENT CONTAINING ALL
MATERIAL TERMS AT LEAST FIVE BUSINESS DAYS BEFORE YOU SIGN ANY
FRANCHISE AGREEMENT.

IF WE DO NOT DELIVER THIS OFFERING CIRCULAR ON TIME, OR IF IT CONTAINS
A FALSE OR MISLEADING STATEMENT, OR A MATERIAL OMISSION, A VIOLATION
OF FEDERAL AND STATE LAW MAY HAVE OCCURRED AND SHOULD BE
REPORTED TO THE FEDERAL TRADE COMMISSION, WASHINGTON, D.C. 20580 AND
THE APPROPRIATE STATE AGENCY LISTED IN EXHIBIT I.

We authorize the agents listed in Exhibit J to receive service of process for us. I have received a
Uniform Franchise Offering Circular dated January 29, 2004. This offering circular included the
following Exhibits:

A.        Franchise Agreement and Attachments
B.        Area Franchise Agreement and Attachments
C.        Development Agreement and Attachments
D.        Lists of Franchisees/Area Franchisees/Developers
E.        Financial Statements
F.        Table of Contents - Manual
G.        Confidentiality and Non-Competition Covenants
H.        Music Service Agreement
I.        List of State Administrators
J.        Agents for Service of Process
K.        FranNet Franchise Brokers
L.        FranChoice Franchise Brokers
M.        Compliance Certification

Date:                                            Signed:
                                                 Print Name:
                                                 Address:


                                     Return this copy of the Receipt to PostNet



3621860v.7 Uniform Franchise Offering Circular                                         January 29, 2004

				
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