PICK UPS PLUS INC, SB-2/A, 1999-07-07

PICK UPS PLUS INC
SB-2/A, 1999-07-07
PATENT OWNERS & LESSORS

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<PAGE> 1

As filed with the Securities and Exchange Commission on July 6, 1999.

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form SB-2/A-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------------------------------------

PICK-UPS PLUS, INC.
-------------------
(Name of Small Business Issuer in its charter)

DELAWARE 6794 31-12440524
- ------------------------ ------------------------- -------------------
(State of Incorporation) (Primary Standard (I.R.S. Employer
Industrial Classification I.D. Number)
Number

3532 Irwin Simpson Road, Mason, OH 45040 (513) 398-4344
-------------------------------------------------------
(Address and telephone number of principal executive offices)

3532 Irwin Simpson Road, Mason, OH 45040
----------------------------------------
(Address of principal place of business)

John Fitzgerald, President
Pick-Ups Plus, Inc.
3532 Irwin Simpson Road
Mason, OH 45040
(513) 398-4344
---------------------------------------------------------------------
(Name, address and telephone number of agent for service)

Copies to:

Joel Bernstein, Esq., P.A.
11900 Biscayne Blvd., Suite 604
Miami, Florida 33181
(305) 892-1122
Fax:(305) 892-0822

Approximate date of proposed commencement of sale to the public: From time to
time after the Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/

<PAGE> 2

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Proposed
Amount of Proposed Maximum
Shares Maximum Aggregate Amount of
Title of Each Class of To be Offering Price Offering Registration
Securities to be Registered Registered Per Unit(1) Price Fee
- --------------------------- ---------- ----------- ---------- ------------
<S> <C> <C> <C> <C>
Common Stock 950,000 (2) $1.00 $950,000 $264.10

======================================================================================================================
</TABLE>

(1) Estimated solely for purposes of calculating the registration fee based
upon the warrant exercise price.
(2) These shares are issuable on exercise of Warrants. The number of shares
may be increased by operation of anti-dilution provisions contained in
the Warrants.

We hereby amend the Registration Statement on such date or dates as may
be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Acts of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

<PAGE> 3

PICK-UPS PLUS, INC.

PROSPECTUS
JULY 6, 1999

950,000 shares of common stock

Our common stock does not currently trade on any market.

The shares for this offering are being sold by the selling security holders
named under Plan of Distribution Selling Security Holders.

INVESTING IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 4.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<PAGE> 4

PROSPECTUS SUMMARY

THE OFFERING

Common stock offered by selling security holders 950,000 shares

Shares of common stock to be outstanding assuming
all shares to which this prospectus relates are sold 7,559,100 shares

OUR COMPANY

We sell franchises for retail stores which sell accessories for trucks and
sports utility vehicles. We also own and operate one store which is the
prototype for our franchise system. We currently have seven franchised locations
operated by independent franchisees.

Our executive offices are located at 3532 Irvin Simpson Road, Mason, Ohio 45040
and our telephone number is: 513-398-4344. We are a Delaware corporation which
was incorporated in 1993.

RISK FACTORS

The risks described below address some of the factors that make an
investment in our common stock risky.

WE HAVE A SHORT OPERATING HISTORY BY WHICH YOU CAN EVALUATE OUR BUSINESS AND
PROSPECTS AND HAD A LOSS IN 1997 AND IN THE QUARTER ENDED MARCH 31, 1999.

We were incorporated in 1993 and have a limited operating history from
which to evaluate our business and prospects. We had a loss of $27,855 in 1997
and loss of $48,058 in the quarter ended March 31, 1999.

THERE IS NO MARKET FOR OUR COMMON STOCK

Our common stock does not currently trade on any organized securities
market. There is no assurance that it will ever trade. You may not be able to
sell the shares easily if no market develops for the shares.

<PAGE> 5

USE OF PROCEEDS

No assurance can be given that any or all of our warrants will be
exercised. Accordingly, as far as can be determined as of the date of the
prospectus, the proceeds we will receive upon any exercise of warrants, be used
for general corporate purposes and for working capital which may include payment
of salaries, rent, marketing and opening of additional company owned stores.
Such proceeds would aggregate $950,000 if all the warrants were exercised in
full.

MARKET FOR THE SHARES

There is no public market for our common stock. We will seek to have
our common stock traded on the over-the-counter market and quoted on the OTC
Bulletin Board. There can be no assurance that a market will develop or be
maintained or that our stock will be quoted on the OTC Bulletin Board.

We currently have 38 record holders of our common stock.

DIVIDEND POLICY

We have not paid any dividends on our common stock, and it is not
anticipated that any dividends will be paid in the foreseeable future. The Board
of Directors intends to follow a policy of using retaining earnings, if any, to
finance the growth of the company. The declaration and payment of dividends in
the future will be determined by the Board of Directors in light of conditions
then existing, including the company's earnings, financial condition, capital
requirements and other factors.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Year ended December 31, 1998 compared to year ended December 31, 1997.

The Company recorded a net profit of $26,844 or $.004 per share for
1998 as compared to a net loss of $27,855 for 1997.

REVENUES

On September 30, 1998 the Company acquired ownership of the Pick-Ups
Plus prototype store. Accordingly, revenues and expenses of that store have been
included in the Company's fiscal 1998 operations from that date. The acquisition
was made under purchase method of accounting. The sales at the store from the
date of acquisition were $205,217. Revenues from the Company's franchised
operations was $97,702 in 1998 compared to $25,000 in 1997.

The following table sets forth the components of the Company's
franchise revenues for 1998 and 1997.

1998 1997
---- ----

Franchise Fees $70,000 $25,000
Royalties $27,702 -0-

<PAGE> 6

COSTS AND EXPENSES

General administrative and selling expenses increased by $88,774.
Increase is generally made up of the following:

Increased expenses associated with adding the retail store operation
and increased advertising, promotion and legal and professional fees
resulting from expanding operations and preparing for a stock offering.

LIQUIDITY AND CAPITAL RESOURCES

In March 1999 we secured a $100,000 line of credit from Huntington
Bank which carries interest at 7 1/2% per year and is repayable on July 31,
1999. We anticipate extending this line.

The Company is not aware of any trend or event which would potentially
adversely affect its liquidity. In the event such a trend would develop,
management believes that the Company has sufficient funds available to satisfy
the working capital needs of its business.

RISKS ASSOCIATED WITH YEAR 2000 PROBLEM

Computer systems and software used by many companies may need to be
upgraded to accept four digit entries to distinguish 21st century dates from
20th century dates. Like most other companies using computers in their
operations, we need to ensure that its operations will not be adversely impacted
by software or system failures related in the Year 2000 problem. We have
reviewed our internal computer and related information and operational systems
to assure Year 2000 compliance and the consequences of incomplete or untimely
resolution of the Year 2000 problem will not have a material adverse effect on
our business, financial condition and results of operations in any given year.
However, even if our internal systems are not materially affected by the Year
2000 problem, our business, financial condition and results of operations could
be materially adversely affected if the businesses with which we interact are
disrupted by Year 2000 problems. We have discussed this matter with those
businesses with which we are most dependent and have been assured that no
material disruptions are anticipated.

BUSINESS

BACKGROUND

In 1993, Fitzgerald Urethanes, Inc. opened a retail store for trucks
and sports utility vehicle accessories in suburban Cincinnati, Ohio, which did
business as Pick-Ups Plus. John Fitzgerald founded Mr. Pickup Co. in February,
1993 to act as a franchisor of similar stores and changed its name to Pick-Up
Plus, Inc. in 1994. We sold our first franchise, located in Florence, Kentucky,
in 1996. The following year, two more franchises were sold, one in South Bend,
Indiana and the other in Des Moines, Iowa. In 1998, we

<PAGE> 7

added three new franchises, one in Portland, Oregon, and two in Pittsburgh,
Pennsylvania. We currently have seven (7) franchised locations operated by six
(6) independent franchisees.

On September 30, 1998, we acquired the Pick-Ups Plus prototype store
from Mr. Fitzgerald in order to consolidate its operations with that of the
franchise system. We are a Delaware corporation with our executive offices
located at 3532 Irwin Simpson Road, Mason, Ohio 45040. Our telephone number is:
513-398-4344.

OUR FRANCHISE SYSTEM

THE TYPICAL FRANCHISE UNIT. While each store within our franchise
system is unique in many aspects, there are in fact more similarities than
differences from one franchise unit to the next. This section presents an
profile of the "typical" store within the Pick-Ups Plus system.

FACILITIES. The Picks-Ups Plus store is designed and merchandised to be
a "toy store for pick-up truck and sports utility vehicle enthusiasts." Products
are displayed for maximum appeal, profitability, and traffic flow. The typical
store features approximately 4,000 square feet of space, with 1,500 feet devoted
to the retail showroom, 2,000 feet to the installations facility, and 500 feet
for storage, common area, and office use.

PRODUCTS AND SERVICES

ACCESSORIES - With 4,000 square feet of space, the typical Pick-Ups
Plus store offers a variety of merchandise to accessorize trucks and sports
utility vehicles. Popular product categories include: Grille Accessories,
Running Boards, Chrome Light Bars, Fiberglass Fender Flares, Ladder Racks, Bug
Guards, Heavy-duty Floormats, Oversized Visors, Headlight Covers, Toolboxes, Bed
Liners, Caps and Step Bars.

INSTALLATION - Each store's installation service is an important profit
center. Products typically installed by the stores include: Running Boards, Bug
Shields and Tonnue Tops.

STAFFING. The franchisee is on-site during the vast majority of, if not
all, hours of operation. He has the ultimate responsibility over all operations
and direct responsibility for marketing, financing, human

<PAGE> 8

resources and purchasing. He also is active with in-store selling,
merchandising, and customer service. The typical owner-operator takes his
compensation in the form of the store's distributed profits.

In addition to the franchisee, a typical store employs three full-time
associates who manage in-store sales and customer service. The sales associates
are trained in customer-oriented selling techniques and must remain
highly-informed regarding all of the stores products and services.

MARKETING AND ADVERTISING. The Company's most important marketing
activities take place within the stores themselves. Products are merchandised
for maximum appeal and in accordance with in-store traffic. Uniformed and highly
trained sales associates remain constantly available to help customers with
product selection, turning browsers into buyers.

Store-level advertising efforts are supplemented by advertisements
developed and placed by the franchiser. Store-initiated advertising utilizes
print media, radio, and local TV.

Pick-Ups Plus stores generate maximum productivity from their client
bases by maintaining detailed information about all past and current customers.
Mailings are sent regularly to these customers promoting new products and
services or other special promotions. Promotional post cards are sent to
acquired lists of new truck and sport utility vehicle owners in the market
areas.

FRANCHISEE FEES. The fee for the rights to establish a Pick-Ups Plus
franchise is $25,000, payable upon the signing of the franchise agreement and
before the commencement of training or franchise operations. Royalties, equal to
6% of the franchisee's previous week's sales, are paid on a weekly basis.

OTHER RESPONSIBILITIES. To insure the success of its franchisees and
the system in general, the Company requires that its franchisees meet certain
additional requirements. These include the allocation of minimum marketing
budgets (at least $1,500 per month or 4% of gross sales, whichever is larger)
and the acquisition of proper insurance coverage (including a minimum of $1
million coverage each for general aggregate, product, and personal injury
coverage).

<PAGE> 9

COMPANY SUPPORT

MARKET-TESTED PRODUCTS AND OPERATIONS APPROACH - Since 1993, the
Company and its predecessor company have refined all aspects of store
operations, including merchandising, product/service mix, and promotional
materials. A 187 page operations manual covering all aspects of operations
serves as the franchisee's first source of reference for operational questions.

TRAINING - The Company's franchisees receive 18 days of intensive
training and orientation. Training covers all aspects of operations including:
Store Operations, Ordering Inventory, Inventory Control, Installation of
Products Sold, Store Maintenance and Merchandising (In-Store Training), Office
Procedures, Forms, Ordering Items (In-Store Training), Sales Training, and
Dealing with Customers and Employees.

CONTINUED MANAGEMENT SUPPORT - Support efforts include regular
operational visits and phone consultations from Mr. Fitzgerald and other support
professionals. Helpful management information is also distributed through
regular educational seminars, conferences, bulletins, and newsletters. The
Company hosts a very sophisticated Web Site that all franchisees have access to.
On the Web Site (www.pickups- plus.com), the franchisee can exchange sales tips,
installation tips, information about other franchise stores and managers, and
supplier information. Additionally, the Web Site gives the franchisees the
ability to communicate directly with the franchiser and other franchisees
through an on-line mailbox system.

CONTINUED MARKETING SUPPORT - Franchisees benefit from marketing
developed and placed by the Company. This corporate marketing creates awareness
and positive perceptions that are then amplified by the franchisees' own local
marketing efforts. The Company's franchisees benefit from the affiliation with a
larger, recognizable organization.

BUYING POWER - Through its favorable vendor relationships, the Company
enables its franchisees to purchase items in small quantities at significant
discounts normally reserved for volume purchases. No franchisee is required to
purchase any products from the Company.

<PAGE> 10

SITE SELECTION - The Company offers assistance in site selection
includes market analysis, specific site evaluation, and lease negotiation.

STORE OPENING - The Company assists its franchisees in designing,
laying out, and merchandising their stores. It identifies preferred vendors for
fixtures, insurance, and other pre-opening requirements. Finally, the Company
provides on-site store opening assistance for the first week of operations.

FRANCHISE AGREEMENT - The initial term of the franchise agreement is
five (5) years and may be renewed by the franchisee for an additional five (5)
years. The Company may terminate a franchise agreement in the event the
franchisee breaches the terms of the franchise agreement.

STORE LOCATIONS

We have one company-owned store located in Ohio.

The following table sets forth the locations of the franchised stores
as of the date hereof: Number of

State Franchised Stores
----- -----------------

Indiana 2
Oregon 1
Pennsylvania 2
Kentucky 1
Iowa 1

FRANCHISE MARKETING

Our marketing strategy for franchise sales is based on the sale of
individual franchise stores to business-minded individuals. The Company does not
have any area development agreements to open multi- store franchises. We believe
that the market for Pick-ups Plus stores is nationwide. We seek franchisees by
attendance at franchise and business opportunity shows, advertising in national
publications and our World Wide Web site.

<PAGE> 11

COMPETITION

Franchising - We compete directly with many other local and national
franchisors which are also seeking to sell their franchises or business
opportunities to prospective franchisees. We are aware of only one other
franchiser of truck accessory stores, Trucking America, Inc. of Winston-Salem,
N.C.

Merchandise - Our franchisees compete against local auto parts stores,
specialized truck accessory stores and national auto parts chains such as
AutoZone, Pep Boys and Discount Auto Parts. Major retailers, such as Wal-Mart,
K-Mart and Sears also offer a limited selection of truck accessories. Truck
enthusiast magazines and catalogs carry extensive advertisements of products
available by mail order. The World Wide Web is a rapidly growing source of
merchandise, including truck accessories.

Our franchisees generally compete on the basis of an extensive product
selection and the availability of installation services.

TRADE NAMES AND SERVICE MARKS

We currently hold a Federal trademark registration for PICK-UPS PLUS
which was issued in 1995. In addition, we hold copyrights in connection with all
of our training manuals and materials which it considers proprietary. We are not
aware of any current use of similar marks.

REGULATION

The offer and sale of franchises is subject to extensive federal and
state laws and substantial regulation under such laws by government agencies,
including the Federal Trade Commission and various state authorities. Pursuant
to FTC regulations, we are required to furnish to prospective franchisees a
current franchise offering disclosure document containing information prescribed
by the FTC. We use Uniform Franchise Offering Circulars to satisfy this
disclosure obligation. In addition, in certain states, we are required to
register or file with such states and to provide prescribed disclosures. We are
required to update its offering disclosure documents to reflect the occurrence

<PAGE> 12

of material events. The occurrence of any such events may from time to time
require the Company to cease offering and selling franchises until the
disclosure document relating to such franchising business is updated. There can
be no assurance that we will be able to update its disclosure documents (or in
the case of any newly acquired franchising business, prepare an adequate
disclosure document) or become registered in certain states in a time frame
consistent with its expansion plans, that it will not be required to cease
offering and selling franchises or that we will be able to comply with existing
or future franchise regulation in any particular state, any of which could have
an adverse effect on the Company.

We are also subject to a number of state laws that regulate certain
substantive aspects of the franchiser-franchisee relationship, such as
termination, cancellation or non-renewal of a franchise (including requirements
that "good cause" exist as a basis for such termination and that a franchisee be
given advance notice of and a right to cure a default prior to termination) and
may require the franchiser to deal with its franchisees in good faith, prohibit
interference with the right of free association among franchisees, and regulate
discrimination among franchisees in charges, royalties or fees. If we are unable
to comply with the franchise laws, rules and regulations of a particular state
relating to offers and sales of franchises, we will be unable to engage in
offering or selling franchises in or from such state. Amendments to existing
statutes and regulations, adoption of new statutes and regulations and the
Company's expansion into new states and foreign jurisdictions could require us
to continually alter methods of operations at costs which could be substantial.

We believe that we are in substantial compliance with all of the
foregoing federal and state franchising laws and the regulations promulgated
thereunder and has obtained all licenses and permits necessary for the conduct
of its business. Failure to comply with such laws and regulations in the future
could subject the Company to civil remedies, including fines or injunctions, as
well as possible criminal sanctions, which would have a material adverse effect
on us.

<PAGE> 13

Our retail operations and those of its franchisees are also subject
to various federal, state and local laws affecting their retail businesses,
including state and local licensing, labor, wage and hour, zoning, land use,
construction and environmental regulations and various safety and other
standards. The failure of the Company or its franchisees to comply with
applicable regulations could interrupt the operations of the affected franchise
or otherwise adversely affect the franchise or the Company.

EMPLOYEES

As of the date hereof, we employ 7 persons (of which 5 are full-time
employees). None of the Company's employees are covered by a collective
bargaining agreement. We believe that our employee relations are satisfactory.

PROPERTIES

We lease our principal executive office, located in Mason, Ohio, at an
annual rent of $9,600 and with an expiration date of May 2001. The Company-owned
store in Sharonville, Ohio is leased at an annual rent of $26,400 and with an
expiration date of April 1, 2002.

MANAGEMENT

OUR DIRECTORS AND EXECUTIVE OFFICERS ARE:

Name Age Position
---- --- --------

John Fitzgerald 55 President and Director

Sean Fitzgerald 28 Vice President - Store Operations

Erin Schueler 29 Secretary and Franchise Coordinator

Dave McConnell 43 Director

Joseph Lamble 58 Director

SEAN FITZGERALD is the son of John Fitzgerald. Erin Schueler is his
daughter.

JOHN FITZGERALD is the founder of the Company, which was incorporated
in 1993, and the founder of its predecessor company, Fitzgerald Urethanes, Inc.,
which was incorporated in May, 1987. A graduate of the University of Ft.
Lauderdale with a Bachelor's in Marketing, he has 30 years experience in sales
and

<PAGE> 14

marketing and 15 years experience in management. His experience includes the
following positions: International Urethane Director for H.C. Price from 1976 to
1978; Eastern Sales Manager for Foam Systems from 1978 to 1984; and, Regional
Salesman for Owens-Corning Fiberglass from 1972 to 1976. He owned and operated
Reaction Plastics, a small manufacturing company, which he sold in 1994 to
finance the franchising efforts of the Company. Mr. Fitzgerald is primarily
responsible for coordinating the expansion of the Company. He has direct
responsibility for the management of franchise operations and the supervision of
the company owned store. As such, he is responsible for the development of
marketing strategies and new product lines. He has been President and a director
since 1993.

SEAN FITZGERALD is a graduate of the University of Cincinnati with a
Bachelors degree in Marketing. He has been with the Company and its predecessor
company since its inception in 1993. Mr. Fitzgerald is primarily responsible for
overseeing the daily operations of the company store, training franchisees on
store operations and maintaining ongoing contact with franchisees to assist in
their daily operation. Mr. Fitzgerald also oversees all advertising and
marketing programs for the stores.

ERIN SCHUELER is a graduate of Ohio University with a Bachelors in
Communications. She has been involved with the Company and its predecessor
company since its inception in 1993. As Director of Business Operations, Ms.
Schueler's primary responsibilities include overseeing the daily operations of
the corporate office, accounts payable and receivables, personnel and assisting
with franchise sales, training and maintaining ongoing contact with franchisees
to assist in their business operations.

DAVE MCCONNELL is the owner of two Pick-Ups Plus franchises. Mr.
McConnell is an undergraduate of Robert Morris College with a Bachelors in
Business Administration. He received his Masters of Business Administration from
Carnegie Mellon University. Mr. McConnell has been the CEO and founder of
Legendary Motor Works, a manufacturer of custom sports cars, since 1991. He was
elected a Company director in September 1998.

<PAGE> 15

JOSEPH LAMBLE received his MBA from California Coast University. He has
been the CEO of Frannet Mid-America, a national group of franchise consultants
since January 1994. Mr. Lamble coauthored the franchise textbook, FRANCHISING
101, in addition to consulting with many out-placement offices in Indiana. Mr.
Lamble serves on the SCORE chapter of the SBA. He was elected as a Company
director in September 1998.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table set s forth the total compensation paid to our
chief executive officer for the last three completed fiscal years. No executive
officer of the company received compensation of $100,000 or more during any such
year.

NAME AND PRINCIPAL POSITION YEAR TOTAL INCOME OTHER ANNUAL OTHER ANNUAL

BONUS COMPENSATION
- --------------------------- ---- ------------ ------------ ------------
<S> <C> <C> <C> <C>
JOHN FITZGERALD, PRESIDENT 1996 $ -0- -0- -0-
1997 $ -0- -0- -0-
1998 $18,000 -0- -0-
</TABLE>

We do not have any long term compensation plans or stock option plans.

DIRECTOR COMPENSATION

No other fees are paid for director services. We paid 25,000 shares
of its common stock to each of Joseph Lamble and Dave McConnell for serving as
directors.

EMPLOYMENT AGREEMENTS

We do not have any written employment agreements.

<PAGE> 16

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 5, 1999, the beneficial
ownership of our 6,609,100 outstanding shares of common stock by (1) the only
persons who own of record or are known to own, beneficially, more than 5% of
our common stock; (2) each director and executive officer of the Company; and
(3) all directors and officers as a group.

Number of
Name Shares Percent(1)
---- --------- ----------

John Fitzgerald 5,580,000 84.4%

Sean Fitzgerald 90,000 *

Erin Schueler 50,000 *

Dave McConnell (2) 97,500 *

Joseph Lamble 25,000 *

All officers and directors
as a group (5 persons) 5,842,500 88.4%

(1) Based upon 6,609,100 shares outstanding as of April 5, 1999.
(2) Includes 47,500 which may be acquired on the exercise of stock
purchase warrants. Excludes 25,000 shares owned by and 47,500
shares which may be acquired by the exercise of stock purchase
warrants by Mr. McConnell's wife.

* Less than 2%.

INDEMNIFICATION

Our Certificate of Incorporation limits the liability of Directors to
the maximum extent permitted by the Delaware General Corporation Law, Delaware
law provides that the directors of the corporation will not be personally liable
to such corporation or its stockholders for monetary damages for breach of their
fiduciary duties as directors, except for liability (i) for any breach of their
duty of loyalty to the corporation or its stockholders; (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law; (iii) for unlawful payments of dividends or unlawful stock

<PAGE> 17

repurchases or redemptions as provided in Section 174 of the Delaware General
Corporation Law; or (iv) for any transaction from which the director derives an
improper personal benefit. The Company's By-Laws provide that the Company shall
indemnify its Directors and officers to the fullest extent permitted by Delaware
law and permit the Company to advance expenses to such Directors and officers to
defend any action for which rights of indemnification are provided. The By-Laws
also permit the Company to grant such rights to its employees and agents.

INDEMNIFICATION AGAINST PUBLIC POLICY

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or person controlling the
company, the company has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is therefore unenforceable.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In September 1998, we acquired our franchise system's prototype store
from a corporation owned by John Fitzgerald, our President, a director and
majority shareholder.

The acquisition was for 144,000 shares of our common stock. Mr.
Fitzgerald owned the store since 1993. In addition, we assumed liabilities of
$5,603 as of the closing.

PLAN OF DISTRIBUTION/SELLING SECURITY HOLDERS

Plan of distribution

The shares offered hereby may be sold from time to time directly by the
selling security holders. Alternatively, these Selling Security Holders may from
time to time offer the shares through underwriters, dealers or agents. The
distribution of the shares by the selling security holders may be effected in
one or more transactions that may take place on the over-the-counter market in
the event a trading market is established on the over-the-counter market,
including:

* ordinary broker's transactions,

<PAGE> 18

* privately-negotiated transactions or

* through sales to one or more broker-dealers for resale, at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Customary or
specifically negotiated brokerage fees or commissions may be paid by
the selling

security holders in connection with such sales of shares. The shares offered by
the selling security Holders may be sold by one or more of the following
methods, without limitations:

* a block trade in which a broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;

* purchases by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this Prospectus;

* ordinary brokerage transactions and transactions in which the broker
solicits purchasers, and

* face-to-face transactions between sellers and purchasers without a
broker-dealer.

In effecting sales, brokers or dealers engaged by the selling security
holders may arrange for other brokers or dealers to participate. The selling
security holders and intermediaries through whom such shares are sold may be
deemed "underwriters" within the meaning of the Securities Act of 1933 with
respect to the shares offered, and any profits realized or commissions received
may be deemed underwriting compensation.

At the time a particular offer of shares is made by or on behalf of a
selling security holder, to the extent required, a prospectus will be
distributed which will set forth the number of shares being offered and the
terms of the offering, including the name or names of any underwriters, dealers
or agents, if any, the purchase price paid by any underwriter for shares
purchased from the selling security holder and any discounts, commissions or
concessions allowed or reallowed or paid to dealers and the proposed selling
price to the public.

The following security holders may offer shares of common stock
issuable upon exercise of warrants.

<PAGE> 19

Except as indicated below, none of the selling security holders having any
affiliation with the Company other than as security holders:

NAME NUMBER OF NUMBER OF SHARES NUMBER OF
SHARES AND WHICH MAY BE SHARES TO BE
WARRANTS OFFERED PURSUANT TO OWNED AFTER THE
OWNED THIS PROSPECTUS OFFERING*
<S> <C> <C> <C>
Alan Whitney 36,250 23,750 12,500
Maureen Whitney 36,250 23,750 12,500
Mary Ann Rack 145,000 95,000 50,000
David W. McConnell (1) 72,500 47,500 25,000
Cheryl A. McConnell (2) 72,500 47,500 25,000
Judith A. Taft 145,000 95,000 50,000
Jude T. Fitzgerald 14,500 9,500 5,000
Jean M. Cotter 29,000 19,000 10,000
Regina Daly 14,500 9,500 5,000
George Schwoeppe 29,000 19,000 10,000
Peggy Schwoeppe 29,000 19,000 10,000
Francis J. Smith 72,500 47,500 25,000
Nora C. Smith 72,500 47,500 25,000
Carl G. Chiarenza 29,000 19,000 10,000
Anne Kelly 14,500 9,500 5,000
Brett Butterman 87,000 57,000 30,000
Albert Ipsa 29,000 19,000 10,000
Donald P. Visco, Jr. 21,750 14,250 7,500
Donald P. Visco 21,750 14,250 7,500
Robert A. Eaves 72,500 47,500 25,000
Karen P. Eaves 72,500 47,500 25,000
Edward Roach 36,250 23,750 12,500
Elizabeth J. Cronin 36,250 23,750 12,500
John A. O'Neil 29,000 19,000 10,000
Donna R. O'Neil 29,000 19,000 10,000
Elaine O'Neil 36,250 23,750 12,500
John J. O'Neil 36,250 23,750 12,500
Raymond A. Dufour 36,250 23,750 12,500
Patricia A. Dufour 36,250 23,750 12,500
Dennis Olden 58,000 38,000 20,000
</TABLE>

(1) A director of the Company.
(2) Spouse of a director of the Company.

* Assuming all Shares are sold.

<PAGE> 20

DESCRIPTION OF SECURITIES

Common Stock

We are authorized to issue 50,000,000 shares of common stock with $.001
par value. The holders of the common stock are entitled to one vote per each
share held and have the sole right and power to vote on all matters on which a
vote of stockholders is taken. Voting rights are non-cumulative. The holders of
shares of common stock are entitled to receive dividends when, as and if
declared by the Board of Directors, out of funds legally available therefore and
to share pro-rata in any distribution to stockholders. We anticipate that any
earnings will be retained for use in our business for the foreseeable future.
Upon liquidation, dissolution, or winding up of the company, the holders of the
common stock are entitled to receive the net assets held by the company after
distributions to the creditors. The holders of common stock do not have any
preemptive right to subscribe for or purchase any shares of any class of stock.
The outstanding shares of common stock and the shares offered hereby will not be
subject to further call or redemption and will be fully paid and non-assessable.
Preferred Stock

The Board of Directors has the authority to cause the company to issue
without any further vote or action by the stockholders, up to 5,000,000 shares
of preferred stock, in one or more series, and to designate the number of shares
constituting any series, and to fix the rights, preferences, privileges and
restrictions thereof, including dividend rights, voting rights, rights and terms
of redemption, redemption price or prices and liquidation preferences of such
series. The issuance of preferred stock may have the effect of delaying,
deferring or preventing a change in control of the company without further
action by the stockholders. The issuance of preferred stock with voting and
conversion rights may adversely affect the voting power of the holders of common
stock, including the loss of voting control. No preferred stock is outstanding
as of the date hereof.

<PAGE> 21

LEGAL MATTERS

The validity of the shares offered hereby is being passed upon for the
Company by Joel Bernstein Esq., P.A., Miami, Florida.

EXPERTS

The financial statements appearing in this prospectus and registration
statement have been audited by Robert J. White, CPA, independent certified
public accountants, as set forth in their report thereon appearing elsewhere
herein and in the registration statement, and are included in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission a
registration statement on Form SB-2 under the Securities Act with respect to the
securities being offered. This prospectus, filed as a part of the registration
statement, does not contain certain information contained in or annexed as
exhibits to the registration statements. Reference is made to exhibits to the
registration statement for the complete text. For further information with
respect to the Company and the securities hereby offered, reference is made to
the registration statement and to the exhibits filed as part of it, which may be
inspected and copied at the public reference facilities of the commission in
Washington D.C., and at the Commission's regional offices at

* 500 West Madison Street, Chicago, IL 60604;

* 7 World Trade Center, New York, NY 10048;

* and 5757 Wilshire Boulevard, Los Angeles, CA 90034;

* and copies of such material can be obtained from the Public Reference Section
of the Commission, 450 5th Street, N.W., Washington, D.C. 20549, at
prescribed rates and are available on the World Wide Web at:
http://www.sec.gov.

<PAGE> 22

PICK-UPS PLUS, INC.

FINANCIAL STATEMENTS

MARCH 31, 1999 AND 1998

<PAGE> 23

INDEX TO FINANCIAL STATEMENTS

PAGE
----

<S> <C>
INDEPENDENT AUDITOR'S REPORT 1

BALANCE SHEETS 2

STATEMENTS OF OPERATIONS 3

STATEMENTS OF SHAREHOLDERS' EQUITY 4

STATEMENTS OF CASH FLOWS 5

NOTES TO FINANCIAL STATEMENTS 6-11

</TABLE>

<PAGE> 24

ROBERT L. WHITE

CERTIFIED PUBLIC ACCOUNTANT
988 OHIO PIKE, SUITE #2
CINCINNATI, OHIO 45245
- --------------------------------------------------------------------------------
PHONE (513) 943-1040
FAX (513) 943-7760

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and
Stockholders of Pick-Ups Plus, Inc.

We have compiled the accompanying balance sheets of Pick-Ups Plus, Inc. (A
Delaware Corporation) as of March 31, 1999 and December 31, 1998, and the
related statements of operation, shareholders' equity and cash flows for the
three months then ended, March 31, 1999 and 1998, in accordance with Statements
on Standards for Accounting and Review Services issued by the American Institute
of Certified Public Accountants.

A compilation is limited to presenting in the form of financial statements,
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.

Robert L. White, CPA

June 20, 1999

<PAGE> 25

PICK-UPS PLUS, INC.
BALANCE SHEETS
MARCH 31, 1999 AND DECEMBER 31, 1998

ASSETS
1999 1998
---- ----
<S> <C> <C>
Current Assets
Cash in Bank $ 7,539 $ 37,113
Accounts Receivable 35,046 21,508
Inventory 59,877 36,630
--------- ---------
$ 102,462 $ 95,251
Property & Equipment
Furniture, Fixtures & Equipment 5,550 5,000
Less: Accumulated Depreciation (429) (179)
--------- ---------
5,121 4,821
Other Assets
Franchise Development Costs 84,811 84,811
--------- ---------

Total Assets $ 192,394 $ 184,883
========= =========

LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable $ 30,987 $ 4,302
Federal Tax Payable 2,679 2,895
Notes Payable 55,281 35,281
--------- ---------

Total Liabilities $ 88,947 $ 42,478

Stockholders' Equity
Common Stock, $0.001 Par,
50,000,000 Shares Authorized,
6,609,100 Shares Issued At
March 31, 1999 6,600,000 Issued
At December 31, 1998 6,609 6,600
Additional Paid In Capital 128,491 119,400
Retained Earnings (31,653) 16,405
--------- ---------

Total Stockholders' Equity 103,447 142,405
--------- ---------
Total Liabilities &
Stockholders' Equity $ 192,394 $ 184,883
========= =========

</TABLE>

See accompanying notes and accountant's report.

<PAGE> 26

PICK-UPS PLUS, INC.
STATEMENTS OF OPERATION
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998

<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Revenue

Retail Sales $ 205,971 -0-
Franchise Fees & Royalties 15,755 $ 29,820
----------- --------
$ 221,726 $ 29,820

Cost of Sales 131,328 -0-
----------- --------

Gross Profit 90,398 29,820

Selling, General &
Administrative Expenses 141,351 19,541
----------- --------

Total Expenses 141,351 19,541
----------- --------
Net Income (Loss) Before
Provision for Income Tax $ (50,953) $ 10,279

(Provision) Benefit For
Income Taxes 2,895 (1,542)
----------- --------

Net Income (Loss) $ (48,058) $ 8,737
=========== ========

Basic & Diluted Earnings (Loss)
Per Common Share $ (.01) $ 8,737

Weighted Average Common
Shares Outstanding 6,607,825 1

</TABLE>

See accompanying notes and accountant's report.

<PAGE> 27

PICK-UPS PLUS, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998

<TABLE>
<CAPTION>
Common Stock Additional Accumulated Total
------------ Paid In Earnings Shareholders'
Shares Amount Capital (Deficit) Equity (Deficit)
------ ------ ------- --------- ----------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1997 1 $ 500 $ 60,000 $(10,949) $ 49,551
Net Income For The Three
Months Ended March 31, 1998 8,737 8,737
--------- ------ -------- -------- ---------
Balance at March 31, 1998 1 $ 500 $ 60,000 $ (2,212) $ 58,288

Issuance of Common Stock In
Share Expansion (Note 8) 5,465,999 4,966 9,900 14,866
Issuance of Common
Directors & Officers (Note 8) 190,000 190 190
Issuance of Common Stock
For Consulting Services
(Note 8) 300,000 300 300
Issuance of Common Stock
For Assets (Note 3) 144,000 144 144
Issuance of Common Stock
For Cash (Note 7) 500,000 500 49,500 50,000

Net Income For The Period
Of April 1, 1998 Through
December 31, 1998 18,617 18,617
--------- ------ -------- -------- ---------
Balance at
December 31, 1998 6,600,000 $6,600 $119,400 $ 16,405 $ 142,405

Issuance of Restricted Common
Stock In The First Quarter 1999 9,100 9 9,091 9,100
Net Loss For The Three
Months Ended March 31, 1998 (48,058) (48,058)
--------- ------ -------- -------- ---------

Balance at March 31, 1999 6,609,100 $6,609 $128,491 $(31,653) $ 103,447
========= ====== ======== ======== =========

</TABLE>

See accompanying notes and accountant's report.

<PAGE> 28

PICK-UPS PLUS, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998

1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (Loss) For The Period $(48,058) $ 8,737

Adjustments To Reconcile Net Income
To Net Cash Provided By (Used In)
Operating Activities:
Depreciation 250 -0-

(Increase) Decrease In Assets:
Accounts Receivable (13,538) (3,241)
Inventory (23,247) -0-
Increase (Decrease) In Liabilities:
Accounts Payable 26,685 17,922
Federal Taxes Payable (2,895) 1,542
Sales Tax Payable 2,679
-------- --------

TOTAL ADJUSTMENTS (10,066) 16,223
-------- --------

NET CASH CASH PROVIDED (USED)
BY OPERATING ACTIVITIES (58,124) 24,960
-------- --------
CASH FLOWS FROM
FINANCING ACTIVITIES
Common Stock Issued $ 9 $ -0-
Paid In Capital Contributed 9,091 -0-
Purchase of Property & Equipment (550) -0-
Proceeds From Notes Payable 20,000 -0-
-------- --------

NET CASH PROVIDED (USED)
BY FINANCING ACTIVITIES 28,550 -0-
-------- --------

NET INCREASE (DECREASE) IN CASH $(29,574) $ 24,960

CASH BEGINNING OF PERIOD 37,113 21
-------- --------

CASH END OF PERIOD $ 7,539 $ 24,981
======== ========

</TABLE>

See accompanying notes and accountant's report.

<PAGE> 29

PICK-UPS PLUS, INC.
NOTES TO THE FINANCIAL STATEMENT
MARCH 31, 1999 AND 1998

NOTE 1 BUSINESS DESCRIPTION

Pick-Ups Plus, Inc. operates and franchises retail automotive parts and
accessories stores catering to the light truck market, which is the fastest
growing segment of the motor vehicle market in the United States. The Company
has six stores operated by franchisees and one Company owned store. Subject to
the availability of financing, the Company intends to pursue an aggressive
expansion strategy by opening additional company-owned and franchise locations.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principals of Presentation

The financial statements have been prepared in accordance with generally
accepted accounting principles.

Method of Accounting

The Company uses the accrual method of accounting for financial statement
reporting. Under this method, revenue is recognized when earned and expenses are
recognized when incurred.

Accounts Receivable

The Company expects to collect all outstanding receivables; accordingly, no
allowance for doubtful accounts is required.

Inventory

Inventory is valued at the lower of cost or market using the first in - first
out method.

Property & Equipment

Property and equipment are carried at cost. Depreciation of property and
equipment is computed on a straight-line basis, generally over the estimated
useful lives of the assets or, when applicable, the life of the lease, whichever
is shorter.

<PAGE> 30

PICK-UPS PLUS, INC.
NOTES TO THE FINANCIAL STATEMENT
MARCH 31, 1999 AND 1998

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONT'D)

Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes," which requires recognition of deferred tax
liabilities and assets for the expected future tax consequences of events that
have been included in the financial statements or tax returns. Under this
method, deferred tax liabilities and assets are determined based on the
temporary difference between the financial statement and tax basis of assets and
liabilities using presently enacted tax rates in effect. Valuation allowances
are established when necessary to reduce deferred tax assets to the amount
expected to be realized.

Net Loss Per Share

The Company computes net income or loss per share in accordance with SFAS No.
128, "Earnings Per Share" which requires dual presentation of basic earnings per
share ("EPS") and diluted EPS.

Basic earnings per share is computed using the weighted average number of common
shares outstanding during the period. Diluted earnings per share is computed
using the weighted average number of common shares and potentially dilutive
shares outstanding during the period. The company has 950,000 warrants
outstanding at March 31, 1999, which could potentially dilute basic earnings per
share in the future, but have not been included in the computation of diluted
net income per share, as the impact would have been antidilutive for the periods
presented.

Business Risk

Business risks include the following:

Competition - Many of the Company's current and potential competitors have
longer operating histories, larger customer bases and greater financial,
marketing and other resources than the Company. Increased competition may result
in reducing operating margins and impact market share.

Risks Associated With Brand Development - The Company intends to continue to
pursue an aggressive brand-enhancement strategy, which will include mass market
and multimedia advertising, promotional programs and public relations
activities. To increase awareness of the Pick-Ups Plus, Inc. brand and expand it
to a wide range of products and services, the Company will need to continue to
spend significant amounts on advertising and promotions. These expenditures may
not result in a sufficient increase in revenues to cover such advertising and
promotions expenses.

<PAGE> 31

PICK-UPS PLUS, INC.
NOTES TO THE FINANCIAL STATEMENT
MARCH 31, 1999 AND 1998

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONT'D)

Concentration of Credit Risk

Financial instruments which potentially subject the company to concentrations of
credit risk are principally bank deposits and accounts receivable. Cash and cash
equivalents and bank deposits are deposited with high credit quality financial
institutions. Accounts receivable typically represent credit card purchases and
are derived from the revenues earned from customers in the U.S. and are
denominated in U.S. dollars. Accounts receivable balances are typically settled
through customer credit cards and, as a result, the majority of accounts
receivable are collected upon processing of credit card transactions. The
company maintains an allowance for uncollectible accounts based upon the
expected collectibility of accounts receivable.

NOTE 3 BUSINESS COMBINATION

Effective September 30, 1998, Pick-Ups Plus, Inc. entered into an asset purchase
agreement with a related party to acquire a retail store in Cincinnati, Ohio,
for 144,000 shares of the Company's common stock, the assumption of certain
obligations totaling approximately $5,630. The company has recorded the
acquisition using the purchase method of accounting as follows:

<TABLE>
<S> <C>
Assets acquired $ 41,630
Liabilities assumed 5,630
--------

Acquisition price of assets $ 36,000
========
</TABLE>

The following unaudited pro forma data summarizes the results of operations of
the Company for the three months ended March 31, 1999, as if the acquisition had
been completed on January 1, 1998. The pro forma data gives effect to the actual
operating results prior to acquisition. The pro forma results do not purport to
be indicative of the results that would have actually been achieved if the
acquisition had occurred on January 1, 1998, or that may be achieved in the
future.

<TABLE>
<S> <C>
Sales $ 216,755
Net Income $ 12,379
Basic Net Income Per Share $ .09
Weighted Average Common
Shares Outstanding 144,001

</TABLE>

<PAGE> 32

PICK-UPS PLUS, INC.
NOTES TO THE FINANCIAL STATEMENT
MARCH 31, 1999 AND 1998

NOTE 4 LEASE OBLIGATIONS

The Company is obligated presently for future minimum lease payments for office
and retail space, vehicles and equipment in the following amounts:

NOTE 5 NOTES PAYABLE

Notes payable consist of the following as of March 31:

1999 1998
---- ----
<S> <C> <C>
The Company has outstanding
a demand note payable to a
shareholder. There is currently
no interest being charged. $ 35,281 $ 35,281

In March, 1999, the Company
secured a line of credit in the amount
of $100,000. To date, $20,000 has
been drawn against this note. It has
an interest rate of seven and one-half
percent per annum. It is secured by the
personal guarantee of the Company's
President, John Fitzgerald and is
renewable in four months. 20,000
-------- --------
$ 55,281 $ 35,281
======== ========

</TABLE>

NOTE 6 RELATED PARTY TRANSACTION

On September 30, 1998, Pick-Ups Plus, Inc. acquired the assets of Fitzgerald
Urethanes, Inc., which consisted of the assets and operations of a Pick-Ups Plus
retail store located in Cincinnati, Ohio. John Fitzgerald, who owns a beneficial
interest of approximately 87% of Pick-Ups Plus, Inc. owned 100% of Fitzgerald
Urethanes, Inc. This was the same transaction spoken to in foregoing Note 3.

<PAGE> 33

PICK-UPS PLUS, INC.
NOTES TO THE FINANCIAL STATEMENT
MARCH 31, 1999 AND 1998

NOTE 7 PRIVATE PLACEMENT AND WARRANTS OUTSTANDING

On November 2, 1998, the Company was authorized to issue a private placement of
common stock. The Company was authorized to issue 10,000 units at $5.00 per
unit. Each unit consists of 50 shares of common stock and 95 redeemable stock
purchase warrants. The common stock purchase warrants are exercisable for one
share of common stock at $1.00 per share until November 2, 2000. The Company may
redeem the warrants at $.01 per warrant with 30-day prior written notice if the
common stock bid price equals or exceeds $2.50 per share for ten consecutive
trading days ending on the third day prior to the date on which such notice was
given.

The sale of the 10,000 units had been completed as of December 31, 1998.

NOTE 8 ISSUANCE OF NEW STOCK

In September of 1998, the Company's directors authorized the increase in number
of shares of common stock from one share to fifty million shares at $0.001 par
value per share and five million shares of preferred stock at $1.00 par value
per share. Accordingly, the existing outstanding shares of common stock issued
were increased from one (1) share to six million one hundred thousand
(6,100,000) shares. (See Note 9) Additionally, the directors authorized the
Private Placement referred to in Note 7.

Upon the increase in number of shares of common stock, several issues were made.
The founder, John Fitzgerald's shares were increased from 1 to 5,436,000 shares.
Additionally, his daughter, Kiernan Fitzgerald, received 30,000 shares.

300,000 shares were issued to The Southern Companies as part of their consulting
contract to provide certain investment banking services.

190,000 shares were issued to the following company directors and officers:

<TABLE>
<CAPTION>
Shares
------
<S> <C>
Sean Fitzgerald, Director, Vice President 90,000
(John Fitzgerald's son)

Erin Schuler, Director, Corporate Secretary 50,000
(John Fitzgerald's daughter)

David McConnell, Director 25,000

Joseph Lamble, Director 25,000
-------
190,000

</TABLE>

During the quarter ended March 31, 1999, the Company issued an additional 9,100
shares of restricted common stock.

<PAGE> 34
PICK-UPS PLUS, INC.

FINANCIAL STATEMENTS

DECEMBER 31, 1998, 1997, 1996

<PAGE> 35

INDEX TO FINANCIAL STATEMENTS

PAGE
----

INDEPENDENT AUDITOR'S REPORT 1

BALANCE SHEETS 2

STATEMENTS OF OPERATIONS 3

STATEMENTS OF SHAREHOLDERS' EQUITY 4

STATEMENTS OF CASH FLOWS 5

NOTES TO FINANCIAL STATEMENTS 6 - 10

<PAGE> 36

ROBERT L. WHITE

CERTIFIED PUBLIC ACCOUNTANT
988 OHIO PIKE, SUITE #2
CINCINNATI, OHIO 45245
- --------------------------------------------------------------------------------
PHONE (513) 943-1040
FAX (513) 943-7760

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and
Stockholders of Pick-Ups Plus, Inc.

We have audited the accompanying balance sheets of Pick-Ups Plus, Inc. (A
Delaware Corporation) as of December 31, 1998, 1997 and 1996, and the related
statements of operation, shareholders' equity and cash flows for the years then
ended. 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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
These 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to the above present fairly,
in all material respects, the financial position of Pick-Ups Plus, Inc. as of
December 31, 1998, 1997 and 1996, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

/s/ Robert L. White

Robert L. White, CPA

February 20, 1999

<PAGE> 37

PICK-UPS PLUS, INC.
BALANCE SHEETS
DECEMBER 30, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
ASSETS
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Current Assets
Cash in Bank $ 37,113 $ 21 $ 10,710
Accounts Receivable 21,508 -0- -0-
Inventory 36,630 -0- -0-
-------- -------- ---------
$ 95,251 $ 21 $ 10,710
Property & Equipment
Furniture, Fixtures & Equipment 5,000 -0- -0-
Less: Accumulated Depreciation (179) -0- -0-
-------- -------- ---------
4,821 -0- -0-

Other Assets
Franchise Development Costs 84,811 84,811 42,000
-------- -------- ---------

Total Assets $184,883 $ 84,832 $ 52,710
======== ======== =========

LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable $ 4,302 $ -0- $ -0-
Federal Tax Payable 2,895 -0- 2,984
Notes Payable 35,281 35,281 32,320
-------- -------- ---------

Total Liabilities $ 42,478 $ 35,281 $ 35,304

Stockholders' Equity
Common Stock, $0.001 Par,
50,000,000 Shares Authorized,
6,600,000 Shares Issued At
December 31, 1998
1 Share, No Par, Authorized and Issued
At December 31, 1997 and 1996 6,600 500 500
Additional Paid In Capital 119,400 60,000 -0-
Retained Earnings 16,405 (10,949) 16,906
-------- -------- ---------

Total Stockholders' Equity 142,405 49,551 17,406
-------- -------- ---------

Total Liabilities &
Stockholders' Equity $184,883 $ 84,832 $ 52,710
======== ======== =========
</TABLE>

See accompanying notes and accountant's report.

<PAGE> 38

PICK-UPS PLUS, INC.
STATEMENTS OF OPERATION
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>

1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Revenue
Retail Sales $ 205,217 -0- -0-
Franchise Fees & Royalties 98,302 $ 25,000 $ 47,500
---------- ---------- ----------
$ 303,519 $ 25,000 $ 47,500
----------

Cost of Sales 128,657 -0- -0-
---------- ---------- ----------

Gross Profit 174,862 25,000 47,500

Selling, General &
Administrative Expenses 144,613 55,839 27,610
---------- ---------- ----------

Total Expenses 144,613 55,839 27,610
---------- ---------- ----------

Net Income (Loss) Before
Provision for Income Tax $ 30,249 $ (30,839) $ 19,890

Provision (Benefit) For
Income Taxes 2,895 (2,984) 2,984
---------- ---------- ----------

Net Income (Loss) $ 27,354 $ (27,855) $ 16,906
========== ========== ==========

Basic & Diluted Earnings (Loss)
Per Common Share $ .02 $ (27,855) $ 16,906

Weighted Average Common
Shares Outstanding 1,602,242 1 1
</TABLE>

See accompanying notes and accountant's report.

<PAGE> 39

PICK-UPS PLUS, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
Common Stock Additional Accumulated Total
------------------------- Paid In Earnings Shareholders'
Shares Amount Capital (Deficit) Equity (Deficit)
--------- --------- -------- --------- ----------------
<S> <C> <C> <C> <C> <C>
Balance at
December 31, 1995 1 $ 500 $ -0- $ -0- $ 500

Net Income 16,906 16,906
--------- --------- -------- --------- --------

Balance at
December 31, 1996 1 $ 500 $ -0- $ 16,906 $ 17,406

Additional Paid In
Capital By Company
Founder 60,000 60,000

Net Loss (27,855) ( 27,855)
--------- --------- -------- --------- --------

Balance at
December 31, 1997 1 $ 500 $ 60,000 $ (10,949) $ 49,551

Issuance of Common
Stock In Share Expansion
(Note 8) 5,465,999 4,966 9,900 14,866
Issuance of Common
Stock To Company
Directors & Officers
(Note 8) 190,000 190 190
Issuance of Common
Stock For Consulting
Services (Note 8) 300,000 300 300
Issuance of Common
Stock For Assets
(Note 3) 144,000 144 144
Issuance of Common
Stock For Cash
(Note 7) 500,000 500 49,500 50,000

Net Income 27,354 27,354
--------- --------- -------- --------- --------

Balance at
December 31, 1998 6,600,000 $ 6,600 $119,400 $ 16,405 $142,405
</TABLE>

See accompanying notes and accountant's report.

<PAGE> 40

PICK-UPS PLUS, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (Loss) For The Year $ 27,354 $(27,855) $ 16,906

Adjustments To Reconcile Net Income
To Net Cash Provided By (Used In)
Operating Activities:
Depreciation 179 -0- -0-

(Increase) Decrease In Assets:
Accounts Receivable (21,508) -0- -0-
Inventory (36,630) -0- -0-
Increase (Decrease) In Liabilities:
Accounts Payable 4,302 -0- -0-
Federal Taxes Payable 2,895 (2,984) 2,984
-------- -------- --------

TOTAL ADJUSTMENTS (50,762) (2,984) 2,984
-------- -------- --------

NET CASH CASH PROVIDED (USED)
BY OPERATING ACTIVITIES (23,408) (30,839) 19,890
-------- -------- --------

CASH FLOWS FROM
FINANCING ACTIVITIES
Common Stock Issued $ 6,100 $ -0- $ 500
Paid In Capital Contributed 59,400 60,000 -0-
Purchase of Property & Equipment (5,000) -0- -0-
Proceeds From Notes Payable -0- 2,961 32,320
Franchise Development Costs -0- (42,811) (42,000)
-------- -------- --------

NET CASH PROVIDED (USED)
BY FINANCING ACTIVITIES 60,500 20,150 (9,680)
-------- -------- --------

NET INCREASE (DECREASE)
IN CASH $ 37,092 $(10,689) $ 10,210

CASH BEGINNING OF PERIOD 21 10,710 500
-------- -------- --------

CASH END OF PERIOD $ 37,113 $ 21 $ 10,710
======== ======== ========
</TABLE>

See accompanying notes and accountant's report.

<PAGE> 41

PICK-UPS PLUS, INC.
NOTES TO THE FINANCIAL STATEMENT
DECEMBER 31, 1998, 1997 AND 1996

NOTE 1 BUSINESS DESCRIPTION

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPALS OF PRESENTATION

The financial statements have been prepared in accordance with generally
accepted accounting principles.

METHOD OF ACCOUNTING

The Company uses the accrual method of accounting for financial statement
reporting. Under this method, revenue is recognized when earned and expenses are
recognized when incurred.

ACCOUNTS RECEIVABLE

The Company expects to collect all outstanding receivables; accordingly, no
allowance for doubtful accounts is required.

INVENTORY

Inventory is valued at the lower of cost or market using the first in - first
out method.

PROPERTY & EQUIPMENT

<PAGE> 42

PICK-UPS PLUS, INC.
NOTES TO THE FINANCIAL STATEMENT
DECEMBER 31, 1998, 1997 AND 1996

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONT'D)

INCOME TAXES

NET LOSS PER SHARE

The Company computes net income or loss per share in accordance with SFAS No.
128, "Earnings Per Share" which requires dual presentation of basic earnings per
share ("EPS") and diluted EPS.

Basic earnings per share is computed using the weighted average number of common
shares outstanding during the period. Diluted earnings per share is computed
using the weighted average number of common shares and potentially dilutive
shares outstanding during the period. The company has 950,000 warrants
outstanding at December 31, 1998, which could potentially dilute basic earnings
per share in the future, but have not been included in the computation of
diluted net income per share, as the impact would have been antidilutive for the
periods presented.

BUSINESS RISK

Business risks include the following:

Risks Associated With Brand Development - The Company intends to continue to
pursue an aggressive brand-enhancement strategy, which will include mass market
and multimedia advertising, promotional programs and public relations
activities. To increase awareness of the Pick-Ups Plus, Inc. brand and expand it
ot a wide range of products and services, the Company will need to continue to
spend significant amounts on advertising and promotions. These expenditures may
not result in a sufficient increase in revenues to cover such advertising and
promotions expenses.

<PAGE> 43

PICK-UPS PLUS, INC.
NOTES TO THE FINANCIAL STATEMENT
DECEMBER 31, 1998, 1997 AND 1996

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONT'D)

CONCENTRATION OF CREDIT RISK

NOTE 3 BUSINESS COMBINATION

Assets acquired $ 41,630
Liabilities assumed 5,630
-------------
Acquisition price of assets $ 36,000
=============

The following unaudited pro forma data summarizes the results of operations of
the Company for the year ended December 31, 1998, as if the acquisition had been
completed on January 1, 1998. The pro forma data gives effect to the actual
operating results prior to acquisition. The pro forma results do not purport to
be indicative of the results that would have actually been achieved if the
acquisition had occurred on January 1, 1998, or that may be achieved in the
future.

Sales $ 942,414
Net Income $ 42,617
Basic Net Income Per Share $ .03

<PAGE> 44

PICK-UPS PLUS, INC.
NOTES TO THE FINANCIAL STATEMENT
DECEMBER 31, 1998, 1997 AND 1996

NOTE 4 LEASE OBLIGATIONS

The Company is obligated presently for future minimum lease payments for office
and retail space, vehicles and equipment in the following amounts:

1999 $ 24,000
2000 14,412
2001 6,338
2002 3,558
2003 1,840

NOTE 5 NOTES PAYABLE

Notes payable consist of the following:

1998 1997 1996
---- ---- ----
A demand note payable to a
shareholder. There is currently
no interest being charged. $ 35,281 $ 35,281 $ 32,320

NOTE 6 RELATED PARTY TRANSACTION

NOTE 7 PRIVATE PLACEMENT AND WARRANTS OUTSTANDING

The sale of the 10,000 units had been completed as of December 31, 1998.

<PAGE> 45

PICK-UPS PLUS, INC.
NOTES TO THE FINANCIAL STATEMENT
DECEMBER 31, 1998, 1997 AND 1996

NOTE 8 ISSUANCE OF NEW STOCK

300,000 shares were issued to The Southern Companies as part of their consulting
contract to provide certain investment banking services.

190,000 shares were issued to the following company directors and officers:

Shares
------

Sean Fitzgerald, Director, Vice President 90,000
(John Fitzgerald's son)

Erin Schuler, Director, Corporate Secretary 50,000
(John Fitzgerald's daughter)

David McConnell, Director 25,000

Joseph Lamble, Director 25,000
-------
190,000

NOTE 9 SUBSEQUENT EVENTS

In January of 1999, subsequent to the balance sheet date, the Corporation (a
Delaware Corporation) submitted and had approved an amendment to its Certificate
of Incorporation to become authorized to issue 50,000,000 shares of Common Stock
with $0.001 par value per share and 5,000,000 shares of Preferred Stock at $1.00
par value per share. The directors authorized this change in September, 1998,
and intended for this amendment to be filed with Delaware immediately
thereafter, but, due to an administrative oversight, the actual filing did not
occur until January, 1999.

<PAGE> 46

<S> <C>

No dealer, salesman or other person is authorized to give any
information or make any information or make any representations not
contained in this Prospectus with respect to the offering made hereby.
This Prospectus does not constitute an offer to sell any of the 950,000 Shares of Common Stock
securities offered hereby in any jurisdiction where, or to any person
to whom it is unlawful to make such an offer. Neither the PICK-UPS PLUS, INC.
delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create an implication that
there has been no change in the information set forth
herein or in the business of the Company since the date
hereof.

TABLE OF CONTENTS

PROSPECTUS

Prospectus Summary.................................................__
Risk Factors.......................................................__
Use of Proceeds....................................................__ JULY __, 1999
Market for the Shares..............................................__
Dividend Policy....................................................__
Management's Discussion and Analysis
of Financial Condition and Results of
Operations........................................................__
Business...........................................................__
Management.........................................................__
Executive Compensation.............................................__
Security Ownership of certain Beneficial
Owners and Management.............................................__
Indemnification....................................................__
Certain Relationships and Related
Transactions......................................................__
Plan of Distribution/Selling Security Holders......................__
Description of Securities..........................................__
Legal Matters......................................................__
Experts............................................................__
Additional Information.............................................__
Financial Statements...............................................__
</TABLE>

<PAGE> 47

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Reference is hereby made to the provisions of Section 145 of the
Delaware General Corporation Act which provides for indemnification of directors
and officers under certain circumstances.

Reference is hereby made to Article IV of Registrant"s Amended and
Restated Articles of Incorporation which is filed as Exhibit 3(a).

Item 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses in connection with the
issuance and distribution of the securities offered hereby.

Registration Fee $ 264
Printing Expenses* 1,500
Legal Fees and Expenses* 25,000
Accounting Fees and Expenses* 10,000
Blue Sky Fees and Expenses* 3,000
Transfer Agent Fees and Expenses* 1,000
Misc.* 569
-------
Total $41,333
*Estimated

Item 26. RECENT SALES OF UNREGISTERED SECURITIES.

The following provides information of all sales of securities in the
last 3 years which were not registered under the Securities Act of 1933.

In November to December 1998 the Company undertook a private offering
pursuant to Regulation D, Rule 504. The offering consisted of 10,000 Units for
$5.00 per Unit. Each Unit consisted of 50 shares

<PAGE> 48

of common stock and 95 redeemable stock purchase warrants. Each warrant entitles
the holder to purchase 1 share of common stock for $1.00 per share. The Units
were purchased by 30 investors.

In September 1998 the Company issued 300,000 shares of its common stock
to The Southern Companies, Inc. for consulting services. These shares were
issued pursuant to an exemption from registration under the Securities Act of
1933 pursuant to Section 4(2).

In September 1998 the Company issued 144,000 to Fitzgerald Urethanes,
Inc. in consideration for the purchase of the prototype store for the Company's
franchise system. These shares were issued pursuant to an exemption from
registration under the Securities Act of 1933 pursuant to Section 4(2).

In the first quarter of 1999 we sold 9,100 shares of our common stock
to 5 private investors for $9,100. These shares were issued pursuant to an
exemption from registration under the Securities Act of 1933 pursuant to
Section 4(2).

None of the securities discussed above were registered under the
Securities Act of 1933, exemption being claimed in each case pursuant to Section
4(2), Regulation D or as otherwise specified. All of such securities were not
solicitated by advertising or any general solicitation and, except such
securities issued pursuant to Rule 504, contain a restrictive legend.

Item 27. Exhibits.
---------

Exhibit No. Description
- ----------- -----------

3(a) Certificate of Incorporation of the Registrant

3(b) Amendments to Certificate of Incorporation

3(c) By-Laws of the Registrant*

3(d) Form of Stock Purchase Warrant expiring February 11, 2000*

5.1 Opinion of Counsel

6(a) Form of Franchise Agreement*

6(b) Agreement of Lease, premises at Mason, Ohio*

6(c) Lease Agreement, premises at Cincinnati, Ohio*

23 Consent of counsel is contained in Exhibit 5.1

23.1 Independent Auditors Consent

27 Financial Data Schedule

*Filed with Amendment No. 1

<PAGE> 49

Item 28. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the questions whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement.

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

2. That for the purpose of determining any liability under the
Securities Act of 1935, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities

<PAGE> 50

offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Mason
and State of Ohio on July 6, 1999.

PICK-UPS PLUS, INC.

By /s/ John Fitzgerald
President/principal executive officer/principal accounting officer

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

<S> <C> <C>
SIGNATURE TITLE DATE

/s/John Fitzgerald, President President and Director, Principal Executive July 6, 1999
John Fitzgerald, President Officer/Principal Accounting Officer

/s/Dave McConnell Director July 6, 1999
Dave McConnell

/s/Joseph Lamble Director July 6, 1999
Joseph Lamble

</TABLE>

<PAGE> 1
Exhibit 3(c)

RESTATED AND AMENDED
CORPORATE BY-LAWS
OF
PICK-UPS PLUS, INC.

OFFICES

1. The registered office of the corporation shall be in the city of
Wilmington, Delaware and the resident agent in charge thereof shall be The
Incorporators Ltd. The corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the corporation may require.

CORPORATE SEAL

2. The corporation may transact any and all business without the need
for a corporate seal. If a seal is required by law, the corporation may use a
facsimile where inscribed therein is the name of the corporation, the year of
its incorporation, and the words "Corporate Seal, Delaware." In its discretion,
the Board is permitted to acquire and use a true seal setting forth the
information noted above.

MEETING OF STOCKHOLDERS

3. The annual meeting of stockholders for the election of directors
shall be held on the first Wednesday in March, in each year, or if that day be a
legal holiday, on the next succeeding day not a legal holiday, at eleven o'clock
A.M., at which meeting the stockholders shall elect by plurality vote, a Board
of Directors, and may transact such other business as may come before the
meeting.

4. Special meetings of the stockholders may be called at any time by
the President and shall be called by the President or Secretary on the request
in writing of a majority of the directors or at the request in writing of a
majority of stockholders entitled to vote.

5. All meetings of the stockholders for the elections of directors
shall be held at the office of the corporation in the City of Wilmington, State
of Delaware, or at such other place as may be fixed by the Board of Directors,
provided that at least ten days' notice be given to the stockholders of the
place so fixed. All other meetings of the stockholders shall be held at such
place or places, within or without the State of Delaware, as may from time to
time be fixed in the notices or waivers of notice thereof.

<PAGE> 2

6. Stockholders of the corporation entitled to vote shall be such
persons as are registered on the stock transfer books of the corporation as
owners of stock. The Board of Directors may set a record date for annual
meetings, but such record date may not be more than 45 days prior to the annual
meeting.

7. A complete list of stockholders entitled to vote, arranged in
alphabetical order, and showing the address of each stockholder shall be
prepared by the Secretary and shall be open to the examination of any
stockholder at the place of election, for ten days prior thereto, and during the
whole time of the election.

8. Each stockholder entitled to one vote shall, at every meeting of the
stockholders, be entitled to one vote for each share held in person or by proxy
signed by the stockholder, but no proxy shall be voted on or after three years
from its date, unless it provides for a longer period. Such right to vote shall
be subject to the right of the Board of Directors to fix a record date for
stockholders as provided by these By-Laws.

9. The holders of a majority to the stock issued and outstanding and
entitled to vote at a meeting of the stockholders, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the Certificate of Incorporation. If such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote at the meeting, present in person or represented by proxy,
shall have the power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than 30 days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

10. When a quorum is present at any meeting, the vote of the holders of
a majority of the stock having voting power present in person or represented by
proxy shall decide any question properly brought before such meeting, unless the
question is one which by express provision of the statutes of the State of
Delaware or of the Certificate of Incorporation, a different vote is required in
which case such express provision shall govern and control the decision of such
question.

11. Notice of all meetings shall be mailed by the Secretary to each
stockholder of record entitled to vote at his last known post office address,
for annual meetings fifteen days and for special meetings ten days prior
thereto.

12. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.

<PAGE> 3

13. Unless otherwise provided in the Certificate of Incorporation, any
action required to be taken at any annual or special meeting of stockholders of
the corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of voters that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent, shall be given to those stockholders who
have not consented in writing.

DIRECTORS

14. The property and business of the corporation shall be managed and
controlled by the Board of Directors.

15. The directors shall hold office until the next annual election and
until their successors are elected and qualified. Directors shall be elected by
the stockholders, except that if there be any vacancies on the Board of
Directors by reason of death, resignation, or otherwise, or if there be any
newly created directorships resulting from any increase in the number of
directors, such vacancies or newly created directorships may be filled for the
unexpired term by a majority of the directors then in office, though less than a
quorum.

POWERS OF DIRECTORS

16. The Board of Directors shall have all such powers as may be
exercised by directors of a Delaware corporation, subject to the provisions of
the statutes of Delaware, the Certificate of Incorporation, and the By-Laws.

MEETINGS OF DIRECTORS

17. After each annual election of directors, the newly elected
directors may meet for the purpose of organization, the election of officers,
and the transaction of other business, at such time and place as shall be fixed
by the stockholders at the annual meeting, and, if a majority of the directors
be present at such place and time, no prior notice of such meeting will be
required to be given to the directors. The place and time of such meeting may
also be fixed by written consent of the directors.

18. Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.

<PAGE> 4

19. Special meetings of the directors may be called by the president on
two days' notice in writing or on one days' notice by telegram to each director
and shall be called by the president in like manner on the written request of
two directors.

20. Special meetings of the directors may be held within or without the
State of Delaware at such place as is indicated in the notice or waiver of
notice thereof.

21. A majority of the directors in office at the time of any regular or
special meeting shall constitute a quorum unless the By-Laws specify a single
director in which case a single director shall constitute a quorum.

22. Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting, if all members of the Board
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board.

23. Members of the Board of Directors may participate in a meeting of
the Board of Directors by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting may hear one another, and such participation in a meeting shall
constitute presence in person at the meeting.

COMMITTEES

24. The Board of Directors may, by resolution, create committees from
time to time, which committees shall have the power or authority to amend the
Certificate of Incorporation, adopt an agreement of merger or consolidation,
recommend to the stockholders of the sale, lease, or exchange of all or
substantially all of the corporation's property and assets, recommend to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
amend the By-Laws of the corporation, or, unless the resolution or the
Certificate of Incorporation expressly so provides, declare a dividend or
authorize the issuance of stock.

OFFICERS OF THE CORPORATION

25. The officers of the corporation shall be a president, a secretary,
a treasurer, and such other officers as may from time to time be chosen by the
Board of Directors. All offices may be held by the same person.

26. The officers of the corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer chosen or
appointed by the Board of Directors may be removed either with or without cause
at any time by the affirmative vote of a majority of the whole Board of
Directors. If the office of any officer or officers becomes vacant for any
reason, the vacancy shall be filled by the affirmative vote of a majority of the
whole Board of Directors.

<PAGE> 5

27. In case of the absence or disability of any officer of the
corporation, or for any other reason deemed sufficient by a majority of the
Board of Directors, the Board may provide for the delegation of duties to any
other officer or to any director.

SECRETARY

28. The secretary shall attend all meetings of the corporation, the
Board of Directors, and committees. He shall act as clerk thereof and shall
record all of the proceedings of such meetings in a book kept for that purpose.
He shall have custody of the corporate seal of the corporation and shall have
authority to affix the seal to any instrument requiring it and when so affixed,
it may be attested by his signature. He shall give proper notice of meetings of
stockholders and directors and shall perform other such duties as shall be
assigned to him by the president or the Board of Directors.

TREASURER

29. The treasurer shall have custody of the funds and securities of the
corporation and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.

30. The treasurer shall disburse the funds of the corporation as may be
ordered by the Board or the president, taking proper vouchers for such
disbursements and shall render to the president and directors, whenever they may
require it, an account of all his transactions as treasurer and of the financial
condition of the corporation, and at the regular meeting of the Board next
preceding the annual members meeting, a like report for the preceding year.

31. The treasurer shall keep an account of stock registered and
transferred in such manner subject to such regulations as the Board of Directors
may prescribe.

32. The treasurer shall give the corporation a bond if required by the
Board of Directors in such sum and with security satisfactory to the Board of
Directors for the faithful performance of the duties of his office and the
restoration to the corporation, in the case of his death, resignation, or
removal from office, of all books, paper, vouchers, money and other property of
whatever kind in his possession, belonging to the corporation. He shall perform
such other duties as the Board of Directors or executive committee may from time
to time prescribe or require.

<PAGE> 6

PRESIDENT

33. The president shall be the chief executive officer of the
corporation. He shall preside at all meetings of the stockholders and the Board
of Directors, and shall have general and active management of the business of
the corporation, and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

34. The president shall execute bonds, mortgages, and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed, and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other office or agent of the corporation.

STOCKS

35. Every holder of stock in the corporation shall be entitled to have
a certificate, signed by, or in the name of the corporation by, the president or
secretary of the corporation, certifying the number of shares owned by him in
the corporation. Certificates may be issued for partly paid shares, and in such
case upon the face or back of the certificates issued to represent any such
partly paid shares, the total amount of the consideration to be paid therefore,
and the amount paid thereon, shall be specified.

36. Any or all of the signatures on the certificates may be facsimile.

37. The Board of Directors may direct a new certificate or certificates
to be issued in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost, stolen, or destroyed, upon the making
of an affidavit of that fact by the person claiming their certificate of stock
to be lost, stolen or destroyed. The Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost, stolen, or destroyed certificate or certificates to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen, or destroyed.

CHECKS

38. All checks, drafts, or orders for the payment of money shall be
signed by the treasurer or by such other officer or officers as the Board of
directors may from time to time designate. No check shall be signed in blank.

BOOKS AND RECORDS

39. The Books, accounts, and records of the corporation, except as
otherwise required by the laws of the State of Delaware, may be kept within or
without the State of

<PAGE> 7

Delaware, at such place or places as may from time to time be designated by the
By-Laws or by the resolutions of the directors.

NOTICES

40. Notice required to be given under the provisions of these By-Laws
to any director, officer or stockholder, shall not be construed to mean personal
notice, but may be given in writing by depositing the same in a post office or
letter box, in a post-paid sealed wrapper, addressed to such stockholder,
officer, or director at such address as appears on the books of the corporation,
and such notice shall be deemed to be given at the time when the same shall thus
be mailed. Any stockholder, officer, or director, may waive, in writing, any
notice required to be given under these By-Laws, whether before or after the
time stated therein.

DIVIDENDS

41. Dividends upon the capital stock of the corporation, subject to the
Certificate of Incorporation, may be declared by the Board of Directors at any
regular or special meeting, pursuant to law. Dividends may be paid in cash, in
property, or in shares of the capital stock of the corporation, subject to the
provisions of the Certificate of Incorporation.

42. Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purposes as the directors shall think conducive to the best interest of the
corporation. The directors may modify or abolish any such reserve in the manner
by which it was created.

FISCAL YEAR

43. The fiscal year of the corporation shall be determined by the Board
of Directors.

AMENDMENT OF BY-LAWS

44. These By-Laws may be amended, altered, repealed, or added to at any
regular meeting of the stockholders or of the Board of Directors, or at any
special meeting called for that purpose, by affirmative vote of a majority of
the stockholders entitled to vote, or by affirmative vote of a majority of the
whole board, as the case may be.

45. Any and all disputes and controversies by and between the
shareholders or the directors arising out of or with respect to the business of
or affecting the affairs of the

7
<PAGE> 8

corporation, which disputes and controversies cannot be resolved under the terms
of the corporate By-Laws or Certificate of Incorporation, because of a tie vote
or deadlock between the directors and shareholders shall be settled by
arbitration in the following manner. Each side of the dispute shall be entitled
to name one arbitrator and both arbitrators so named shall together agree upon a
third arbitrator, with the findings of the arbitration panel to be binding upon
all parties of the dispute. Unless otherwise mutually agreed by the parties the
arbitration shall take place in accordance with and subject to the provisions of
the Delaware Uniform Arbitration Act, 10 Del. C. "5701 et. seq.

<PAGE> 1
EXHIBIT 3(b)

PICK-UPS PLUS, INC.

Void after 3:00 P.M., East Coast Time, on February 11, 2000

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR
TRANSFERRED WITHOUT COMPLIANCE WITH THE ACT.

COMMON STOCK PURCHASE WARRANT

Number of Warrants: Registered Holder:

This is to certify that, for value received, the Registered Holder, or
assigns, is entitled, subject to the terms and conditions hereinafter set forth,
at or before 3:00 P.M. on February 11, 2000 or such later time as may be
determined by the Corporation, to purchase shares of the common stock of
Pick-Ups Plus, Inc. (the "Corporation") from the said corporation, for the
purchase price of $1.00 per share and to receive a certificate or certificates
for the common stock so purchased upon presentation and surrender to the
Corporation of this warrant with payment of the purchase price for each share
purchased.

(a) The Corporation covenants and agrees that all shares which may be
delivered upon the exercise of this warrant will, upon delivery, be free from
all taxes, liens, and charges with respect to the purchase thereof, and shall be
fully paid and nonassessable. The Corporation covenants and agrees that it will
from time to time take all such action as may be requisite to assure that the
par value per share of its common stock is at all times equal to or less than
the current price per share pursuant to this warrant.

(b) The number of shares purchasable upon the exercise of this warrant
and the purchase price per share shall be subject to adjustment from time to
time as set forth herein.

(c) If the outstanding shares of common stock of the Corporation are
increased, decreased, or changed into, or exchanged for a different number or
kind of shares or securities

<PAGE> 2

through reorganization, merger, recapitalization, reclassification, stock split,
stock dividend, stock consolidation, or similar type of reorganization
transaction, an appropriate and proportionate adjustment shall be made in the
number and kind of shares as to which this warrant relates. Such adjustment
shall be made without change in the total price applicable to the unexercised
portion of this warrant, but with a corresponding adjustment in the price of
each share subject to the warrant.

(d) If there shall be any adjustment as provided above, the Corporation
shall forthwith cause written notice to be sent to the initial holder of this
warrant at the address of such holder shown on the books of the Corporation,
which notice shall be accompanied by a statement setting forth in reasonable
detail the facts requiring any such adjustment and the warrant price and number
of shares purchasable after such adjustment, as the case may be.

(e) This warrant shall not entitle the holder hereof to any voting
rights or other rights as a shareholder of the Corporation unless and until this
warrant shall be exercised.

(f) This warrant and the shares the holder hereof may purchase have not
and will not be registered under the Securities Act of 1933 or any applicable
state securities law. The Corporation may condition the exercise of this warrant
or its transfer upon the availability of an exemption from registration under
all applicable securities laws.

IN WITNESS WHEREOF, the Corporation has caused this warrant to be
executed by the signatures of its duly authorized officers and its corporate
seal hereunto affixed.
PICK-UPS PLUS, INC.

By ____________________________
President
Dated: ___________________

<PAGE> 3

Mr. John Fitzgerald, President
Pick-Ups Plus, Inc.
3532 Irvin Simpson Road
Mason, OH 45040

<PAGE> 1

EXHIBIT 6(a)

PICK-UPS PLUS, INC.

FRANCHISE AGREEMENT

This Franchise Agreement ("this Agreement"), made this _____ day of
_______________________, 19____, by and between PICK-UPS PLUS, INC., a
corporation formed and operating under the laws of the State of Delaware and
having its principal place of business at 3532 Irwin Simpson Road, Suite 85,
Mason, Ohio 45040 ("Franchisor"), and _________________________________________
_______________________________________________________________________________
____________________________________________________________ ("Franchisee").

WITNESSETH:

WHEREAS, Franchisor, over a period of time and as the result of the
expenditure of time, expertise, effort and money, (i) has developed and owns a
unique System ("System"), identified by the Marks (as hereinafter defined)
relating to the establishment, development and operation of a retail facility
offering and selling pick-up truck accessories and related merchandise and
services ("Franchised Business"); and (ii) may develop certain private label and
other merchandise and products bearing the Marks ("Trademarked Product Lines"),
all of which may be changed by Franchisor from time to time; and

WHEREAS, the distinguishing characteristics of the System include,
without limitation, distinctive interior and exterior layout, decor and color
scheme; exclusively designed signage, decorations, furnishings and materials;
the PICK-UPS PLUS Confidential Operations Manual ("Manual"); the Trademarked
Product Lines (if developed); a Proprietary Software Package ("Software") (if
developed); methods and techniques for promoting pick-up truck accessories and
related merchandise and services; special techniques for packaging, display,
merchandising and marketing of products and services; procedures for
maintenance; retail business operating methods; and methods and techniques for
inventory and cost controls, record keeping and reporting, personnel management
and training, purchasing, marketing, sales promotion and advertising, all of
which may be changed, improved and further developed by Franchisor from time to
time; and

WHEREAS, Franchisor's President, John J. Fitzgerald, is the owner of
the right, title and interest together with all the goodwill connected thereto
in and to the trade names, service marks and trademarks "PICK-UPS PLUS",
"PICK-UPS PLUS YOUR TRUCK STORE", associated logos and commercial symbols, and
such other trade names, service marks and trademarks as are now designated (and
may hereinafter be designated by Franchisor in writing) as part of the System
("Marks(s)"); and has granted Franchisor the right to sublicense these Marks to
Franchisor's franchisees; and

WHEREAS, Franchisor will continue to develop, use and control such
Marks for the benefit and use of itself and its franchisees in order to identify
for the public the source of products and services marketed thereunder and to
represent the System's high standards of quality of operations, services,
products and appearance; and

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<PAGE> 2

WHEREAS, Franchisor continues to develop, use and control the Marks for
the benefit and use of Franchisor and its franchisees in order to identify for
the public the source of the products and services marketed thereunder and to
represent the System's high standards of operations, quality, products,
appearance and service; and

WHEREAS, Franchisor grants to certain qualified persons franchises to
own and operate PICK-UPS PLUS businesses providing products and services
authorized and approved by Franchisor in utilizing the System and Marks, and
Franchisee desires to operate a Franchised Business under the System and wishes
to obtain a franchise from Franchisor for that purpose, as well as to receive
the training and other assistance provided by Franchisor in connection
therewith; and

WHEREAS, Franchisee understands and acknowledges the importance of
Franchisor's high and uniform standards of quality and service and the necessity
of operating the Franchised Business in conformity with Franchisor's standards
and specifications; and

WHEREAS, Franchisor expressly disclaims the making of and Franchisee
acknowledges that it has not received nor relied upon any warranty or guaranty,
express or implied, as to the revenues, profits or success of the business
venture contemplated by this Agreement. Franchisee acknowledges that it has read
this Agreement and Franchisor's Uniform Franchise Offering Circular and all
exhibits thereto upon which it has exclusively relied, and that it has no
knowledge of any representations by Franchisor or its officers, directors,
shareholders, employees or agents that are contrary to the statements made in
Franchisor's Uniform Franchise Offering Circular or to the terms herein.

NOW, THEREFORE, the parties, in consideration of the undertakings and
commitments of each party to the other party, hereby agree as follows:

I. APPOINTMENT AND FRANCHISE FEE

A. Franchisor hereby grants to Franchisee, upon the terms and
conditions herein contained, the right, franchise and privilege to conduct the
Franchised Business in accordance with the System, as it may be changed,
improved and further developed from time to time, including the use of the trade
name "PICK-UPS PLUS", the trademark "PICK-UPS PLUS YOUR TRUCK STORE" and the
other Marks, and Franchisee undertakes the obligation to operate such Franchised
Business strictly in accordance with the System as it may be changed, improved
and further developed from time to time, at one (1) location only, such location
to be:

1._________________________________________________________________

_______________________________________________________________________________

______________________________________________________________ ("Premises"); or

2. At one (1) location to be designated, as provided in Paragraph
III. hereof within the following area: _______________________________________

_______________________________________________________________________________

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<PAGE> 3

Provided, however, that when a location has been designated and approved by the
parties, said location shall be deemed to have been designated in Paragraph
I.A.1., as if originally set forth therein.

B. Franchisor will not, so long as this Agreement is in force and
effect and Franchisee is not in default under any of the terms hereof, franchise
or operate any other PICK-UPS PLUS business within the following area:
_________________________________________________________ ("Designated Area").
A map of the Designated Area is attached to this Agreement as Exhibit A.
However, Franchisor has the right, in its sole discretion, to franchise or
operate another PICK-UPS PLUS business outside of the Designated Area as
Franchisor, in its sole and exclusive discretion, deems appropriate.

1. Although neither Franchisor nor its affiliates will operate a
PICK-UPS PLUS business within the Designated Area, Franchisor and its affiliates
reserve the right, both within and outside of the Designated Area, to offer and
sell at wholesale, retail, via catalog, or through any other distribution
system, products and services including, but not limited to, the Trademarked
Product Lines (if developed), which comprise, or may in the future comprise, a
part of the System. Such products may be resold at retail or through any other
distribution channel including, but not limited to, department stores, garden
centers and other businesses to the general public by such entities.

2. Franchisor and its affiliates further reserve the right, both
within and outside the Designated Area, to sell at both wholesale and retail all
products and services which do not comprise a part of the System. Franchisor and
its affiliates also reserve the right, both within and outside the Designated
Area, to establish a business operating under a format and trademarks and
service marks distinct from the PICK-UPS PLUS System.

3. Franchisee shall engage only in the retail sale of pick-up truck
accessories and related products, and Franchisee agrees not to engage in the
wholesale sale and/or distribution of any product offered for sale through the
Franchised Business, except if authorized in writing by Franchisor. "Wholesale
Sale and/or Distribution" shall mean any sale and/or distribution of product by
Franchisee to a third party for resale, retail sale or further distribution by
such third party.

C. In consideration of the franchise granted herein, Franchisee shall
pay to Franchisor upon execution of this Agreement, a Franchise Fee ("Franchise
Fee") according to the following schedule: (INITIAL THE PROVISION THAT APPLIES.)

__ 1. The initial Franchise Fee is TWENTY-FIVE THOUSAND Dollars
($25,000.00).

__ 2. The Franchise Fee for each additional franchise purchased by an
existing franchisee is TWENTY THOUSAND Dollars ($20,000.00).

Said fee shall be deemed fully earned and non-refundable upon payment
thereof as consideration for expenses incurred by Franchisor in furnishing
assistance and services to Franchisee and for Franchisor's lost or deferred
opportunity to franchise others, except as may be specifically provided in this
Agreement, Exhibit B or any other exhibit attached hereto.

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<PAGE> 4

D. Franchisee acknowledges that because complete and detailed
uniformity under many varying conditions may not be possible or practical,
Franchisor specifically reserves the right and privilege, at its sole discretion
and as it may deem in the best interests of all concerned in any specific
instance, to vary standards for any System franchisee based upon the
peculiarities of the particular site or circumstance, population of trade area,
density of population, business potential, existing business practices or any
other condition which Franchisor deems to be of importance to the successful
operation of such franchisee's business. Franchisee shall not be entitled to
require Franchisor to disclose or grant to Franchisee a like or similar
variation hereunder.

II. TERM AND RENEWAL

A. This Agreement shall be effective and binding from the date of its
execution for an initial term of five (5) years from the date of this Agreement
or for the term of any lease for the Franchised Business, whichever is shorter.

B. Franchisee shall have the right to renew this franchise at the
expiration of the initial term of the franchise. Franchisee shall have the right
to renew the franchise for a total of three (3) additional successive terms of
five (5) years each or for the term of any lease for the Franchised Business,
whichever is shorter, provided that all of the following conditions have been
fulfilled:

1. Franchisee has, during the entire term of this Agreement and any
subsequent renewals, complied with all its provisions;

2. Franchisee maintains possession of the Franchised Business and by
the expiration date of this Agreement has brought the Franchised Business into
full compliance with the specifications and standards then applicable for a new
or renewing Franchised Business and presents evidence satisfactory to Franchisor
that it has the right to remain in possession of the Premises for the duration
of any renewal term; or, in the event Franchisee is unable to maintain
possession of the Premises, or in the judgment of Franchisor the Franchised
Business should be relocated, Franchisee secures substitute premises approved by
Franchisor, in its sole discretion, and has, at Franchisee's sole cost and
expense (with respect to which Franchisor has not made any estimate or other
representation), furnished, stocked, equipped, remodeled, redesigned, modernized
or redecorated such premises to bring the Franchised Business at its previous or
substitute premises into full compliance with the then-current specifications
and standards;

3. Franchisee has given notice of renewal to Franchisor as provided
below;

4. Franchisee has satisfied all monetary obligations owed by
Franchisee to Franchisor and Franchisor's affiliate(s) and has timely met these
obligations throughout the term of this Agreement;

5. Franchisee has executed upon renewal Franchisor's then-current
form of the Franchise Agreement (with appropriate modifications to reflect the
fact that the Franchise Agreement

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<PAGE> 5

relates to the grant of a renewal franchise), which agreement shall supersede in
all respects this Agreement, and the terms of which may differ from the terms of
this Agreement including, without limitation, a different percentage Continuing
Services and Royalty Fee ("Royalty Fee"), advertising contribution or
territorial grant; provided, however, Franchisee shall not be required to pay
the then-current Franchise Fee or its equivalent;

6. Franchisee has complied with Franchisor's then-current
qualification and training requirements; and

7. Franchisee has executed a general release, in the then-current
form prescribed by Franchisor, of any and all claims against Franchisor and its
affiliates, their respective officers, directors, agents, shareholders and
employees.

C. If Franchisee desires to renew this franchise at the expiration of
this Agreement, Franchisee shall give Franchisor written notice of its desire to
renew at least six (6) months, but not more than twelve (12) months, prior to
the expiration of the term of this Agreement. Within ninety (90) days after its
receipt of such timely notice, Franchisor shall furnish Franchisee with written
notice of: (1) reasons which could cause Franchisor not to grant a renewal to
Franchisee including any deficiencies which require correction and a schedule
for correction thereof by Franchisee; and (2) Franchisor's then-current
requirements relating to the image, appearance, decoration, furnishing,
equipping and stocking of the Franchised Business, and a schedule for effecting
such upgrading or modifications in order to bring the Franchised Business in
compliance therewith, as a condition of renewal. Renewal of the franchise shall
be conditioned upon Franchisee's compliance with such requirements and continued
compliance with all the terms and conditions of this Agreement up to the date of
termination, provided, however, that in the event Franchisee is diligently and
in good faith curing any deficiencies as required by Franchisor, the term of
this Agreement shall be extended for a period of time equal to the number of
days required to cure such deficiency as determined by Franchisor.

D. Franchisor shall give Franchisee written notice of its election not
to renew the franchise three (3) months prior to the expiration of the initial
term of this Agreement or any renewal term. Such notice shall specify the
reasons for non-renewal.

III. BUSINESS LOCATION

A. Franchisee may operate the Franchised Business only at the location
specified in Paragraph I. hereof. If the lease for the site of the Franchised
Business expires or terminates without fault of Franchisee, or if the site is
destroyed, condemned or otherwise rendered unusable, or as otherwise may be
agreed upon in writing by Franchisor and Franchisee, Franchisor may, in its sole
discretion, grant permission for relocation of the Premises within Franchisee's
Designated Area at a location and site acceptable to Franchisor. Any such
relocation shall be at Franchisee's sole expense and Franchisor shall have the
right to charge Franchisee for any costs incurred by Franchisor including, but
not limited to, legal and accounting fees, plus a fee of TWO HUNDRED Dollars
($200.00) for providing such assistance ("Relocation Fee").

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<PAGE> 6

B. Franchisee will be solely responsible for purchasing or leasing a
suitable site for the Franchised Business. If the franchise location is not
designated above, Franchisor shall use reasonable efforts to help analyze
Franchisee's market area, to help determine site feasibility, and to assist in
the designation of the franchise location. While Franchisor shall utilize its
experience and expertise in approval of a location, nothing contained herein
shall be interpreted as a guarantee of success for said location nor shall any
site recommendation or approval made by Franchisor be deemed a representation
that any particular site is available for use as a Franchised Business. Prior to
the acquisition by lease or purchase of any site for the Premises, Franchisee
shall submit a description of the proposed site to Franchisor, together with a
letter of intent or other evidence satisfactory to Franchisor which confirms
Franchisee's favorable prospects for obtaining the proposed site. Franchisor
shall thereafter approve or disapprove such proposed site in the exercise of its
sole discretion and so advise Franchisee in writing within fifteen (15) business
days after receiving Franchisee's written proposal.

C. After receiving Franchisor's written approval of the location of the
Premises as provided in Paragraph III.B. hereof, Franchisee shall submit the
proposed lease (if the Premises are to be leased) or a binding agreement to
purchase the site, for approval by Franchisor. Franchisor's approval of the
lease may be conditioned upon inclusion of terms in the lease acceptable to
Franchisor and, at Franchisor's option, shall contain such provisions as
Franchisor may reasonably require including, but not limited to:

1. A provision reserving to Franchisor the right, at Franchisor's
election, to receive an assignment of the leasehold interest upon termination or
expiration of this Agreement;

2. A provision which expressly requires the lessor of the Premises
to provide Franchisor all sales and other information it may have related to the
operation of the Franchised Business, as Franchisor may request;

3. A provision which requires the lessor concurrently to provide
Franchisor with a copy of any written notice of deficiency under the lease sent
to Franchisee and which grants to Franchisor, in its sole discretion, the right
(but not the obligation) to cure any deficiency under the lease within fifteen
(15) business days after the expiration of the period in which Franchisee may
cure the default should Franchisee fail to do so;

4. A provision which evidences the right of Franchisee to display
the Marks in accordance with the specifications required by the Manual, subject
only to the provisions of applicable law;

5. A provision that the Premises shall be used only for the
operation of a Franchised Business; and

6. A provision which expressly states that any default under the
lease shall constitute a default under this Agreement, and any default under
this Agreement shall constitute a default under the lease.

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<PAGE> 7

D. In the event no acceptable site is found and approved by the parties
within sixty (60) days from the date of this Agreement, then, and in that event,
upon written application from either party, this contract shall be terminated
and any funds received by Franchisor shall be returned to Franchisee minus the
costs incurred by Franchisor in its site evaluation activities in an amount not
to exceed TEN THOUSAND Dollars ($10,000.00). Upon return of said amount,
Franchisor shall be fully and forever released from any claims or causes of
action Franchisee may have under or pursuant to this Agreement and Franchisee
shall have no further right, title or interest in the Marks or the System and
any rights shall automatically revert to Franchisor.

E. Promptly after obtaining possession of the site for the Franchised
Business, Franchisee shall: (i) cause to be prepared and submit for approval by
Franchisor or Franchisor's architect, at Franchisee's sole expense, a site
survey and any modifications to Franchisor's basic architectural plans and
specifications (not for construction) for the Franchised Business (including
requirements for dimensions, exterior design, materials, interior design and
layout, equipment, fixtures, furniture, signs and decorating) required for the
development of the Franchised Business at the site leased or purchased therefor,
provided that Franchisee may modify Franchisor's basic plans and specifications
only to the extent required to comply with all applicable ordinances, building
codes and permit requirements and with prior notification to and approval by
Franchisor; (ii) obtain all required zoning changes; all required building,
utility, sign permits, licenses and any other required permits and licenses;
(iii) purchase or lease equipment, fixtures, furniture and signs as provided
herein; (iv) complete the construction and/or remodeling, equipment, fixture,
furniture and sign installation and decorating of the Franchised Business in
full and strict compliance with plans and specifications therefor approved by
Franchisor and all applicable ordinances, building codes and permit
requirements; (v) obtain all customary contractors' sworn statements and partial
and final waivers of lien for construction, remodeling, decorating and
installation services, unless Franchisor waives this requirement; and (vi)
otherwise complete development of and have the Franchised Business ready to open
and commence the conduct of its business in accordance with Paragraph XII.
hereof.

F. Franchisee shall be required to periodically make reasonable capital
expenditures to remodel, modernize and redecorate the Premises so that the
Franchised Business will reflect the then-current image intended to be portrayed
by the PICK-UPS PLUS business. All remodeling, modernization or redecoration of
the Premises must be done in accordance with the standards and specifications as
prescribed by Franchisor from time to time and with the prior written approval
of Franchisor. All replacements must conform to Franchisor's then-current
quality standards and specifications and must be approved by Franchisor in
writing. Franchisor recommends, but currently does not require, that Franchisee
set aside funds to be used for remodeling and updating the Franchised Business.
Franchisee shall not be required to remodel, modernize and redecorate the
Premises more than once during the initial term of this Agreement requiring
expenditures in excess of TEN THOUSAND Dollars ($10,000.00); however,
maintenance of the Premises and modifying or replacing equipment may exceed this
amount, and maintenance costs and equipment costs may not be credited to
remodeling, modernization or redecoration expenditures.

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<PAGE> 8

IV. TRAINING AND ASSISTANCE

A. Franchisor shall make training available to Franchisee, Franchisee's
designated manager and one (1) employee of Franchisee per franchise. Training
for individuals in excess of the number specified in this Paragraph IV. shall be
provided at Franchisor's standard rate. Franchisee and/or its designated manager
shall successfully complete the initial training program prior to commencement
of business operations. The training program shall include both classroom and
on-the-job training at a Franchisor-designated facility. The training program at
Franchisor's designated location shall be approximately two (2) to three (3)
weeks and shall cover material aspects of the operation of the Franchised
Business including, without limitation, general bookkeeping procedures; retail
operational techniques; techniques for display and sale of products; marketing,
promotion and advertising techniques; inventory ordering techniques;
administrative procedures; maintenance procedures; deployment of labor; product
knowledge; customer service techniques; customer relations techniques; and
maintenance of quality standards. All expenses incurred by Franchisee and its
employees in attending such program including, without limitation, travel costs,
room and board expenses, and employees' salaries shall be the sole
responsibility of Franchisee.

B. For approximately one (1) week prior to and during commencement of
operations of the Franchised Business, Franchisor will furnish to Franchisee, at
the Premises and at Franchisor's expense, one (1) of Franchisor's
representatives for the purpose of facilitating the opening of Franchisee's
Franchised Business. During this period, such representative will also assist
Franchisee in establishing and standardizing procedures and techniques essential
to the operation of the Franchised Business and shall assist in training
personnel. Should Franchisee request additional assistance from Franchisor in
order to facilitate the opening of the Franchised Business, or should Franchisor
deem it necessary to provide such assistance, Franchisee shall reimburse
Franchisor for the expense of Franchisor providing such additional assistance at
the then-current rates published in the Manual including, but not limited to,
travel and lodging expenses for Franchisor or its representative.

C. If Franchisor determines, in its sole discretion, that Franchisee or
its designated manager is unable to satisfactorily complete the training program
at Franchisor's headquarters, Franchisor shall have the right to require that
Franchisee or its designated manager successfully complete additional training
or to terminate this Agreement in the manner herein provided. If this Agreement
is terminated pursuant to this Paragraph IV., Franchisor shall return to
Franchisee the Franchise Fees paid by Franchisee to Franchisor minus the
expenses incurred by Franchisor as of such date for providing training to
Franchisee and other expenses incurred by Franchisor not to exceed FIFTEEN
THOUSAND Dollars ($15,000.00). Franchisor shall have the option to purchase the
lease for the site from Franchisee at terms to be agreed upon by the parties.
Upon return of said amount, Franchisor shall be fully and forever released from
any claims or causes of action Franchisee may have under or pursuant to this
Agreement and Franchisee shall have no further right, title or interest in the
Marks or the System and any rights shall automatically revert to Franchisor.
Notwithstanding the foregoing, Franchisee shall be bound by all provisions
regarding confidentiality as set forth in Paragraphs VI., VII. and XV. of this
Agreement.

D. If Franchisee designates new or additional managers after the
initial training program, Franchisor shall provide training to such managers to
the extent that Franchisor can reasonably

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<PAGE> 9

accommodate such managers in Franchisor's regularly scheduled training course.
Additional managers employed by Franchisee shall be trained by Franchisor at the
then-current rates published by Franchisor in the Manual. Franchisee shall be
responsible for all expenses incurred by Franchisee or Franchisee's employees in
attending such additional training including, without limitation, travel costs,
room and board expenses and employees' salaries.

E. Franchisor from time to time may provide and, if it does, may
require that previously-trained and experienced franchisees and their managers
or employees attend and successfully complete continuing education and training
programs or seminars to be conducted at such location as may be designated by
Franchisor. Attendance at such continuing educational training programs or
seminars shall be at Franchisee's sole expense; provided, however, that
attendance will not be required at more than one (1) such program in any
calendar year and shall not collectively exceed three (3) business days in
duration during any calendar year.

V. PROPRIETARY MARKS

A. Franchisee acknowledges that John J. Fitzgerald is the owner of the
Marks and that Franchisee's right to use the Marks is derived solely from this
Agreement and is limited to the conduct of business by Franchisee pursuant to
and in compliance with this Agreement and all applicable standards,
specifications and operating procedures prescribed by Franchisor from time to
time during the term of this Agreement. Any unauthorized use of the Marks by
Franchisee is a breach of this Agreement and an infringement of the rights of
Franchisor in and to the Marks. Franchisee acknowledges that all usage of the
Marks by Franchisee and any goodwill established by Franchisee's use of the
Marks shall inure to the exclusive benefit of John J. Fitzgerald and Franchisor
and that this Agreement does not confer any goodwill or other interests in the
Marks upon Franchisee. Franchisee shall not, at any time during the term of this
Agreement or after its termination or expiration, contest the validity,
strength, enforceability or ownership of any of the Marks or assist any other
person in contesting the validity, strength, enforceability or ownership of any
of the Marks.

B. Franchisee shall not use any Mark or portion of any Mark as part of
any corporate or trade name, with any prefix, suffix or other modifying words,
terms, designs or symbols, or in any modified or other confusingly similar form,
nor may Franchisee use any Mark or any modification or other confusingly similar
form thereof in connection with the sale of any unauthorized product or service
or in any other manner not expressly authorized in writing by Franchisor. While
this Agreement is in effect, Franchisee may, however, use "PICK-UPS PLUS" as a
fictitious or assumed name and shall obtain such fictitious or assumed name
registrations as may be required under applicable law, at Franchisee's expense.
In no event, however, shall this right to use be considered a specific grant of
any ownership rights in the Marks. Franchisee shall not use any of the Marks in
any manner which has not been specified or approved by Franchisor.

C. Franchisee shall promptly notify Franchisor of any claim, demand or
cause of action based upon or arising from any attempt by any other person, firm
or corporation to use the Marks or any confusingly similar form thereof.
Franchisee shall also notify Franchisor of any action, claim or demand against
Franchisee relating to the Marks within ten (10) days after Franchisee receives
notice

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<PAGE> 10

of said action, claim or demand. Upon receipt of timely notice of any action,
claim or demand against Franchisee relating to the Marks, Franchisor shall have
the sole right to defend any such action. Franchisor shall have the exclusive
right to contest or bring action against any third party regarding the third
party's use of any of the Marks and shall exercise such right in its sole
discretion. In any defense or prosecution of any litigation relating to the
Marks or components of the System undertaken by Franchisor, Franchisee shall
cooperate with Franchisor and execute any and all documents and take all actions
as may be desirable or necessary in the opinion of Franchisor's counsel, to
carry out such defense or prosecution. Both parties will make every effort
consistent with the foregoing to protect, maintain and promote the Marks,
including the trade name "PICK-UPS PLUS" and its distinguishing characteristics
(and the other service marks, trademarks, slogans, etc., associated with the
System) as standing for the System and only the System. FRANCHISOR MAKES NO
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE USE, EXCLUSIVE
OWNERSHIP, VALIDITY OR ENFORCEABILITY OF THE MARKS.

D. If it becomes advisable at any time in Franchisor's sole discretion,
for Franchisor and/or Franchisee to modify or discontinue use of any Mark,
and/or use one or more additional or substitute trade names, trademarks, service
marks or other commercial symbols, Franchisee shall comply with Franchisor's
directions within a reasonable time after notice to Franchisee by Franchisor,
and Franchisor shall have no liability or obligation whatsoever with respect to
Franchisee's modification or discontinuance of any Mark.

E. In order to preserve the validity and integrity of the Marks and
copyrighted materials licensed herein and to ensure that Franchisee is properly
employing the same in the operation of its Franchised Business, Franchisor or
its agents shall have the right of entry and inspection of the Premises at all
reasonable times and, additionally, shall have the right to observe the manner
in which Franchisee is rendering its PICK-UPS PLUS services and conducting its
operations, to confer with Franchisee's employees and customers, and, at
Franchisee's expense, to select or request Franchisee to provide samples of
products, inventory, equipment, advertising and other items, materials and
supplies for inspection and evaluation purposes to make certain that the
services, products, inventory, materials, supplies, equipment and operations are
satisfactory and meet the quality control provisions and performance standards
established by Franchisor.

VI. CONFIDENTIAL OPERATIONS MANUAL

A. While this Agreement is in effect, Franchisor will loan to
Franchisee one (1) or more copies of the Manual containing mandatory and
suggested specifications, standards, operating procedures and rules prescribed
from time to time by Franchisor for PICK-UPS PLUS businesses and information
relative to other obligations of Franchisee hereunder and the operation of its
Franchised Business. Franchisor shall have the right to add to and otherwise
modify the Manual from time to time to reflect changes in the specifications,
standards, operating procedures and rules prescribed by Franchisor for PICK-UPS
PLUS businesses, provided that no such addition or modification shall alter
Franchisee's fundamental status and material rights under this Agreement.
Franchisee shall immediately upon notice adopt any such changes.

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<PAGE> 11

B. The Manual shall at all times remain the sole property of Franchisor
and shall promptly be returned, upon the expiration or other termination of this
Agreement. Franchisee shall not make any disclosure, duplication or other
unauthorized use of any portion of the Manual.

C. The Manual contains proprietary information of Franchisor and shall
be kept confidential by Franchisee both during the term of this Agreement and
after its expiration or termination. Franchisee shall at all times ensure that
its copy of the Manual be available at the Premises in a current and up-to-date
manner. At all times that the Manual is not in use by authorized personnel,
Franchisee shall maintain the Manual in a locked receptacle at the Premises and
shall only grant authorized personnel, as defined in the Manual, access to the
key or lock combination of such receptacle. In the event of any dispute as to
the contents of the Manual, the terms of the master copy of the Manual
maintained by Franchisor at Franchisor's home office shall be controlling.

VII. CONFIDENTIAL INFORMATION

A. Franchisee acknowledges that its entire knowledge of the operation
of the Franchised Business is and will be derived from information disclosed to
Franchisee by Franchisor and that certain of such information is proprietary,
confidential and a trade secret of Franchisor. In addition, any improvements
developed by Franchisee pursuant to Franchisee's operation of the Franchised
Business shall constitute proprietary information of Franchisor. "Trade Secrets"
refer to the whole or any portion of know-how, knowledge, methods,
specifications, processes, procedures and/or improvements regarding the
Franchised Business and the System that is valuable and secret in the sense that
it is not generally known to competitors of Franchisor. Franchisee shall
maintain the absolute confidentiality of all such proprietary information during
and after the term of this Agreement and shall not use any such information in
any other business or in any manner not specifically authorized or approved in
writing by Franchisor.

B. Franchisee shall divulge such confidential information only to the
extent and only to such of its employees as must have access to it in order to
operate the Franchised Business. Any and all information, knowledge and know-how
including, without limitation, drawings, materials, equipment, techniques,
retail business systems, techniques and procedures for display of products,
supplier lists and other data, shall be deemed confidential for purposes of this
Agreement, except information which Franchisee can demonstrate lawfully came to
its attention in writing prior to disclosure thereof by Franchisor; or which, at
the time of disclosure by Franchisor to Franchisee, had lawfully become a part
of the public domain, through publication or communication by others, in
writing.

C. Due to the special and unique nature of the confidential
information, proprietary marks and Manual of Franchisor, Franchisee acknowledges
that Franchisor shall be entitled to immediate equitable remedies including, but
not limited to, restraining orders and injunctive relief in order to safeguard
such proprietary, confidential, unique and special information of Franchisor and
that money damages alone would be an insufficient remedy with which to
compensate Franchisor for any breach of the terms of Paragraphs V., VI. and VII.
of this Agreement. Furthermore, all employees of Franchisee having access to the
confidential and proprietary information of Franchisor shall be required to
execute confidentiality agreements in a form acceptable to Franchisor.

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VIII. MODIFICATION OF THE SYSTEM

Franchisee acknowledges that from time to time hereafter Franchisor may
change or modify the System presently identified by the Marks, including the
adoption and use of new or modified trade names, trademarks, service marks or
copyrighted materials, new computer systems, new inventory items, new
merchandising techniques, new equipment or new techniques and that Franchisee
will be required to accept, use and display for the purpose of this Agreement
any such changes in the System as if they were part of this Agreement at the
time of execution hereof. Franchisee will make such expenditures as are
reasonably required by such modifications in the System. Franchisee shall not
change, modify or alter the System in any way, except as directed by Franchisor.

IX. ADVERTISING

Recognizing the value of advertising and the importance of the
standardization of advertising and promotion to the furtherance of the goodwill
and the public image of the Franchised Business, Franchisee agrees as follows:

A. Franchisee will submit to Franchisor or its designated agency, for
its prior approval, all promotional materials and advertising to be used by
Franchisee including, but not limited to, newspapers, radio and television
advertising, specialty and novelty items, signs and boxes. In the event written
disapproval of said advertising and promotional material is not given by
Franchisor to Franchisee within twenty (20) days from the date such materials
are received by Franchisor, said materials shall be deemed approved. Failure by
Franchisee to conform with the provisions herein and subsequent nonaction by
Franchisor to require Franchisee to cure or remedy this failure and default
shall not be deemed a waiver of such default or future or additional failures
and defaults of any other provision of this Agreement. The submission of
advertising to Franchisor for approval shall not affect Franchisee's right to
determine the prices at which Franchisee sells its products or services.

B. Franchisee shall spend a minimum of SEVEN THOUSAND Dollars
($7,000.00) for newspaper, direct mail, product discounts, advertising or
promotional items through other media within the Designated Area during the
first month of operation of the Franchised Business ("Grand Opening
Advertising"). Franchisor shall provide guidelines for conducting such Grand
Opening Advertising.

C. Franchisor shall develop the PICK-UPS PLUS Advertising and
Development Fund ("Advertising Fund") and Franchisee shall contribute to the
Advertising Fund an amount currently equal to one and one-half percent (1.5%) of
Franchisee's Gross Sales, as defined in Paragraph X.A. Franchisor, at its
discretion, may raise the requirement, however, Franchisor will not raise the
Advertising Fund contribution requirement above three percent (3%) during the
term of this Agreement. Franchisee's required payments to the Advertising Fund
shall be made at the same time, in the same manner as, and in addition to the
Royalty Fee provided in Paragraph X. herein. Such payments shall be made in
addition to and exclusive of any sums that Franchisee may be required to spend
on local advertising and promotion. The Advertising Fund shall be maintained and
administered by Franchisor or its designee, as follows:

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<PAGE> 13

1. Franchisor shall direct all advertising programs with sole
discretion over the creative concepts, materials and media used in such programs
and the placement and allocation thereof. Franchisor or its designee shall make
such expenditures for advertising and promotion in Franchisee's area of dominant
influence which are equivalent or proportionate to Franchisee's contribution.
However, Franchisor cannot and does not ensure that any particular franchisee
will benefit directly or pro rata from the placement of advertising.

2. Franchisor and affiliate-owned retail PICK-UPS PLUS businesses
operating under the Marks shall make contributions to the Advertising Fund
equivalent to the contributions required of Franchised Businesses within the
System.

3. The funds may be used to meet any and all costs of maintaining,
administering, directing and preparing advertising (including, without
limitation, the cost of preparing and conducting television, radio, magazine and
newspaper advertising campaigns and other public relations activities; employing
advertising agencies to assist therein; maintaining a toll free telephone number
to provide marketing assistance and support; paying salaries for employees who
develop marketing materials or provide or engage in promotional activities for
use in the System; and providing promotional brochures and other marketing
materials to franchisees in the System). All sums paid by Franchisee to the
Advertising Fund shall be maintained in a separate account from the other funds
of Franchisor and shall not be used to defray any of Franchisor's general
operating expenses, except for such reasonable administrative costs and
overhead, if any, as Franchisor may incur in activities reasonably related to
the administration or direction of the Advertising Fund and advertising programs
including, without limitation, conducting market research, preparing marketing
and advertising materials, and collecting and accounting for assessments for the
Advertising Fund.

4. Although Franchisor intends the Advertising Fund to be of
perpetual duration, Franchisor maintains the right to terminate the Advertising
Fund. The Advertising Fund shall not be terminated, however, until all monies in
the Advertising Fund have been expended for advertising and promotional
purposes.

5. An accounting of the operation of the Advertising Fund shall be
prepared annually and shall be made available to Franchisee upon request.
Franchisor reserves the right, at its option, to require that such annual
accounting include an audit of the operation of the Advertising Fund prepared by
an independent certified public accountant selected by Franchisor and prepared
at the expense of the Advertising Fund.

6. Once contributions to the Advertising Fund are made by
Franchisee, all such monies shall be used as herein required and shall not be
returned to Franchisee.

D. During each calendar month Franchisee will spend four percent (4%)
of the Gross Sales derived from the Franchised Business for the preceding
calendar month or ONE THOUSAND FIVE HUNDRED Dollars ($1,500.00) a month,
whichever is greater, on local advertising and promotion. Such expenditures
shall be made directly by Franchisee, subject to approval and direction by
Franchisor or Franchisor's designated advertising agency. Franchisor shall
provide guidelines for conducting local

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<PAGE> 14

advertising and promotional programs, and any deviations from such guidelines
shall be approved by Franchisor in writing prior to use. Within thirty (30) days
of the end of each month, Franchisee shall furnish to Franchisor, in a manner
approved by Franchisor, an accurate accounting of the expenditures on local
advertising and promotion for the preceding month just ended.

E. From time to time, Franchisor may designate a local, regional or
national Advertising Coverage Area in which Franchisee's business and at least
one (1) other PICK-UPS PLUS business is located for purposes of developing a
cooperative local, regional or national advertising or promotional program. If
directed by Franchisor, Franchisee agrees to participate in and contribute to
such cooperative advertising and promotional programs in Franchisee's
Advertising Coverage Area in addition to such contributions and expenditures as
required pursuant to Paragraphs IX.B., C. and D. The cost of the program shall
be allocated among locations in such area and each Franchisee's share shall be
in proportion to its sales during the preceding twelve (12) month period, or
portion of said period. Said contributions to cooperative advertising
promotional programs will be credited toward the local advertising and
promotional expenditure required in Paragraph IX.D. above up to fifty percent
(50%) of the required local advertising expenditures. "Advertising Coverage
Area" shall be defined as the area covered by the particular advertising medium
(television, radio or other medium) as recognized in the industry. At the time a
program is submitted, Franchisor shall submit a list to Franchisee of all
operating businesses within the Advertising Coverage Area. At its discretion,
Franchisor will appoint a three (3) to five (5) person cooperative advertising
council based on the number of franchised and Company-owned PICK-UPS PLUS
businesses in a given region; provided, however, that all councils will have at
least one (1) Franchisor representative.

F. Franchisor may, from time to time, develop and market special
promotional items which will be made available to Franchisee at Franchisor's
cost plus a reasonable mark up and Franchisee shall maintain a representative
inventory of such promotional items to meet public demand. Franchisee shall have
the right to purchase alternative promotional items provided that such
alternative goods conform to the specifications and quality standards
established by Franchisor from time to time.

G. Franchisee shall maintain a business phone and advertise
continuously in the classified or Yellow Pages of the local telephone directory
under the listings "Trucks," "Truck Accessories," "Truck Caps and Shells" or any
such other listings as deemed appropriate by Franchisor using mats of the type
and size approved in advance by Franchisor. When more than one (1) PICK-UPS PLUS
business serves a metropolitan area, classified advertisements shall list all
PICK-UPS PLUS businesses operating within the distribution area of such
classified directories, and Franchisee shall contribute its equal share in the
cost of such advertisement. The expenditures for such advertising shall be
credited toward the local advertising requirements pursuant to Paragraph IX.D.
of this Agreement.

H. Franchisee shall not use in advertising or any other form of
promotion, the copyrighted materials, trademarks, service marks or commercial
symbols of Franchisor without appropriate notices which may be required by
applicable laws or as Franchisor may from time to time direct including, without
limitation, (C), (R), or other copyright or trademark registration notices or
the designations (TM) or (SM) where applicable or an indication that the name
"PICK-UPS PLUS" and the Mark "PICK-UPS PLUS YOUR TRUCK STORE", are the trade
names, trademarks and service marks of Franchisor.

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X. CONTINUING SERVICES AND ROYALTY FEE

A. Franchisee shall pay without offset, credit or deduction of any
nature to Franchisor, so long as this Agreement shall be in effect, a weekly
Royalty Fee equal to six percent (6%) of the Gross Sales derived from the
Franchised Business. Said fee shall be paid weekly in the manner specified below
or as otherwise prescribed in the Manual.

1. On or before Friday of each week, Franchisee will submit to
Franchisor, on a form approved by Franchisor, a correct statement, signed by
Franchisee, of Franchisee's Gross Sales for the preceding week just ended
Friday. Each weekly statement of Gross Sales shall be accompanied by
Franchisee's calculation of the Royalty Fee payment based on the Gross Sales
reported in the statement so submitted and a sales report for the preceding week
just ended Friday. Franchisee shall make available to Franchisor all original
books and records that Franchisor may deem necessary to ascertain Franchisee's
Gross Sales for reasonable inspections at reasonable times.

2. The term "Gross Sales," as used herein and throughout this
Agreement, shall mean and include the total of all revenues and income from the
sale of pick-up truck accessories and related merchandise, products and services
including, but not limited to, the Trademarked Product Lines (if developed), to
customers of Franchisee or any other source, whether or not sold or performed at
or from the Franchised Business, and whether received in cash, in services in
kind, from barter and/or exchange, on credit (whether or not payment is received
therefor) or otherwise. There will be deducted from Gross Sales for purposes of
said computation (but only to the extent they have been included) the amount of
all sales tax receipts or similar tax receipts which, by law, are chargeable to
customers, if such taxes are separately stated when the customer is charged and
if such taxes are paid to the appropriate taxing authority. There will be
further deducted from Gross Sales the amount of any documented mailing and
shipping costs, refunds, chargebacks, credits and allowances given in good faith
to customers by Franchisee. All barter and/or exchange transactions pursuant to
which Franchisee furnishes services and/or products in exchange for goods or
services to be provided to Franchisee by a vendor, supplier or customer will,
for the purpose of determining Gross Sales, be valued at the full retail value
of the goods and/or services so provided to Franchisee.

B. All Royalty Fees, advertising contributions, amounts due for
purchases by Franchisee from Franchisor or Franchisor's affiliate(s), and other
amounts which Franchisee owes to Franchisor or Franchisor's affiliate(s) shall
bear interest after the due date at eighteen percent (18%) per annum or the
highest applicable legal rate for open account business credit, whichever is
greater. Franchisee acknowledges that this Paragraph X. shall not constitute an
agreement by Franchisor or Franchisor's affiliate(s) to accept such payments
after same are due or a commitment by Franchisor to extend credit to, or
otherwise finance Franchisee's operation of the Franchised Business. Further,
Franchisee acknowledges that its failure to pay all amounts when due shall
constitute grounds for termination of this Agreement, as provided in Paragraph
XVI. hereof.

C. Notwithstanding any designation by Franchisee, Franchisor shall have
the sole discretion to apply any payments by Franchisee to any past due
indebtedness of Franchisee for Royalty Fees,

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advertising contributions, purchases from Franchisor, interest or any other
indebtedness, in such amounts and in such order as Franchisor shall determine.

XI. ACCOUNTING AND RECORDS

A. Franchisee shall maintain during the term of this Agreement, and
shall preserve for the time period specified in the Manual, full, complete and
accurate books, records and accounts in accordance with the standard accounting
system prescribed by Franchisor in the Manual or otherwise in writing.
Franchisee shall retain during the term of this Agreement and for three (3)
years thereafter all books and records related to the Franchised Business
including, without limitation, sales checks, purchase orders, invoices, payroll
records, check stubs, sales tax records and returns, cash receipts and
disbursement journals, general ledgers and any other financial records
designated by Franchisor or required by law.

B. Franchisee will supply to Franchisor on or before the fifteenth
(15th) day of the following calendar month, in a form approved by Franchisor, a
balance sheet as of the end of the last preceding calendar quarter and a profit
and loss statement for such quarter and Franchisee's fiscal year-to-date.
Additionally, Franchisee shall, at its expense, submit to Franchisor within
ninety (90) days of the end of each fiscal year during the term of this
Agreement, a profit and loss statement for such fiscal year and a balance sheet
as of the last day of such fiscal year, prepared on an accrual basis including
all adjustments necessary for fair presentation of the financial statements.
Such financial statements will be certified to be true and correct by
Franchisee. Franchisor requires, at Franchisee's expense, annual financial
statements, prepared in accordance with generally accepted accounting standards,
reviewed or audited by an independent certified public accountant. Franchisee
shall supply to Franchisor all federal and state income tax returns filed for
the Franchised Business within thirty (30) days after such filing.

C. Franchisee shall submit to Franchisor such other periodic reports,
forms and records in the manner and at the time as specified in the Manual or as
Franchisor shall otherwise require in writing from time to time.

D. Franchisee shall record all sales on a computerized inventory system
approved by Franchisor or as may be designated by Franchisor in the Manual or
otherwise in writing. Franchisee acknowledges that Franchisor shall have the
right to require Franchisee to utilize computerized inventory systems which are
fully compatible with any program or system which Franchisor, in its discretion,
may employ. If Franchisor requires such computerized inventory systems, all
Gross Sales and all sales information shall be recorded on such equipment.
Franchisor shall have full access to all of Franchisee's data, system and
related information by means of direct access whether in person, or by
telephone/modem.

E. Franchisor or its designated agents shall have the right at all
reasonable times to examine and copy, at its expense, the books, records and tax
returns of Franchisee. Franchisor shall also have the right, at any time, to
have an independent audit made of the books and records of Franchisee at
Franchisor's expense. If an inspection or audit should reveal that any payments
due to Franchisor have been understated in any report to Franchisor, Franchisee
shall immediately pay to Franchisor the amount

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<PAGE> 17

understated upon demand, in addition to interest from the date such amount was
due until paid, at the rate of eighteen percent (18%) per annum or the maximum
rate permitted by law, whichever is greater. If an inspection or audit discloses
an understatement in any report of two percent (2%) or more, Franchisee shall,
in addition, reimburse Franchisor for any and all costs and expenses connected
with the inspection or audit (including, without limitation, reasonable
accounting and attorneys' fees). The foregoing remedies shall be in addition to
any other remedies Franchisor may have.

F. Franchisee acknowledges that nothing contained herein constitutes
Franchisor's agreement to accept any payments after same are due or a commitment
by Franchisor to extend credit to or otherwise finance Franchisee's operation of
the Franchised Business. Further, Franchisee acknowledges that its failure to
pay all amounts when due shall constitute a material default and grounds for
termination of this Agreement.

XII. STANDARDS OF QUALITY AND PERFORMANCE

A. Franchisee shall comply with all requirements set forth in this
Agreement, the Manual and other written policies supplied to Franchisee by
Franchisor. Mandatory specifications, standards, operating procedures and rules
prescribed from time to time by Franchisor in the Manual or otherwise
communicated to Franchisee in writing, shall constitute provisions of this
Agreement as if fully set forth herein and shall be reasonably and uniformly
applied to all franchisees. All references herein to this Agreement shall
include all such mandatory specifications, standards and operating procedures
and rules. Franchisee shall comply with the entire System including, but not
limited to, the provisions of this Paragraph XII.

B. Franchisee shall commence operation of the Franchised Business not
later than nine (9) months after execution of this Agreement, unless otherwise
agreed upon in writing by Franchisor. Prior to such opening, Franchisee shall
have complied with all Franchisor's pre-opening standards and specifications. If
Franchisee for any reason fails to commence operation as herein provided, such
failure shall be considered a default and Franchisor may terminate this
Agreement as herein provided.

C. Franchisee shall maintain the condition and appearance of the
Premises consistent with Franchisor's standards. Franchisee shall maintain the
Premises as is from time to time required to maintain or improve the appearance
and efficient operation of the Franchised Business including, but not limited
to, replacement of worn out or obsolete fixtures and signs, and repair of the
exterior and interior of the Premises. If at any time, in Franchisor's judgment,
the general state of repair or the appearance of the Premises or its equipment,
fixtures, signs or decor does not meet Franchisor's standards therefor,
Franchisor shall so notify Franchisee, specifying the action to be taken by
Franchisee to correct such deficiency. If Franchisee fails or refuses to
initiate within thirty (30) days after receipt of such notice, and thereafter
continue, a bona fide program to complete any required maintenance, Franchisor
shall have the right, in addition to all other remedies, to enter upon the
Premises and effect such maintenance on behalf of Franchisee and Franchisee
shall pay the entire costs thereof on demand.

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<PAGE> 18

D. Franchisee shall make no alterations to the Premises nor shall
Franchisee replace or alter the equipment, fixtures or signs of the Franchised
Business without the prior written approval by Franchisor.

E. Franchisee shall offer for sale, use, sell and provide at the
Franchised Business all types of pick-up truck accessories and related
merchandise, products and services that Franchisor from time to time authorizes
and will not offer for sale or sell or provide at the Franchised Business or the
premises which it occupies any other category of merchandise or products or use
such premises for any purpose other than the operation of the Franchised
Business in full compliance with this Agreement.

F. From time to time, Franchisor shall provide to Franchisee a list of
approved manufacturers, suppliers and distributors authorized for the Franchised
Business ("Approved Suppliers List") and a list of approved inventory, products,
fixtures, furniture, equipment, signs, stationery, supplies and other items or
services necessary to operate the Franchised Business ("Approved Supplies
List"). Franchisor may revise the Approved Supplies List and Approved Suppliers
List from time to time in its sole discretion. If Franchisee proposes to offer
for sale or use at the Franchised Business any brand of product, or other
material or supply which is not on the Approved Supplies List or to purchase any
product from a supplier that is not on the Approved Suppliers List, Franchisee
shall first notify Franchisor and shall upon request by Franchisor submit
samples and such other information as Franchisor requires for examination and/or
testing or to otherwise determine whether such product, material or supply, or
such proposed supplier meets its specifications and quality standards. A charge
not to exceed the reasonable cost of the inspection and evaluation and the
actual cost of the test shall be paid by Franchisee or the supplier. Franchisor
reserves the right to re-inspect the facilities and products of any supplier of
an approved item and to revoke its approval of any item or supplier which fails
to continue to meet any of Franchisor's criteria or which refuses to allow
re-inspection.

G. All inventory, products and materials, and other items and supplies
used in the operation of the Franchised Business which are not specifically
required to be purchased in accordance with Franchisor's Approved Supplies List
and Approved Suppliers List shall conform to the specifications and quality
standards established by Franchisor from time to time.

H. Franchisor may, in the future, develop certain Trademarked Product
Lines consisting of specially developed or private labeled pick-up truck
accessories or other merchandise and products bearing the Marks. At such time as
Franchisor introduces the Trademarked Product Lines into the System (if ever),
Franchisee acknowledges that Franchisee shall be required to carry an adequate
supply and maintain a representative inventory of such Trademarked Product Lines
as required by the Manual, and Franchisee shall maintain, carry and promote such
Trademarked Product Lines for use in servicing the general public in order to
meet customer demand as designated by Franchisor. Franchisee shall, throughout
the term of this Agreement, purchase Trademarked Product Lines from Franchisor,
Franchisor's affiliate or other designated sources which manufacture the
Trademarked Product Lines to Franchisor's precise specifications.

I. Franchisor may, in the future, develop and custom design a software
package for conducting inventory control, accounting and related activities. If
developed, the Software shall be

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<PAGE> 19

proprietary to and confidential information of Franchisor. Franchisor has
determined that it shall not be able to practically alter the Software and
System to accommodate each and every franchisee of the System; therefore,
Franchisee shall utilize the Software in the operation of the Franchised
Business and comply with all specifications and standards prescribed by
Franchisor regarding the Software, as shall be provided from time to time in the
Manual. This unique software will be in an ongoing development and testing state
and upgrades may be implemented into the System at Franchisor's discretion. If
developed, Franchisor or its designee shall provide ongoing service and support
to Franchisee regarding the Software, and Franchisor shall lease such software
to Franchisee at the then-current rates published by Franchisor.

J. Franchisee, at its expense, shall secure and maintain in force all
required licenses, permits and certificates relating to the operation of the
Franchised Business and shall operate the Franchised Business in full compliance
with all applicable laws, ordinances and regulations including, without
limitation, all government regulations relating to occupational hazards and
health, consumer protection, trade regulation, workers' compensation,
unemployment insurance and withholding and payment of federal and state income
taxes, social security taxes and sales, use and property taxes. Franchisee shall
refrain from any merchandising, advertising or promotional practice which is
unethical or may be injurious to the business of Franchisor and/or other
Franchised Business or to the goodwill associated with the Marks.

K. Franchisee shall, in the operation of the Franchised Business, use
only displays, labels, forms and other products and documentation imprinted with
the Marks and colors as prescribed from time to time by Franchisor.

L. Prior to commencement of operation of the Franchised Business,
Franchisee shall adequately supply the Franchised Business with a representative
inventory as prescribed by Franchisor of pick-up truck accessories of the type,
quantity and quality as specified by Franchisor. Franchisee shall maintain
levels of inventory that shall permit operation of the Franchised Business at
maximum capacity.

M. The Franchised Business shall at all times be under the direct,
on-premises supervision of Franchisee (or a trained and competent employee
acting as full-time manager). Franchisee shall keep Franchisor informed at all
times of the identity of any employee(s) acting as manager(s) of the Franchised
Business. To the extent that Franchisor can reasonably accommodate Franchisee's
manager in Franchisee's regularly scheduled training course, Franchisor shall
make training available, as is reasonable and necessary, for all managers
designated by Franchisee. Franchisor shall provide such training as provided in
Paragraph IV.D. of this Agreement. In no event will Franchisor be under any
obligation to provide individual training to Franchisee's managers. Franchisee
shall, at all times, faithfully, honestly and diligently perform its obligations
hereunder and shall not engage in any business or other activities that will
conflict with its obligations hereunder.

N. Franchisee shall not install or maintain on the Premises any
newspaper racks, video games, juke boxes, gaming machines, gum machines, games,
rides, vending machines or other similar devices without the written approval of
Franchisor.

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<PAGE> 20

O. At such time that more than one (1) franchisee conducts a Franchised
Business in any given region (the boundaries of such region to be determined in
the sole and absolute discretion of Franchisor), Franchisor may form a PICK-UPS
PLUS Regional Advisory Council ("Council"). Franchisee shall participate in all
Council programs approved by Franchisor for Franchisee's particular Council. The
purposes of the Council(s) include, but are not limited to, exchanging ideas and
problem-solving methods, advising Franchisor on expenditures for regional
advertising, providing back-up support and staffing for political influence and
coordinating System franchisee efforts. Franchisee shall pay all Council
assessments levied by the Council, and Franchisor has the right to enforce this
obligation. Amounts and expenditures may vary from time to time and due to
variations in Council participation and costs as determined by a particular
Council and as approved by Franchisor. Although Franchisee shall pay such
Council assessments, such assessments shall in no way diminish Franchisee's
rights and the benefit of the bargain under this Agreement.

P. Franchisee shall notify Franchisor in writing within five (5) days
of any written threat or the actual commencement of any action, suit or
proceeding or 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 Franchised Business.

XIII. FRANCHISOR'S OPERATIONS ASSISTANCE

A. Franchisor may from time to time advise or offer guidance to
Franchisee relative to prices for the services and products offered for sale by
the Franchised Business that in Franchisor's judgment, constitute good business
practice. Such guidance will be based on the experience of Franchisor and its
franchisees in operating the Franchised Business and an analysis of the costs of
such products and prices charged for competitive products. Franchisee shall not
be obligated to accept any such advice or guidance and shall have the sole right
to determine the prices to be charged by the Franchised Business and no such
advice or guidance shall be deemed or construed to impose upon Franchisee any
obligation to charge any fixed, minimum or maximum prices for any product
offered for sale by the Franchised Business.

B. Upon commencement of operation of the Franchised Business and during
the term of this Agreement, Franchisor may provide to Franchisee the following:

1. A comprehensive list of established sources of equipment,
supplies and containers necessary for the operation of the Franchised Business
and provide specifications for such products;

2. Coordination of product distribution for local, regional and
national suppliers;

3. Regulation of quality standards and products in conformance
throughout the network of Franchised Businesses;

4. Coordination of advertising materials and strategies; and

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<PAGE> 21

5. Negotiation of group rates for purchases of products and
materials as Franchisor, in its sole discretion, deems necessary and
appropriate.

C. Franchisor may furnish Franchisee with such assistance in connection
with the operation of the Franchised Business as is reasonably determined to be
necessary by Franchisor from time to time. Operations assistance may consist of
advice and guidance with respect to:

1. Proper utilization of procedures by the Franchised Business
regarding the service and sale of all services and products approved by
Franchisor;

2. Additional products and services authorized for sale from the
Franchised Business;

3. Purchase of inventory items, materials and supplies;

4. The institution of proper administrative, bookkeeping,
accounting, inventory control, supervisory and general operating procedures for
the effective operation of the Franchised Business;

5. Advertising and promotional programs; and

6. On-going research and development of new procedures and
techniques, new products and materials and other enhancements to the System.

D. Franchisor may make periodic visits to the Franchised Business for
the purposes of consultation, assistance and guidance of Franchisee in all
aspects of the operation and management of the Franchised Business. Franchisor
or Franchisor's representatives who visit at the Franchised Business may
prepare, for the benefit of both Franchisor and Franchisee, written reports with
respect to such visits outlining any suggested changes or improvements in the
operations of the Franchised Business and detailing any defaults in such
operations which become evident as a result of any such visit. A copy of each
such written report shall be provided to both Franchisor and Franchisee.
Franchisor shall advise Franchisee of problems arising out of the operation of
the Franchised Business as disclosed by reports submitted to Franchisor by
Franchisee or by inspections conducted by Franchisor of the Franchised Business.

E. All of the specifications, Approved Suppliers Lists, Approved
Supplies Lists, training and operations manuals to be provided by Franchisor to
Franchisee pursuant to this Agreement shall be delivered upon Franchisee's
satisfactory completion of Franchisor's initial training program.

XIV. INSURANCE

A. Franchisee shall procure at its expense and maintain in full force
and effect during the term of this Agreement, an insurance policy or policies
protecting Franchisee and Franchisor and its officers, directors, partners and
employees, against any loss, liability, personal injury, death, property damage
or expense whatsoever arising or occurring upon or in connection with the
Franchised Business, as Franchisor may reasonably require for its own and
Franchisee's protection. Franchisor shall be named

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<PAGE> 22

an additional insured in such policy or policies. Such insurance is limited to
its "conditions, provisions and exclusions" and does not necessarily include any
expense whatsoever arising or occurring upon or in connection with the
Franchised Business.

B. Such policy or policies shall be written by a licensed insurance
company licensed in the state in which Franchisee operates and having at least
an "A" Rating Classification as indicated in Best's Key Rating Guide in
accordance with standards and specifications set forth in the Manual or
otherwise in writing, and shall include, at a minimum (except as different
coverages and policy limits may reasonably be specified for all franchisees from
time to time by Franchisor in the Manual or otherwise in writing), the
following:

1. All risks or special form coverage insurance on the Franchised
Business and all fixtures, equipment, supplies and other property used in the
operation of the Franchised Business (which coverage shall include flood and/or
earthquake coverage where appropriate, and theft insurance) for full repair and
replacement value of the equipment, improvements and betterments, without any
applicable co-insurance clause, except that an appropriate deductible clause
shall be permitted.

2. Workers' compensation and employer's liability insurance as well
as such other insurance as may be required by statute or rule of the state or
country in which the Franchised Business is located and operated.

3. Comprehensive general liability insurance and product liability
insurance, including a per premises aggregate with the following coverages:
broad form contractual liability, personal injury products/completed operation,
and fire legal, insuring Franchisor and Franchisee against all claims, suits,
obligations, liabilities and damages, including attorneys' fees, based upon or
arising out of actual or alleged personal injuries or property damage resulting
from, or occurring in the course of, or on or about or otherwise relating to the
Franchised Business, including General Aggregate coverage in the following
limits:

Recommended Coverage Minimum Limits of Coverage
-------------------- --------------------------
<S> <C>
General Aggregate......................................... $1,000,000.00
Products/Completed Operations Aggregate................... $1,000,000.00
Personal and Advertising Injury........................... $1,000,000.00
Each Occurrence........................................... $1,000,000.00
Fire Damage (any one fire).................................... $50,000.00
Medical Expense (any one person).............................. $5,000.00
</TABLE>

4. Business interruption insurance for actual losses sustained.

5. Automobile liability insurance, including owned, hired and
non-owned vehicle coverage, with a combined single limit of at least ONE MILLION
Dollars ($1,000,000.00).

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<PAGE> 23

6. Such insurance and types of coverage as may be required by the
terms of any lease for the Franchised Business or as may be required from time
to time by Franchisor.

C. The insurance afforded by the policy or policies respecting
liability shall not be limited in any way by reason of any insurance which may
be maintained by Franchisor. Within sixty (60) days of the signing of this
Agreement, but in no event later than the date on which Franchisee acquires an
interest in the real property on which it will develop and operate the
Franchised Business, an Accord Form Certificate of Insurance showing compliance
with the foregoing requirements shall be furnished by Franchisee to Franchisor
for approval. Such certificate shall state that said policy or policies will not
be canceled or altered without at least thirty (30) days prior written notice to
Franchisor and shall reflect proof of payment of premiums. Maintenance of such
insurance and the performance by Franchisee of the obligations under this
Paragraph XIV. shall not relieve Franchisee of liability under the indemnity
provision set forth in this Agreement. Minimum limits as required above may be
modified from time to time, as conditions require, by written notice to
Franchisee.

D. Should Franchisee, for any reason, not procure and maintain such
insurance coverage as required by this Agreement, Franchisor shall have the
right and authority (without, however, any obligation to do so) immediately to
procure such insurance coverage and to charge same to Franchisee, which charges,
together with a reasonable fee for expenses incurred by Franchisor in connection
with such procurement, shall be payable by Franchisee immediately upon notice.

XV. COVENANTS

A. Unless otherwise specified, the term "Franchisee" as used in this
Paragraph XV. shall include, collectively and individually, Franchisee as
defined in Paragraph XXXI.

B. Franchisee covenants that during the term of this Agreement, except
as otherwise approved in writing by Franchisor, Franchisee (if Franchisee is an
individual), a shareholder of a beneficial interest of ten percent (10%) or more
of the securities of Franchisee (if Franchisee is a corporation), a general
partner of Franchisee (if Franchisee is a partnership) or Franchisee's full-time
manager shall devote full-time energy and best efforts to the management and
operation of the Franchised Business.

C. Franchisee covenants that during the term of this Agreement, except
as otherwise approved in writing by Franchisor, Franchisee shall not, either
directly or indirectly, for himself, or through, on behalf of or in conjunction
with any person, persons, partnership or corporation:

1. Divert or attempt to divert any business or customer of the
Franchised Business to any competitor, by direct or indirect inducement or
otherwise, or do or perform, directly or indirectly, any other act injurious or
prejudicial to the goodwill associated with the Marks or the System.

2. Employ or seek to employ any person who is at that time
employed by Franchisor, or by any other franchisee of Franchisor, or otherwise
directly or indirectly induce or seek to induce such person to leave his or her
employment thereat.

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<PAGE> 24

3. Own, maintain, engage in or have any interest in any business
(including any business operated by Franchisee prior to entry into this
Agreement) specializing, in whole or in part, in offering or selling pick-up
truck accessories or related merchandise and products or any other business
which sells or offers to sell the same as, or similar to, those sold in the
System.

D. Franchisee specifically acknowledges that, pursuant to this
Agreement, Franchisee will receive valuable training and confidential
information including, without limitation, information regarding the
promotional, operational, sales and marketing methods and techniques of
Franchisor and the System. Accordingly, Franchisee covenants that, except as
otherwise approved in writing by Franchisor, Franchisee shall not, for a period
of one (1) year after the expiration or termination of this Agreement,
regardless of the cause of termination, either directly or indirectly, for
himself, or through, on behalf of or in conjunction with any person, persons,
partnership or corporation, own, maintain, engage in, consult with or have any
interest in any business engaged primarily in the offering and selling of
pick-up truck accessories or other related merchandise and products the same as,
or similar to, the type sold in the System:

1. Within the Metropolitan Statistical Area, as that term is defined
by the United States Census Bureau ("MSA") in which the Franchised Business is
located; or

2. Within a radius of ten (10) miles of the Franchised Business; or

3. Within a radius of ten (10) miles of the location of any other
business using the System, whether franchised or owned by Franchisor.

E. Each of the foregoing covenants shall be construed as independent of
any other covenant or provision of this Agreement. If all or any portion of a
covenant in this Paragraph XV. is held unreasonable or unenforceable by a court
or agency having valid jurisdiction in an unappealed final decision to which
Franchisor is a party, Franchisee 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 Paragraph XV.

F. Franchisee understands and acknowledges that Franchisor shall have
the right, in its sole discretion, to reduce the scope of any covenant set forth
in Paragraphs XV.C. and D. in this Agreement or any portion thereof, without
Franchisee's consent, effective immediately upon receipt by Franchisee of
written notice thereof. Franchisee shall comply forthwith with any covenant as
so modified, which shall be fully enforceable notwithstanding the provisions of
Paragraph XXVII. hereof.

G. Franchisor shall have the right to require all of Franchisee's
officers, directors, shareholders, general partners, limited partners, personnel
performing managerial or supervisory functions and all personnel receiving
training from Franchisor to execute similar covenants in a form satisfactory to
Franchisor.

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<PAGE> 25

XVI. DEFAULT AND TERMINATION

A. If Franchisee is in substantial compliance with this Agreement and
Franchisor materially breaches this Agreement and fails to cure such breach
within a reasonable time after written notice thereof is delivered to
Franchisor, Franchisee may terminate this Agreement. Such termination shall be
effective thirty (30) days after delivery of notice to Franchisor that such
breach has not been cured and Franchisee elects to terminate this Agreement. A
termination of this Agreement by Franchisee for any reason other than breach of
this Agreement by Franchisor and Franchisor's failure to cure such breach within
a reasonable time after receipt of written notice thereof shall be deemed a
termination by Franchisee without cause.

B. This Agreement shall terminate automatically upon delivery of notice
of termination to Franchisee if Franchisee or its owner(s), officer(s) or
manager(s):

1. Fails to satisfactorily complete the training program as provided
in Paragraph IV. of this Agreement;

2. Has made any material misrepresentation or omission in its
application for the franchise;

3. Is convicted of or pleads no contest to a felony or other crime
or offense that is likely to adversely affect the reputation of Franchisee or
the Franchised Business;

4. Makes any unauthorized use, disclosure or duplication of any
portion of the Manual or duplicates, discloses or makes any unauthorized use of
any trade secret or confidential information provided to Franchisee by
Franchisor;

5. Abandons, fails or refuses to actively operate the Franchised
Business for two (2) business days in any twelve (12) month period, unless the
Franchised Business has been closed for a purpose approved by Franchisor or due
to force majeure, or fails to relocate to approved premises within an approved
period of time following expiration or termination of the lease for the
Premises;

6. Surrenders or transfers control of the operation of the
Franchised Business, makes an unauthorized direct or indirect assignment of the
franchise or an ownership interest in Franchisee or fails or refuses to assign
the franchise or the interest in Franchisee of a deceased or disabled
controlling owner thereof as herein required;

7. Submits to Franchisor on two (2) or more separate occasions at
any time during the term of the franchise any reports or other data, information
or supporting records which understate by more than two percent (2%) the Royalty
Fees for any period of, or periods aggregating, three (3) or more weeks, and
Franchisee is unable to satisfactorily demonstrate to Franchisor that such
understatements resulted from inadvertent error;

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<PAGE> 26

8. Materially misuses or makes an unauthorized use of any Marks or
commits any act which can reasonably be expected to impair the goodwill
associated with any Marks;

9. Materially misuses or makes an unauthorized use of the Software
(if developed);

10. Fails on two (2) or more separate occasions within any period of
twelve (12) consecutive weeks to submit when due reports or other information or
supporting records, to pay when due the Royalty Fees, advertising contributions,
amounts due for purchases from Franchisor or Franchisor's affiliate(s) or other
payments due to Franchisor or Franchisor's affiliate(s), or otherwise fails to
comply with this Agreement, whether or not such failures to comply are corrected
after notice thereof is delivered to Franchisee; or

11. If Franchisee shall be adjudicated bankrupt, becomes insolvent,
commits any affirmative act of insolvency or files any action or petition of
insolvency, or if a receiver (permanent or temporary) of its property or any
part thereof is appointed by a court of competent authority, if it makes a
general assignment for the benefit of its creditors, or if a final judgment
remains unsatisfied of record for thirty (30) days or longer (unless supersedeas
bond is filed), if execution is levied against Franchisee's business or
property, or if suit to foreclose any lien or mortgage against its premises or
equipment is instituted against Franchisee and not dismissed within thirty (30)
days or is not in the process of being dismissed; provided, however, that
Franchisor reserves the right to be named as trustee or receiver in any
voluntary petition for bankruptcy or insolvency filed by Franchisee.

C. This Agreement shall terminate without further action by Franchisor
or notice to Franchisee if Franchisee or Franchisee's owner:

1. Fails or refuses to make payments of any amounts due Franchisor
or Franchisor's affiliate(s) for Royalty Fees, advertising contributions,
purchases from Franchisor, Franchisor's parent or affiliate(s) or any other
amounts due to Franchisor or Franchisor's affiliate(s), and does not correct
such failure or refusal within ten (10) business days after written notice of
such failure is delivered to Franchisee;

2. Fails or refuses to comply with any other provision of this
Agreement, or any mandatory specification, standard or operating procedure
prescribed in the Manual or otherwise in writing and does not correct such
failure within thirty (30) days (or provide proof acceptable to Franchisor that
it has made all reasonable efforts to correct such failure and will continue to
make all reasonable efforts to cure until a cure is effected, if such failure
cannot reasonably be corrected within thirty [30] days) after written notice of
such failure to comply is delivered to Franchisee.

D. To the extent that the provisions of this Agreement provide for
periods of notice less than those required by applicable law, or provide for
termination, cancellation, non-renewal or the like other than in accordance with
applicable law, such provisions shall, to the extent such are not in accordance
with applicable law, not be effective, and Franchisor shall comply with
applicable law in connection with each of these matters.

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<PAGE> 27

E. In addition to Franchisor's right to terminate this Agreement, and
not in lieu of such right or any other rights against Franchisee, Franchisor, in
the event that Franchisee shall not have cured a default under this Agreement
within the twenty (20) business days after receipt of a written notice to cure
from Franchisor, may, at its option, enter upon the Premises and exercise
complete authority with respect to the operation of said business until such
time as Franchisor determines that the default of Franchisee has been cured and
that there is compliance with the requirements of this Agreement. A designated
representative of Franchisor may take over, control and operate said business,
and Franchisee shall pay Franchisor a service fee per day as specified in the
Manual, plus all travel expenses, room and board and other expenses reasonably
incurred by such representative so long as it shall be required by the
representative to enforce compliance herewith. If, as herein provided,
Franchisor temporarily operates for Franchisee the Franchised Business,
Franchisee shall indemnify and hold harmless Franchisor and any representative
of Franchisor from any claims arising from the acts and omissions of Franchisor
and its representative.

XVII. RIGHTS AND DUTIES OF PARTIES UPON EXPIRATION OR TERMINATION

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

A. Franchisee shall immediately cease to operate the Franchised
Business under this Agreement, and shall not thereafter, directly or indirectly,
represent to the public or hold itself out as a present or former franchisee of
Franchisor.

B. Upon demand by Franchisor, at Franchisor's discretion, Franchisee
shall assign to Franchisor, Franchisee's interest in any lease then in effect
for the Premises, and Franchisee shall furnish Franchisor with evidence
satisfactory to Franchisor of compliance with this obligation within fifteen
(15) days after termination or expiration of this Agreement.

C. Franchisee shall immediately and permanently cease to use, by
advertising or in any manner whatsoever, any confidential methods, procedures
and techniques associated with the System; the Marks, any distinctive forms,
slogans, signs, symbols, logos or devices associated with the System. In
particular, Franchisee shall cease to use, without limitation, all signs,
advertising materials, stationery, forms and any other articles which display
the Marks associated with the System.

D. Franchisee shall take such action as may be necessary to cancel or
assign to Franchisor or its designee, at Franchisor's option, any fictitious or
assumed name rights or equivalent registration filed with state, city or county
authorities which contains the name "PICK-UPS PLUS" or any other service mark or
trademark associated with the System, and Franchisee shall furnish Franchisor
with evidence satisfactory to Franchisor of compliance with this obligation
within thirty (30) days after termination or expiration of this Agreement.

E. In the event Franchisee continues to operate or subsequently begins
to operate any other business, Franchisee shall not use any reproduction,
counterfeit, copy or colorable imitation of the Marks either in connection with
such other business or the promotion thereof, which is likely to cause
confusion,

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<PAGE> 28

mistake or deception, or which is likely to dilute Franchisor's rights in and to
the Marks and further, Franchisee shall not utilize any designation of origin or
description or representation which falsely suggests or represents an
association or connection with Franchisor so as to constitute unfair
competition. Franchisee shall make such modifications or alterations to the
Premises operated hereunder (including, without limitation, the changing of the
telephone number) immediately upon termination or expiration of this Agreement
as may be necessary to prevent any association with Franchisor or the System and
any business thereon subsequently operated by Franchisee or others, and shall
make such specific additional changes thereto as Franchisor may reasonably
request for that purpose including, without limitation, removal of all
distinctive physical and structural features identifying the System. In the
event Franchisee fails or refuses to comply with the requirements of this
Paragraph XVII., Franchisor shall have the right to enter upon the Premises
where the Franchised Business was conducted, 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 Franchisee, which expense Franchisee shall pay
upon demand.

F. Franchisee shall promptly pay all sums owing to Franchisor. In the
event of termination for any default of Franchisee, such sums shall include all
damages, costs and expenses, including reasonable attorneys' fees, incurred by
Franchisor as a result of the default.

G. Franchisee shall pay to Franchisor all damages, costs and expenses,
including reasonable attorneys' fees, incurred by Franchisor subsequent to the
termination or expiration of the franchise herein granted in obtaining
injunctive or other relief for the enforcement of any provisions of this
Paragraph XVII. or Paragraph XV.

H. Franchisee shall immediately turn over to Franchisor all manuals,
including the Manual, supplier lists, records, files, instructions, brochures,
agreements, disclosure statements, the Software (if developed) and any and all
other materials provided by Franchisor to Franchisee relating to the operation
of the Franchised Business (all of which are acknowledged to be Franchisor's
property).

I. Franchisor shall have the right, title and interest to any sign or
sign faces bearing the Marks. Franchisee hereby acknowledges Franchisor's right
to access the Premises should Franchisor elect to take possession of any said
sign or sign faces bearing the Marks.

J. Franchisor shall have the right (but not the duty), to be exercised
by notice of intent to do so within thirty (30) days after termination or
expiration, to purchase for cash any or all signs, advertising materials and all
items bearing Franchisor's Marks or any of the Franchised Business assets, at
fair market value or seventy-five percent (75%) of book value, whichever is
less. If the parties cannot agree on fair market value within a reasonable time,
the determination shall be made by arbitration in accordance with Paragraph XXX.
of this Agreement. If Franchisor elects to exercise any option to purchase
herein provided, it shall have the right to set off all amounts due from
Franchisee under this Agreement, and the cost of the arbitration, if any,
against any payment therefor.

K. Franchisee hereby acknowledges that all telephone and facsimile
numbers used in the operation of the Franchised Business constitute assets of
the Franchised Business; and upon termination or expiration of this Agreement,
Franchisee shall assign to Franchisor or its designee, all Franchisee's

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<PAGE> 29

right, title and interest in and to Franchisee's telephone and facsimile numbers
and shall notify the telephone company and all listing agencies of the
termination or expiration of Franchisee's right to use any telephone number and
any regular, classified or other telephone directory listing associated with the
Marks and authorize a transfer of same to or at the direction of Franchisor.

L. Franchisee shall comply with the covenants contained in Paragraph
XV. of this Agreement.

M. All obligations of Franchisor and Franchisee which expressly or by
their nature survive the expiration or termination of this Agreement shall
continue in full force and effect subsequent to and notwithstanding its
expiration or termination and until they are satisfied or by their nature
expire.

XVIII. TRANSFERABILITY OF INTEREST

A. This Agreement and all rights hereunder can be assigned and
transferred by Franchisor and, if so, shall be binding upon and inure to the
benefit of Franchisor's successors and assigns; provided, however, that with
respect to any assignment resulting in the subsequent performance by the
assignee of the functions of Franchisor, the assignee shall:

1. At the time of such assignment, be financially responsible and
economically capable of performing the obligations of Franchisor hereunder; and

2. Expressly assume and agree to perform such obligations.
Specifically, and without limitation to the foregoing, Franchisee expressly
agrees that Franchisor may sell its assets, Marks or System outright to a third
party; may make a public offering of securities; may engage in a private
placement of some or all of its securities; may merge, acquire other
corporations or entities, or be acquired by another corporation or other entity;
may undertake a refinancing, recapitalization, leveraged buy out or other
economic or financial restructuring; and, with regard to any or all of the above
sales, assignments and dispositions, Franchisee expressly and specifically
waives any claims, demands or damages arising from or related to the loss of
said Marks (or any variation thereof) and/or the loss of association with or
identification of PICK-UPS PLUS, INC. as Franchisor hereunder. Nothing contained
in this Agreement shall require Franchisor to remain in the business in the
event that Franchisor exercises its rights hereunder to assign its rights in
this Agreement.

B. This Agreement and all rights hereunder may be assigned and
transferred by Franchisee and, if so, shall be binding upon and inure to the
benefit of Franchisee's successors and assigns, subject to the following
conditions and requirements, and Franchisor's right of first refusal as set
forth herein:

1. No Franchisee, partner of Franchisee (if Franchisee is a
partnership), or shareholder of Franchisee (if Franchisee is a corporation),
without Franchisor's prior written consent, by operation of law or otherwise
shall sell, assign, transfer, convey, give away or encumber to any person, firm
or corporation, all or any part of its interest in this Agreement or its
interest in the franchise granted hereby or its interest in any proprietorship,
partnership or corporation which owns any interest in the franchise, nor offer,
permit or suffer the same to be sold, assigned, transferred, conveyed, given
away or encumbered in any way to any person, firm or corporation. Franchisee may
not, without the prior

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<PAGE> 30

written consent of Franchisor, fractionalize any of the rights of Franchisee
granted pursuant to this Agreement. Any purported assignment of any of
Franchisee's rights herein not having the aforesaid consent shall be null and
void and shall constitute a material default hereunder.

2. Franchisor shall not unreasonably withhold its consent to any
transfer referenced in Paragraph XVIII.B.1. of this Agreement when requested;
provided, however, that the following conditions and requirements shall first be
met to the full satisfaction of Franchisor.

a. If Franchisee is an individual or partnership and desires to
assign and transfer its rights to a corporation:

(1) Said transferee corporation shall be newly organized and
its charter shall provide that its activities are confined exclusively to acting
as a PICK-UPS PLUS franchisee as licensed under this Agreement;

(2) Franchisee shall be and shall remain the owner of the
majority fifty-one percent (51%) stock interest of the transferee corporation;

(3) The individual Franchisee (or, if Franchisee is a
partnership, one [1] of the partners) shall be and shall remain the principal
executive officer of the corporation;

(4) The transferee corporation shall enter into a written
assignment (in a form satisfactory to Franchisor), in which the transferee
corporation assumes all of Franchisee's obligations hereunder;

(5) All shareholders of the transferee corporation shall enter
into a written agreement, in a form satisfactory to Franchisor, jointly and
severally guaranteeing the full payment and performance of the transferee
corporation's obligations under this Agreement;

(6) Each stock certificate of the transferee corporation shall
have conspicuously endorsed upon it a statement that it is held subject to, and
that further assignment or transfer thereof is subject to, all restrictions
imposed upon assignments by this Agreement;

(7) No new shares of common or preferred voting stock in the
transferee corporation shall be issued to any person, partnership, trust,
foundation, or corporation without obtaining Franchisor's prior written consent
and then only upon disclosure of the terms and conditions contained herein being
made to the prospective new holders of the stock; and

(8) All accrued money obligations of Franchisee to Franchisor,
its subsidiaries or assignees, shall be satisfied prior to assignment or
transfer.

b. If the transfer, other than such transfer as is authorized
under Paragraph XVIII.B.2.a. of this Agreement, if consummated alone or together
with other related previous, simultaneous,

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<PAGE> 31

or proposed transfers, would have the effect of transferring control of the
franchise licensed herein to someone other than an original signatory of this
Agreement:

(1) The transferee(s) shall be of good moral character and
reputation and shall have a good credit rating and competent business
qualifications reasonably acceptable to Franchisor. Franchisee shall provide
Franchisor with such information as Franchisor may require to make such
determination concerning each such proposed transferee(s).

(2) The transferee(s) or such other individual(s) as shall be
the actual manager of the franchise shall have successfully completed and passed
the training course then in effect for franchisees, or otherwise demonstrated,
to Franchisor's satisfaction, sufficient ability to operate the business being
transferred.

(3) The transferee(s), including all shareholders, officers,
directors and partners of the transferee(s), shall jointly and severally execute
any or all of the following, at Franchisor's sole discretion and as Franchisor
shall direct:

aa. A Franchise Agreement and other standard ancillary
agreements with Franchisor on the current standard forms being used by
Franchisor, except that an additional Franchise Fee shall not be charged; and/or

bb. A written assignment from Franchisee in a form
satisfactory to Franchisor, wherein transferee shall assume all of Franchisee's
obligations hereunder.

(4) Approval by Franchisor of any transfer by Franchisee of
the franchise herein granted or any of Franchisee's rights under this Agreement
shall in no way be deemed a release by Franchisor of Franchisee's obligations
pursuant to this Agreement. Consent by Franchisor to a transfer of the franchise
shall not constitute or be interpreted as consent for any future transfer
thereof.

(5) The term of said agreements required pursuant to
Subparagraph XVIII.B.2.b.(3) shall be for the unexpired term of this Agreement
and for any extensions or renewals as provided herein.

(6) If transferee is a corporation:

aa. Each stock certificate of the transferee corporation
shall have conspicuously endorsed upon it a statement that it is held subject
to, and that further assignment or transfer thereof is subject to, all
restrictions imposed upon assignments by this Agreement; and

bb. No new shares of common or preferred voting stock in
the transferee corporation shall be issued to any person, partnership, trust,
foundation or corporation without obtaining Franchisor's prior written consent
and then only upon disclosure of the terms and conditions contained herein being
made to the prospective new holders of the stock; and

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<PAGE> 32

cc. All shareholders of the transferee corporation shall
enter into a written agreement, in a form satisfactory to Franchisor, jointly
and severally, guaranteeing full payment and the performance of the transferee
corporation of all obligations under this Agreement.

(7) All accrued money obligations of Franchisee to Franchisor
or its assignees, shall be satisfied prior to assignment or transfer, and
Franchisee shall not be in default under the terms of this Agreement.

(8) Franchisee, prior to the transfer, shall execute a general
release, in a form prescribed by Franchisor, of any and all existing claims
against Franchisor, Franchisor's respective officers, directors, agents and
employees, except such claims as are not permitted to be waived under applicable
law.

3. Franchisee shall have fully paid and satisfied all of
Franchisee's obligations to Franchisor, and the transferee or Franchisee shall
have fully paid to Franchisor a non-refundable transfer fee equal to fifty
percent (50%) of the then-current Franchise Fee charged by Franchisor for a
start-up franchise. The transfer fee is used to cover expenses of Franchisor for
the training, supervision, administrative costs, overhead, counsel fees,
accounting and other Franchisor expenses in connection with the transfer. This
transfer fee and training fee do not apply to an assignment of interest to a
corporation under Paragraph XVIII.B.2.a. of this Agreement.

4. No sale, assignment, transfer, conveyance, encumbrance or gift of
any interest in this Agreement or in the franchise granted thereby, shall
relieve Franchisee and the shareholders or partners participating in any
transfer, of the obligations of the covenants contained in Paragraph XV., except
where Franchisor shall expressly authorize in writing.

C. Franchisee must promptly ("promptly" herein defined as within thirty
[30] days of receipt of an offer to buy) give Franchisor written notice whenever
Franchisee has received an offer to buy Franchisee's franchise. Franchisee must
also give Franchisor written notice simultaneously with any offer to sell the
franchise made by, for or on behalf of Franchisee. The purpose of this Paragraph
XVIII. is to enable Franchisor to comply with any applicable state or federal
franchise disclosure laws or rules. Franchisee shall indemnify and hold harmless
Franchisor for Franchisee's failure to comply with this Paragraph XVIII.

D. Franchisee shall not, without prior written consent of Franchisor,
place in, on or upon the location of the Franchised Business or in any
communication media, any form of advertising, or list with any business, real
estate broker, agent or attorney any information relating to the sale of the
Franchised Business or the rights granted hereunder.

XIX. DEATH OR INCAPACITY OF FRANCHISEE

A. In the event of the death or incapacity of an individual
Franchisee, or any partner of a Franchisee which is a partnership or any
shareholder owning fifty percent (50%) or more of the capital

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<PAGE> 33

stock of a Franchisee which is a corporation, the heirs, beneficiaries, devisees
or legal representative of said individual, partner or shareholders shall,
within one hundred eighty (180) days of such event:

1. Apply to Franchisor for the right to continue to operate the
franchise for the duration of the term of this Agreement and any renewals
hereof, which right shall be granted upon the fulfillment of all of the
conditions set forth in Paragraph XVIII.B.2.b. of this Agreement (except that no
transfer fee shall be required); or

2. Sell, assign, transfer or convey Franchisee's interest in
compliance with the provisions of Paragraphs XVIII.B. and XX. of this Agreement;
provided, however, in the event a proper and timely application for the right to
continue to operate has been made and rejected, the one hundred eighty (180)
days to sell, assign, transfer or convey shall be computed from the date of said
rejection. For purposes of this Paragraph XIX., Franchisor's silence on an
application made pursuant to Paragraph XIX.B. through the one hundred and eighty
(180) days following the event of death or incapacity shall be deemed a
rejection made on the last day of such period.

B. In the event of the death or incapacity of an individual franchisee,
or any partner or shareholder of a Franchisee which is a partnership or
corporation, where the aforesaid provisions of Paragraph XVIII. have not been
fulfilled within the time provided, all rights granted to Franchisee under this
Agreement shall, at the option of Franchisor, terminate forthwith and Franchisor
shall have the option to purchase the Franchised Business in accordance with
Paragraph XVII.J. herein.

C. For purposes of this Agreement, "incapacity" shall be defined as the
inability of Franchisee to operate or oversee the operation of the Franchised
Business on a regular basis by reason of any continuing physical, mental or
emotional incapacity, chemical dependency or other limitation. Any dispute as to
the existence of an incapacity as defined herein shall be resolved by majority
decision of three (3) licensed medical physicians practicing in the MSA in which
the Franchised Business is located, with each party selecting one (1) medical
physician and the two (2) medical physicians so designated selecting the third
medical physician. The determination of the majority of the three (3) medical
physicians shall be binding upon the parties and all costs of making said
determination shall be borne by the party against whom it is made.

XX. RIGHT OF FIRST REFUSAL

If Franchisee or its owners propose, in a single transaction or series
of related transactions, to sell all or substantially all of the assets of the
Franchised Business or a majority of the ownership interests in Franchisee in
terms of voting power or value or propose to merge Franchisee with an entity in
which the prior owners of Franchisee do not have such an ownership, Franchisee
or its owners shall obtain and deliver a bona fide, executed written offer to
purchase same to Franchisor, which shall, for a period of thirty (30) days from
the date of delivery of such offer, have the right, exercisable by written
notice to Franchisee or its owners, to purchase the Franchised Business or such
ownership for the price and on the terms and conditions contained in such offer
to Franchisor, provided that Franchisor may substitute cash for any form of
payment proposed in such offer. If Franchisor does not exercise this right of
first refusal, the offer may be accepted by Franchisee or its owners, subject to
the prior written approval of

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<PAGE> 34

Franchisor, as provided in Paragraph XVIII. hereof, provided that if such offer
is not so accepted within one hundred twenty (120) days of the date thereof,
Franchisor shall again have the right of first refusal herein described. Should
a transferee franchisee assume the rights and obligations under this Agreement,
such transferee franchisee shall likewise be subject to Franchisor's right of
first refusal under terms and conditions as set forth herein. This right of
first refusal is a continuing right of first refusal. Franchisor's failure to
exercise its right of first refusal shall not be deemed a waiver of future
rights of first refusal.

XXI. OPERATION IN THE EVENT OF ABSENCE, DISABILITY OR DEATH

In order to prevent any interruption of the Franchised Business which
would cause harm to said business and thereby depreciate the value thereof, in
the event that Franchisee is absent or incapacitated by reason of illness or
death and is not, therefore, in the sole judgment of Franchisor, able to operate
the Franchised Business, Franchisee authorizes Franchisor to operate said
business for so long as Franchisor deems necessary and practical, and without
waiver of any other rights or remedies Franchisor may have under this Agreement;
provided, however, that Franchisor shall not be obligated to so operate the
Franchised Business. All monies from the operation of the business during such
period of operation by Franchisor shall be kept in a separate account and the
expenses of the business, including reasonable compensation and expenses for
Franchisor's representative, shall be charged to said account. If, as herein
provided, Franchisor temporarily operates for Franchisee the business licensed
herein, Franchisee shall indemnify and hold harmless Franchisor and any
representative of Franchisor who may act hereunder, from any and all claims
arising from the acts and omissions of Franchisor and its representative.

XXII. INDEPENDENT CONTRACTOR AND INDEMNIFICATION

A. This Agreement does not create a fiduciary relationship between the
parties nor does it constitute Franchisee as an agent, legal representative,
joint venturer, partner, employee or servant of Franchisor for any purpose
whatsoever. It is understood between the parties hereto that Franchisee shall be
an independent contractor and is not authorized to make any contract, agreement,
warranty or representation on behalf of Franchisor, or to create any obligation,
express or implied, on behalf of Franchisor. Franchisee shall not, without the
prior written approval of Franchisor, have any power to obligate Franchisor for
any expenses, liabilities or other obligations, other than as may be
specifically provided for in this Agreement. Franchisor shall not have the power
to hire or fire Franchisee's employees and, except as herein expressly provided,
Franchisor may not control or have access to Franchisee's funds or the
expenditure thereof, or in any other way exercise dominion or control over
Franchisee's Franchised Business. It is expressly understood and agreed that
neither Franchisee nor any employee of Franchisee whose compensation for
services is paid by Franchisee may, in any way, directly or indirectly,
expressly or by implication, be construed to be an employee of Franchisor for
any purpose, most particularly with respect to any mandated or other insurance
coverage, tax or contributions, or requirements pertaining to withholdings
levied or fixed by any local, state or federal governmental body or agency.

B. FRANCHISEE SHALL CONSPICUOUSLY IDENTIFY ITSELF AND ITS PREMISES AND
IN ALL DEALINGS WITH ITS CLIENTS, CONTRACTORS, SUPPLIERS, PUBLIC OFFICIALS AND

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<PAGE> 35

OTHERS, AS AN INDEPENDENT FRANCHISEE OF FRANCHISOR, AND SHALL PLACE SUCH NOTICE
OF INDEPENDENT OWNERSHIP ON ALL FORMS, BUSINESS CARDS, STATIONERY, ADVERTISING,
SIGNS AND OTHER MATERIALS AND IN SUCH FASHION AS FRANCHISOR MAY, IN ITS SOLE AND
EXCLUSIVE DISCRETION, SPECIFY AND REQUIRE FROM TIME TO TIME IN ITS MANUAL (AS
SAME MAY BE AMENDED FROM TIME TO TIME) OR OTHERWISE.

C. EXCEPT AS OTHERWISE EXPRESSLY AUTHORIZED BY THIS AGREEMENT, NEITHER
PARTY HERETO WILL MAKE ANY EXPRESS OR IMPLIED AGREEMENTS, WARRANTIES, GUARANTEES
OR REPRESENTATIONS OR INCUR ANY DEBT IN THE NAME OF OR ON BEHALF OF THE OTHER
PARTY, OR REPRESENT THAT THE RELATIONSHIP BETWEEN FRANCHISOR AND FRANCHISEE IS
OTHER THAN THAT OF FRANCHISOR AND FRANCHISEE. FRANCHISOR DOES NOT ASSUME ANY
LIABILITY, AND WILL NOT BE DEEMED LIABLE, FOR ANY AGREEMENTS, REPRESENTATIONS OR
WARRANTIES MADE BY FRANCHISEE WHICH ARE NOT EXPRESSLY AUTHORIZED UNDER THIS
AGREEMENT, NOR WILL FRANCHISOR BE OBLIGATED FOR ANY DAMAGES TO ANY PERSON OR
PROPERTY WHICH DIRECTLY OR INDIRECTLY ARISE FROM OR RELATE TO THE OPERATION OF
THE FRANCHISED BUSINESS FRANCHISED HEREBY.

D. Franchisee agrees at all times to defend at its own cost, and to
indemnify and hold harmless to the fullest extent permitted by law, Franchisor,
its corporate parent, the corporate subsidiaries, affiliates, successors,
assigns and designees of either entity, and the respective directors, officers,
employees, agents, shareholders, designees and representatives of each
(Franchisor and all other hereinafter referred to collectively as "Indemnitees")
from all losses and expenses (as hereinafter defined) incurred in connection
with any action, suit, proceeding, claim, demand, investigation or formal or
informal inquiry (regardless of whether same is reduced to judgment) or any
settlement thereof which arises out of or is based upon any of the following:
Franchisee's alleged infringement or other alleged violation of any patent,
trademark or copyright or other proprietary right owned or controlled by third
parties; Franchisee's alleged violation or breach of any contract, federal,
state or local law, regulation, ruling, standard or directive or of any industry
standard; libel, slander or any other form of defamation by Franchisee;
Franchisee's alleged violation or breach of any warranty, representation,
agreement or obligation in this Agreement; any acts, errors or omissions of
Franchisee or any of its agents, servants, employees, contractors, partners,
proprietors, affiliates or representatives; latent or other defects in the
Premises, whether or not discoverable by Franchisor or Franchisee; the
inaccuracy, lack of authenticity or nondisclosure of any information by any
customer of the Franchised Business or visitor to or guest of the Premises; any
service provided by Franchisee at, from or related to the operation at the
Franchised Business or the Premises; any services or goods provided by any
affiliated or nonaffiliated participating entity; any action by any customer of
the Franchised Business or visitor to the Premises; and any damage to the
property of Franchisee or Franchisor, their agents or employees, or any third
person, firm or corporation, whether or not such losses, claims, costs,
expenses, damages or liabilities were actually or allegedly caused in part
through the active or passive negligence of Franchisor or any of its agents or
employees, or resulted from any strict liability imposed on Franchisor or any of
its agents or employees.

1. For the purpose of this Paragraph XXII.D., the term "losses
and expenses" shall be deemed to include all compensatory, consequential,
incidental, exemplary or punitive damages, losses,

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lost profits, fines, charges, costs, expenses, attorneys' fees, experts' fees,
court costs, settlement amounts, judgments, compensation for damages to
Franchisor's reputation and goodwill, costs of or resulting from delays,
financing, costs of advertising material and media time/space, and costs of
changing, substituting or replacing same, and any and all expenses of recall,
refunds, compensation, public notices and other such amounts incurred in
connection with the matters described.

2. In order to protect persons or property, or its reputation or
goodwill, or the reputation or goodwill of others, Franchisor may, at any time
and without notice as it in its judgment deems appropriate, offer, order,
consent or agree to settlements or take such other remedial or corrective
actions as it deems expedient with respect to the action, suit, proceeding,
claim, demand, inquiry or investigation if, in Franchisor's sole judgment, there
are reasonable grounds to believe that:

a. Any of the acts or circumstances enumerated in this Paragraph
XXII.D. has occurred; or

b. Any act, error or omission of Franchisee may result directly
or indirectly in damage, injury or harm to any person or any property.

3. All losses and expenses incurred under this Paragraph XXII.D.
shall be chargeable to and paid by Franchisee pursuant to its obligations of
indemnity under this Paragraph, regardless of any actions, activity or defense
undertaken by Franchisor or the subsequent success or failure of such actions,
activity or defense.

4. Indemnitees do not assume any liability whatsoever for acts,
errors or omissions of those with whom Franchisee may contract, regardless of
the purpose. Franchisee shall hold harmless and indemnify Indemnitees for all
losses and expenses which may arise out of any acts, errors or omissions of
these third parties.

5. Under no circumstances shall Indemnitees be required or obligated
to seek recovery from third parties or otherwise mitigate their losses in order
to maintain a claim against Franchisee. Franchisee agrees that the failure to
pursue such recovery or mitigate loss shall not reduce the amounts recoverable
by Indemnitees from Franchisee.

E. Franchisor shall not, by virtue of any approvals, advice or services
provided to Franchisee, assume responsibility or liability to Franchisee or any
third parties to which Franchisor would not otherwise be subject.

XXIII. APPROVALS

A. Whenever this Agreement requires the prior approval or consent of
Franchisor, Franchisee shall make a timely written request to Franchisor
therefor, and, except as otherwise provided herein, any approval or consent
granted must be in writing to be binding upon Franchisor.

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<PAGE> 37

B. Franchisor makes no warranties or guarantees upon which Franchisee
may rely and assumes no liability or obligation to Franchisee or any third party
to which it would not otherwise be subject, by providing any waiver, approval,
advice, consent or services to Franchisee in connection with this Agreement, or
by reason of any neglect, delay or denial of any request therefor.

XXIV. NON-WAIVER

No failure of Franchisor to exercise any power reserved to it
hereunder, or to insist upon strict compliance by Franchisee with any obligation
or condition hereunder, and no custom or practice of the parties in variance
with the terms hereof, shall constitute a waiver of Franchisor's right to demand
exact compliance with the terms hereof. Waiver by Franchisor of any particular
default by Franchisee shall not be binding unless in writing and executed by the
party sought to be charged and shall not affect or impair Franchisor's right
with respect to any subsequent default of the same or of a different nature; nor
shall any delay, waiver, forbearance or omission of Franchisor to exercise any
power or rights arising out of any breach or default by Franchisee of any of the
terms, provisions or covenants hereof, affect or impair Franchisor's rights nor
shall such constitute a waiver by Franchisor of any right hereunder or of the
right to declare any subsequent breach or default. Subsequent acceptance by
Franchisor of any payment(s) due to it hereunder shall not be deemed to be a
waiver by Franchisor of any preceding breach by Franchisee of any terms,
covenants or conditions of this Agreement.

XXV. NOTICE

Any and all notices required or permitted under this Agreement shall be
in writing from a party to this Agreement or its attorney and shall be
personally delivered or mailed by certified mail, return receipt requested, to
the respective parties at the following addresses unless and until a different
address has been designated by written notice to the other party:

Notices to Franchisor: PICK-UPS PLUS, INC.
3532 Irwin Simpson Road, Suite 85
Mason, Ohio 45040

Copy to:
------------------------------------------------

------------------------------------------------

Notices to Franchisee:
------------------------------------------------

------------------------------------------------

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<PAGE> 38

Copy to:
------------------------------------------------

------------------------------------------------

Any notice by certified mail shall be deemed to have been given at the
date and time of mailing.

XXVI. COST OF ENFORCEMENT OR DEFENSE

If a claim for amounts owed by Franchisee to Franchisor is asserted in
any legal proceeding before a court of competent jurisdiction, or if Franchisor
or Franchisee is required to enforce this Agreement in a judicial proceeding,
the prevailing party shall be entitled to reimbursement of its costs, including
reasonable accounting and legal fees, in connection with such proceeding.

XXVII. ENTIRE AGREEMENT

This Agreement, any exhibit attached hereto, and the documents referred
to herein, shall be construed together and constitute the entire, full and
complete agreement between Franchisor and Franchisee concerning the subject
matter hereof, and supersede all prior agreements. No other representation has
induced Franchisee to execute this Agreement, and there are no representations,
inducements, promises or agreements, oral or otherwise, between the parties not
embodied herein, which are of any force or effect with reference to this
Agreement or otherwise. No amendment, change or variance from this Agreement
(other than amendments to the Manual or other matters with respect to which
Franchisor has reserved the unilateral right to amend) shall be binding on
either party unless executed in writing by both parties.

XXVIII. SEVERABILITY AND CONSTRUCTION

A. Each Paragraph, part, term and/or provision of this Agreement shall
be considered severable, and if, for any reason, any Paragraph, 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, such shall not impair
the operation of or affect the remaining portions, sections, parts, terms and/or
provisions of this Agreement, and the latter will continue to be given full
force and effect and bind the parties hereto; and said invalid sections, parts,
terms and/or provisions shall be deemed not part of this Agreement; provided,
however, that if Franchisor determines that said finding of illegality adversely
affects the basic consideration of this Agreement, Franchisor may, at its
option, terminate this Agreement.

B. Anything to the contrary herein notwithstanding, nothing in this
Agreement is intended, nor shall be deemed, to confer upon any person or legal
entity other than Franchisor or Franchisee and such of their respective
successors and assigns as may be contemplated by this Agreement, any rights or
remedies under or by reason of this Agreement.

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<PAGE> 39

C. Franchisee shall be bound by any promise or covenant imposing the
maximum duty permitted by law which is contained within the terms of any
provision hereof, as though it were separately stated 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 may hold to be unreasonable and unenforceable
in a final decision to which Franchisor is a party, or from reducing the scope
of any promise or covenant to the extent required to comply with such a court
order.

D. All captions herein are intended solely for the convenience of the
parties, and none shall be deemed to affect the meaning or construction of any
provision hereof. The singular usage includes the plural and the masculine and
neuter usages include the other and the feminine.

E. The recitals set forth in this Agreement are specifically
incorporated into the terms of this Agreement and hereby constitute a part
thereof.

XXIX. APPLICABLE LAW

A. THIS AGREEMENT TAKES EFFECT UPON ITS ACCEPTANCE AND EXECUTION BY
FRANCHISOR IN OHIO AND SHALL BE INTERPRETED AND CONSTRUED UNDER THE LAWS
THEREOF, WHICH LAWS SHALL PREVAIL IN THE EVENT OF ANY CONFLICT OF LAW, EXCEPT TO
THE EXTENT GOVERNED BY FEDERAL LAW INCLUDING, WITHOUT LIMITATION, THE UNITED
STATES TRADEMARK ACT OF 1946, AS AMENDED (LANHAM ACT, 15 U.S.C. SECTIONS 1051 ET
SEQ.).

B. FRANCHISEE ACKNOWLEDGES THAT THIS AGREEMENT IS ENTERED INTO IN
WARREN COUNTY, OHIO AND THAT ANY ACTION SOUGHT TO BE BROUGHT BY EITHER PARTY,
EXCEPT THOSE CLAIMS REQUIRED TO BE SUBMITTED TO ARBITRATION, SHALL BE BROUGHT IN
THE APPROPRIATE STATE OR FEDERAL COURT SITTING IN WARREN COUNTY, OHIO WITH
JURISDICTION OVER THE MATTER.

C. NO RIGHT OR REMEDY CONFERRED UPON OR RESERVED TO FRANCHISOR OR
FRANCHISEE BY THIS AGREEMENT 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.

D. NOTHING HEREIN CONTAINED SHALL BAR FRANCHISOR'S RIGHT TO OBTAIN
INJUNCTIVE RELIEF AGAINST THREATENED CONDUCT UNDER GENERAL PRINCIPLES OF EQUITY,
INCLUDING THE APPLICABLE PRINCIPLES FOR OBTAINING RESTRAINING ORDERS AND
PRELIMINARY INJUNCTIONS.

XXX. ARBITRATION

A. Any monetary claim arising out of or relating to this Agreement, or
any breach thereof, and any controversy regarding the establishment of the fair
market value of leasehold improvements and other Franchised Business assets
pursuant to Paragraph XVII.J. hereof, shall be submitted to arbitration

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in Warren County, Ohio in accordance with the rules of the American Arbitration
Association and judgment upon the award may be entered in any court having
jurisdiction thereof and shall be final, binding and unappealable. The
arbitrators are explicitly authorized to award attorneys' fees as part of their
award. Nothing contained herein shall, however, be construed to limit or to
preclude Franchisor from bringing any action in any court of competent
jurisdiction for injunctive or other provisional relief as Franchisor deems to
be necessary or appropriate to compel Franchisee to comply with its obligations
hereunder or to protect its Marks or other property rights of Franchisor. In
addition, nothing contained herein shall be construed to limit or to preclude
Franchisor from joining with any action for injunctive or provisional relief all
monetary claims that Franchisor may have against Franchisee which arise out of
the acts or omissions to act giving rise to the action for injunctive or
provisional relief. This arbitration provision shall be deemed to be
self-executing and in the event that Franchisee fails to appear at any properly
noticed arbitration proceeding, award may be entered against Franchisee
notwithstanding its failure to appear.

B. Nothing herein contained shall bar the right of either party to seek
and obtain temporary injunctive relief from a court of competent jurisdiction in
accordance with applicable law against threatened conduct that will cause loss
or damage, pending completion of the arbitration.

C. It is the intent of the parties that any arbitration between
Franchisor and Franchisee shall be of Franchisee's individual claim and that the
claim subject to arbitration shall not be arbitrated on a classwide basis.

XXXI. "FRANCHISEE" DEFINED AND GUARANTY

As used in this Agreement, the term "Franchisee" shall include all
persons who succeed to the interest of the original Franchisee by permitted
transfer or operation of law and shall be deemed to include not only the
individual or entity defined as "Franchisee" in the introductory paragraph of
this Agreement, but shall also include all partners of the entity that executes
this Agreement, in the event said entity is a partnership, and all shareholders,
officers and directors of the entity that executes this Agreement, in the event
said entity is a corporation. By their signatures hereto, all partners,
shareholders, officers and directors of the entity that signs this Agreement as
Franchisee acknowledges and accepts the duties and obligations imposed upon each
of them, individually, by the terms of this Agreement. All partners of the
entity that executes this Agreement, in the event said entity is a partnership,
and all shareholders, officers and directors of the entity that executes this
Agreement, in the event said entity is a corporation, shall execute the Guaranty
and Assumption of Obligations attached hereto as Exhibit C and made a part
hereof.

XXXII. FORCE MAJEURE

Whenever a period of time is provided in this Agreement for either
party to do or perform any act or thing, except the payment of monies, neither
party shall be liable or responsible for any delays due to strikes, lockouts,
casualties, acts of God, war, governmental regulation or control or other causes
beyond the reasonable control of the parties, and in any event said time period
for the performance of

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an obligation hereunder shall be extended for the amount of time of the delay.
This clause shall not, however, result in an extension of the term of this
Agreement.

XXXIII. CAVEAT

The success of the business venture contemplated to be undertaken by
Franchisee by virtue of this Agreement is speculative and depends, to a large
extent, upon the ability of Franchisee as an independent businessperson, and its
active participation in the daily affairs of the business as well as other
factors. Franchisor does not make any representation or warranty, express or
implied, as to the potential success of the business venture in this Agreement.

XXXIV. ACKNOWLEDGEMENTS

A. Franchisee represents and acknowledges that it has received, read
and understood this Agreement and Franchisor's Uniform Franchise Offering
Circular; and that Franchisor has fully and adequately explained the provisions
of each to Franchisee's satisfaction; and that Franchisor has accorded
Franchisee ample time and opportunity to consult with advisors of its own
choosing about the potential benefits and risks of entering into this Agreement.

B. Franchisee acknowledges that it has received a copy of this
Agreement and the attachments thereto, at least five (5) business days prior to
the date on which this Agreement was executed. Franchisee further acknowledges
that Franchisee 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 (10) business days prior to the date on which this Agreement was
executed.

C. Franchisee affirms and agrees that Franchisor may sell its assets,
its Marks or its System outright to a third party; may go public; may engage in
a private placement of some or all of its securities; may merge, acquire other
corporations, or be acquired by another corporation; may undertake a
refinancing, recapitalization, leveraged buyout or other economic or financial
restructuring; and, with regard to any or all of the above sales, assignments
and dispositions, Franchisee expressly and specifically waives any claims,
demands or damages arising from or related to the loss of said Marks (or any
variation thereof) and/or the loss of association with or identification of
PICK-UPS PLUS, INC. as Franchisor hereunder.

D. Franchisee has been advised to consult with its own advisors with
respect to the legal, financial and other aspects of this Agreement, the
business franchised hereby, and the prospects for that business. Franchisee has
either consulted with such advisors or has deliberately declined to do so.

E. The covenants not to compete set forth in this Agreement are fair
and reasonable, and will not impose any undue hardship on Franchisee, since
Franchisee has other considerable skills, experience and education which afford
Franchisee the opportunity to derive income from other endeavors.

- 41 -

<PAGE> 42

F. Franchisee affirms that all information set forth in any and all
applications, financial statements and submissions to Franchisor is true,
complete and accurate in all respects, with Franchisee expressly acknowledging
that Franchisor is relying upon the truthfulness, completeness and accuracy of
such information.

G. Franchisee has conducted an independent investigation of the
business contemplated by this Agreement and recognizes that, like any other
business, an investment in a Franchised Business involves business risks and
that the success of the venture is primarily dependent upon the business
abilities and efforts of Franchisee.

H. If Franchisee is a partnership it represents and warrants that:

1. Such partnership has been newly organized and its partnership
agreement provides that its activities are confined exclusively to acting as a
PICK-UPS PLUS franchisee;

2. Each of its general partners or its managing partner(s) has
executed this Agreement;

3. The partnership agreement provides that transfer of interests in
the partnership are subject to all restrictions on transfer imposed by this
Agreement;

4. No new partners shall be admitted to the partnership without
obtaining Franchisor's prior written consent after disclosure of the terms and
conditions contained herein having been made to the prospective new partners.

I. If Franchisee is a corporation, it represents and warrants that:

1. Such corporation has been newly organized and its charter
provides that its activities are confined exclusively to acting as a PICK-UPS
PLUS franchisee;

2. Each stock certificate representing outstanding shares in the
corporation has and shall have conspicuously endorsed upon it a statement
effective under applicable law that it is held subject to, and that further
assignment or transfer is subject to, all restrictions on transfer imposed by
this Agreement;

3. No new shares of common or preferred voting stock in the
corporation shall be issued without obtaining Franchisor's prior written consent
and after disclosure of the terms and conditions contained herein having been
made to the prospective new holders of the stock.

-42-
<PAGE> 43

J. FRANCHISEE UNDERSTANDS AND ACKNOWLEDGES THAT ALL REPRESENTATIONS OF
FACT CONTAINED HEREIN ARE MADE SOLELY BY FRANCHISOR. ALL DOCUMENTS, INCLUDING
FRANCHISOR'S FRANCHISE AGREEMENT AND UNIFORM FRANCHISE OFFERING CIRCULAR AND ALL
EXHIBITS THERETO, HAVE BEEN PREPARED SOLELY IN RELIANCE UPON REPRESENTATIONS
MADE AND INFORMATION PROVIDED BY FRANCHISOR, ITS OFFICERS AND ITS DIRECTORS.
FRANCHISEE FURTHER AGREES TO INDEMNIFY AND HOLD HARMLESS THE PREPARER OF ANY AND
ALL SUCH FRANCHISE AGREEMENTS, OFFERING CIRCULARS AND EXHIBITS THERETO FROM ANY
AND ALL LOSS, COSTS, EXPENSES (INCLUDING ATTORNEYS' FEES), DAMAGES AND
LIABILITIES RESULTING FROM ANY REPRESENTATIONS AND/OR CLAIMS MADE BY FRANCHISOR
IN SUCH DOCUMENTS.

-43-
<PAGE> 44

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have duly executed, sealed and delivered this Agreement in triplicate
the day and year first above written.

ATTEST: PICK-UPS PLUS, INC.:

- ----------------------------------- By:
Witness -----------------------------

Title:
--------------------------

ATTEST: FRANCHISEE:

- ----------------------------------- By:
Witness -----------------------------

Title:
--------------------------

- ----------------------------------- By:
Witness -----------------------------

Title:
-------------------------

- 44 -

<PAGE> 1

EXHIBIT 6(b)

LEASE AGREEMENT

This Lease Agreement is made at Maineville, Warren County, Ohio on this
3rd day of March, 1999, by and between COLUMBIA SQUARE PARTNERSHIP, an Ohio
general partnership, which is hereinafter referred to as the "LESSOR", and
Pickups Plus, which is hereinafter referred to as the "LESSEE". The LESSOR and
LESSEE are sometimes hereinafter referred to collectively as the "PARTIES".

1. LEASED PREMISES. The LESSOR, in consideration of the rents and covenants
hereinafter stipulated to be paid and performed by LESSEE, does hereby
Lease unto the LESSEE, certain office space containing approximately 800
square feet and which is herein called the "LEASED PREMISES". The foregoing
floor space is to be measured from the external extension of the exterior
walls of the building to the center of the perimeter partition walls. The
LEASED PREMISES are located within the existing building known as COLUMBIA
SQUARE II which is located at 3532 Irwin-Simpson Road, Mason, Ohio and
which is hereinafter referred to as the "BUILDING". The LESSEE and the
LESSEE'S employees and business invitees are hereby granted a non-exclusive
license for parking automobiles in the parking lot adjoining the BUILDING.

2. TERM. The term of this Lease Agreement is Twelve (12) months, commencing on
the 15th day of April, 1999 and terminating at Midnight on the 14th day of
April, 2000.

3. BASE RENT AND SECURITY DEPOSIT. The LESSEE shall pay to the LESSOR the
annual base rent of Ninety seven hundred twenty and 00/100 ($12.15) per
square foot during the Term of this Lease Agreement. Said Base Rental shall
be payable in equal consecutive monthly installments of *Eight hundred ten
and 00/100 Dollars (*$810.00) and shall be due on the 1st day of each and
every month in advance at the office of the LESSOR located at P. O. Box
208, Maineville, Ohio 45039 or such other location as may be indicated from
time to time by LESSOR. The first of said payments shall be due ten (10)
days prior to occupancy of the LEASED PREMISES, at which time a security
deposit of not applicable Dollars ($ n/a) will also be due.

<PAGE> 2

4. ADDITIONAL RENTAL. In addition to the Base Rent, the LESSEE shall pay to
the LESSOR as Additional Rent the additional amount designated below:
(strike the provision which does not apply)

A. The LESSEE shall pay to LESSOR, LESSEE'S proportionate share of: (i) all
real estate taxes and assessments levied against the Real Estate
during the term of the Lease; (ii) the public liability insurance and
all risk insurance premiums payable by the LESSOR during the Lease term
with respect to the premises; and, (iii) the common area maintenance
costs and expenses incurred by the LESSOR in connection with the
premises during the Lease term.

B. The LESSEE shall pay to the LESSOR during the term of this Agreement, in
lieu of a proportionate share of real estate taxes, insurance and
common area maintenance expenses, the sum of $ included in mo. rent
per square foot of the LEASED PREMISES calculated on an annual basis
and payable in monthly installments of n/a Dollars ($ n/a) in addition
to and payable on the same dates as the installments of the Base Rent.

5. UTILITIES. The LESSEE shall timely pay for the electrical service charged
to the LEASED PREMISES. LESSOR shall be responsible for water and sewage
charges for the LEASED PREMISES.

6. USE OF PREMISES. LESSEE shall use and occupy the LEASED PREMISES in a
proper, lawful and reputable manner, and shall not permit any use of the
LEASED PREMISES which would constitute a waste or a nuisance. The LEASED
PREMISES are to be used for general offices or medical offices. LESSEE
agrees to restrict the use to such purposes, and not to use, or permit the
use of, the LEASED PREMISES for any other purpose without first obtaining
the consent in writing from the LESSOR. LESSEE shall promptly comply with
any law, regulation or order issued by any governmental agency, or by an
applicable insurance inspection bureau that applies to the LEASED PREMISES
as a result of the LESSEE'S occupancy of the LEASED PREMISES.

<PAGE> 3

7. NO USE THAT INCREASES INSURANCE RISK. LESSEE agrees that if the LEASED
PREMISES are used in any manner that will increase the risks covered by
insurance on the BUILDING where the LEASED PREMISES are located, so as to
increase the rate of insurance on the BUILDING, the LESSEE shall be
responsible for the payment of any additional premiums which result from
such increased risk. LESSEE shall not use the LEASED PREMISES in any manner
such that LESSOR will be unable to obtain insurance upon the BUILDING.
LESSEE further agrees not to keep on the LEASED PREMISES, or permit to be
kept, used, or sold, thereon, anything prohibited by the policy of fire
insurance covering the BUILDING. LESSEE agrees to comply, at its own
expense, with all requirements of insurers necessary to keep in force the
fire, public liability, and other insurance covering the BUILDING.

8. CONDITION OF PROPERTY. Upon taking possession of the LEASED PREMISES,
LESSEE accepts the real estate, LEASED PREMISES and BUILDING, and any
improvements, in their then existing condition. LESSEE'S taking of the
LEASED PREMISES shall be conclusive evidence that LESSEE accepts such
property "as is", and that such property is in good condition at the time
possession is taken. Upon the termination of this Lease, LESSEE will
peacefully and quietly surrender possession of the LEASED PREMISES in as
good order and condition as when entered upon, reasonable use and
ordinary wear and tear thereof and damage by fire or other casualty.
LESSEE shall pay the cost of repairing any damage to the LEASED PREMISES
caused by the removal of LESSEE property therefrom.

9. RESTRICTIONS. LESSEE shall not at any time, without obtaining LESSOR'S
prior written consent:

A. Display or erect any lettering, sign, advertisement, writing or other
projection in or on the LEASED PREMISES, or in or on the BUILDING or
Real Estate, or to make any alteration, decoration, addition or
improvement in or to the LEASED PREMISES, or in or to the BUILDING or
the Real Estate, except according to the uniform plan of signage
specified by the LESSOR for the BUILDING.

<PAGE> 4

B. Use or permit to be used the sidewalks adjacent to, or any other space
outside the LEASED PREMISES, for display, sale or any other similar
undertaking.

C. Use the plumbing facilities for any purpose other than that for which
they were constructed, or dispose of any garbage or other foreign
substance therein.

D. Install, operate, or maintain in the LEASED PREMISES any electrical
equipment which may, as determined by LESSOR, overload the electrical
system therein, or any part thereof, beyond its reasonable capacity
for proper and safe operation, provided, however, the LESSOR shall
when it does not unreasonably interfere with the existing electrical
system, allow the LESSEE to install at its own expense additional
electrical services to the LEASED PREMISES.

E. Bring safes, bulky or heavy articles, furniture packages or freight
into the main entrance way of the BUILDING unless arrangements are first
made with LESSOR.

10. MAINTENANCE AND REPAIR. LESSEE shall promptly and in a workmanlike manner,
at LESSEE'S own expense, make all necessary repairs and replacements to the
LEASED PREMISES, except to pipes, heating and air conditioning system,
plumbing, sewers, electrical systems, and structure, which shall be
LESSOR'S responsibility to make and financially bear, unless any such
repair or replacement is attributable, as reasonably determined by LESSOR,
to LESSEE'S act, the negligence of LESSEE or LESSEE'S employees, agents,
guests, invitees, or contractors, in which event LESSEE shall make the same
at LESSEE'S sole expense; excepting only repairs and replacements
necessitated by casualty loss. LESSEE, at its own cost, shall at all times
be solely responsible for keeping and maintaining the LEASED PREMISES in a
clean, sanitary and safe condition. LESSEE, at its own cost, shall be
required to furnish everything required for its own use inside the LEASED
PREMISES including, without limitation, telephone service and light bulbs.
Should LESSEE fail to make any repair, replacement or maintenance required
to be made by LESSEE hereunder, LESSOR may, but shall not be required to,
make the same for LESSEE'S account, and the expense thereof shall
constitute and be collectible as

4
<PAGE> 5

additional rent, immediately due and payable, with interest at the highest
rate then permitted by applicable law.

11. ALTERATION. LESSEE shall not alter or improve the LEASED PREMISES without
the prior written consent of the LESSOR, which consent shall not be
unreasonably withheld. Prior to any proposed change, all plans, designs
and contractors must be submitted to LESSOR for approval. In addition,
subsequent to this approval, LESSEE agrees to the following conditions for
such alterations and improvements:

A. LESSEE shall be required, at LESSEE'S sole expense, to procure and
pay for all required governmental permits and authorizations of the
various governmental subdivisions having jurisdictions.

B. All work done in connection with any change or alteration shall be done
at LESSEE'S sole cost and in a good and workmanlike manner, consistent
with the standard of work and material existing in the BUILDING, and
in compliance with all building and zoning laws, and with all other
laws, ordinances, orders, rules, regulations, and requirements of any
governmental agency.

C. At all times when any change or alteration is in progress by LESSEE,
there shall be maintained, at LESSEE'S expense, Worker's Compensation
Insurance in accordance with laws governing all persons employed in
connection with the change or alteration, and general liability and
builder's risk insurance for the mutual benefit of LESSEE and LESSOR,
expressly covering the additional hazards due to the change or
alteration.

D. Any improvement to the LEASED PREMISES or any part thereof, and any
replacement of fixtures during the term of this Lease shall at once
become the absolute property of LESSOR without payment of any kind
thereof, except for trade fixtures and/or personal property added to
the LEASED PREMISES by LESSEE which are not replacements of fixtures
or personal property installed by or belonging to LESSOR. Trade
fixtures and personal property not belonging to LESSOR may be removed
by LESSEE at the expiration of the term of this Lease, provided

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<PAGE> 6

LESSEE restores, at LESSEE'S sole cost, the LEASED PREMISES to its
original condition, reasonable wear and tear and damage by casualty
loss excepted.

E. Except as herein expressly provided, LESSOR shall in no event be
required to make any alteration, rebuilding, replacement, change,
addition, improvement, maintenance or repair during the term of this
Lease.

F. LESSEE shall cause to be discharged any liens against the Real Estate on
which the LEASED PREMISES are located which result from any action
taken by LESSEE, within thirty (30) days after LESSEE receives oral or
written notice, from any source, that any such lien has been placed of
record. In the event that LESSEE fails to remove any such liens against
the Real Estate within said thirty (30) days, LESSOR may, but shall
not be required to, cause such lien to be discharged. The expense of
causing the lien to be discharged, including, but not exclusive of, any
attorney's fees or court costs, shall constitute, and be collectible as
additional rent, immediately due and payable with interest at the
highest rate then permitted by applicable law.

G. To the extent possible, all additions, changes, alteration and
improvement required by LESSEE shall be performed by LESSOR, at the
cost of the LESSEE. The charges invoiced to the LESSEE by LESSOR shall
reflect LESSOR'S cost and shall be paid by LESSEE to LESSOR within ten
(10) days of billing. 12. ASSIGNMENT OR SUBLEASE. LESSEE agrees not
to assign or sublease the LEASED PREMISES, or any part thereof, or any
right or privilege connected therewith, or to allow any other person,
except LESSEE'S agents and employees, to occupy the premises or any
part thereof, without first obtaining the prior written consent of
LESSOR, which consent shall not unreasonably be withheld. Provided
however, any assignment or subletting of the LEASED PREMISES to which
LESSOR may consent, shall not relieve or discharge the LESSEE from its
liability and obligations under this Lease Agreement. One such consent
by LESSOR shall not be a consent to subsequent assignment, sublease,
or occupation by other persons. LESSEE'S unauthorized

<PAGE> 7

assignment, sublease, or license to occupy shall be void, and shall
terminate the Lease at the LESSOR'S option. LESSEE'S interest in this
Lease is not assignable by operation of law. It shall be considered
unreasonable to withhold written consent if the intended sublessee or
assignee would compete with any other tenant or adversely affect the
BUILDING in which the LEASED PREMISES are located.

13. DEFAULT, LATE CHARGE, AND WAIVER. If the rent prescribed herein, or any
part thereof shall at anytime be in arrears and unpaid for a period of ten
(10) days after it shall become due, an amount of Five Percent (5%) of the
unpaid installment shall be due and payable as a late charge. If the said
rent and late charge are not paid within fifteen (15) days of the original
due date of the monthly installment of rent, or if the LESSEE shall fail to
keep and perform any of the covenants and agreements required under this
Lease to be kept and performed, and such failure, shall continue for a
period of ten (10) days after receiving written notice from LESSOR of such
failure, unless and excepting LESSEE'S demonstration that such default
cannot reasonably be cured within the ten (10) days, and LESSEE can
demonstrate that a good faith effort is being made to cure said default; or
if LESSEE shall abandon the LEASED PREMISES during the term thereof; or if
LESSEE or any assignee of this Lease shall make an assignment for the
benefit of its creditors or be adjudicated a bankrupt; or if LESSEE shall
file an application in Federal District Court for reorganization seeking a
compromise or settlement of its indebtedness; or if the interest of LESSEE
shall be sold under execution or other legal process; or if a receiver or
trustee be appointed for the property of LESSEE or any assignee, LESSOR my
re-enter into upon the LEASED PREMISES and again have, repossess and enjoy
the same with all the improvements located thereon as if this Lease had
not been made and whereupon this Lease and everything herein contained on
the part of the LESSOR to be kept and performed shall cease, terminate and
be utterly void without prejudice, however, to LESSOR'S right of action for
arrears of rent and breach of covenant. In case of any such default and
re-entry, LESSOR may re-let said premises for the remainder of the term and
my recover from LESSEE and damages sustained. The waiver by the LESSOR of

<PAGE> 8

the breach of any of the covenants or conditions by the LESSEE, or the
consent by the LESSOR to assignment by the LESSEE shall not affect the
right or remedy of the LESSOR for any future breach or assignment without
consent, but such right or remedy may be pursued as if no such waiver or
consent had been given.

14. INDEMNITY. LESSEE shall indemnify and save harmless LESSOR against and from
any and all claims by or on behalf of any person, firm or corporation
arising from the conduct or management of any service or anything
whatsoever done by LESSEE or LESSEE'S agents, contractors, servants,
employees, or invitees, in or about the LEASED PREMISES or the BUILDING or
the Real Estate, and LESSEE will further indemnify and save LESSOR harmless
against and from any and all claims arising from any breach or default on
the part of the LESSEE of any obligations of LESSEE to be performed
pursuant to the terms of this Lease, and from and against all costs,
counsel fees, expense and liabilities incurred by any reason of any such
claim. LESSOR may, at its option, require that LESSEE resist or defend such
action or proceeding at LESSEE'S own cost and expense and by counsel
reasonable satisfactory to LESSEE.

15. INSURANCE. The PARTIES agree that:

A. LESSEE, at its expense, shall maintain public liability insurance
indemnifying LESSEE, with LESSOR named as an insured on such policy,
against liability for injuries to person or property arising out of
the ownership, maintenance or control of the LEASED PREMISES with
policy limits of not less than $500,000.00 for injury to one person,
$1,000,000.00 for one occurrence, and $500,000.00 for property damage.
Such insurance shall provide that it will not be cancelled or changed
until the insurer has given LESSOR at least thirty (30) days prior
written notice thereof. LESSEE will furnish LESSOR with a certificate
of such insurance.

16. LESSOR shall maintain fire, extended coverage and standard "all risk"
insurance on the BUILDING in an amount of not less than eighty percent
(80%) of the replacement cost of the BUILDING. Such insurance will be for
the BUILDING and the LEASED PREMISES only and will not provide for coverage
of LESSEE'S

8
<PAGE> 9

trade fixtures, leasehold improvements, or other property. Insurance
coverage for LESSEE'S trade fixtures, equipment and other property
located in or about the LEASED PREMISES will be at the sole expense of
the LESSEE, and the LESSEE further agrees to hold LESSOR harmless for any
loss of said items resulting from fire or other destruction of the LEASED
PREMISES.

C. LESSOR and LESSEE each hereby release the other from any claim for
damage or destruction to the LEASED PREMISES, to any contents therein,
for business interruption, or any other claims arising from and
insured casualty, regardless of any negligence causing or contributing
to such loss. LESSOR and LESSEE each shall cause the foregoing waiver
to be included in any insurance coverage carried by it on the LEASED
PREMISES or any property located therein or used in connection therewith.

16. FIRE OR OTHER DESTRUCTION. If the building or other improvements located
on the LEASED PREMISES should be damaged or destroyed by fire or other
casualty, LESSEE will promptly notify LESSOR of such casualty. If such
casualty is insured against, LESSOR will, to the extent of the net proceeds
available, repair and restore the BUILDING and improvements so damaged or
destroyed as nearly as may be reasonable to their condition immediately
prior to such casualty. In the meantime, if the LEASED PREMISES should be
rendered partially or totally untenable there will be an equitable
abatement of rent and additional rent until the LEASED PREMISES are again
rendered tenable. In the case of such fire or destruction, this Lease shall
not terminate unless the damage or destruction is so extensive that the
damaged or destroyed building or improvements is so extensive that repairs
cannot reasonably be repaired and restored within a period of ninety (90)
days following the date the LESSOR receives written notice from the LESSEE
of the casualty; in which event this Lease may be terminated at the option
of the LESSOR or the LESSEE exercisable only in the following manner: If
either party to the Lease feels that it is entitled to terminate the Lease
and desires to do so, it will notify the other within thirty (30) days
after the date of the casualty, stating that

9
<PAGE> 10

such party elects to terminate the Lease and thereupon the Lease shall
terminate as of date of casualty unless the other party, the one receiving
the notice of termination, shall in writing within ten (10) days after
receipt of the notice of termination notify the other that it disputes
such party's right to terminate. In the event of such disagreement, this
matter shall promptly be referred to arbitration under the rules of the
American Arbitration Association and its decision shall be final and
conclusive. Pending any such arbitration the LESSOR may, but shall not be
obligated, to repair or restore the BUILDING, but shall be entitled to
await the decision of the arbitrators. In the event the right to terminate
is upheld in arbitration, the termination shall be effective as of the
date of the casualty.

17. SUBORDINATION OF LEASE. This Lease and all of LESSEE'S rights hereunder are,
and shall be, subject and subordinate to any and all mortgages, and all of
the terms and provisions thereof, that now exist or may hereafter be placed
upon the BUILDING, LEASED PREMISES, and Real Estate or any part hereof,
and to any and all advances to be made thereunder, and to the interest
thereon, and all renewals, replacements, modifications, consolidations and
extensions thereof. This subordination shall be self-operative and shall not
require any further writing or confirmation hereof. However, LESSEE shall,
within five (5) days of LESSOR'S request, execute and deliver whatever
instruments may be requested by LESSOR. LESSEE further agrees to attorn to
any lender, such attornment to be effective upon such lender's or
purchaser's acquisition of title to the LEASED PREMISES. LESSEE agrees to
execute such further attornment agreements as such lender or purchaser may,
from time to time, request. The attornment of LESSEE shall not be
terminated by foreclosure. In the event that such lender or purchaser
acquires title to the LEASED PREMISES, such lender may, at its option,
accept or reject such attornment upon sixty (60) days prior written notice
to LESSEE.

18. HOLDOVER. If at or before the expiration of this Lease no new written
agreement has been entered into, LESSEE will be a tenant from month to
month, at the same rental and under the same conditions in force at the
expiration of this Lease, unless notified by

10
<PAGE> 11

LESSOR, in writing of different rent or conditions ten (10) days prior to
the commencement of any such month.

19. BROKERS. LESSOR states that it may have engaged a broker in connection with
this Lease, and LESSOR shall be responsible for any commission only to such
broker according to its prior agreement with such broker.

20. COMMON AREAS. In addition to the LEASED PREMISES hereunder, LESSEE shall
have the non-exclusive right to use the hallways, and other common areas of
the BUILDING and the Real Estate upon which the BUILDING is located for
ingress and egress to and from the LEASED PREMISES upon and subject to the
terms and conditions of this Lease.

21. EMINENT DOMAIN. If the whole of the REAL Estate, or such portion thereof
as will make the LEASED PREMISES unsuitable for the purposes herein leased,
is condemned for any public use or by any legally constituted authority, or
in the event that said REAL Estate is sold under threat of condemnation or
appropriation, then in either of such events, this Lease shall terminate
from the time when possession is taken by such public authority, and rental
shall be accounted for between LESSOR and LESSEE as of the date of the
surrender of possession. If such a portion of the Real Estate as will not
make the LEASED PREMISES unsuitable for the purpose herein leased is so
condemned or sold, this Lease shall not terminate but there shall be an
adjustment in the annual rental should such condemnation or sale have a
detrimental effect upon the LEASED PREMISES, as reasonably determined by
LESSOR as of the date of possession by such public authority. Only that
portion of any condemnation award specifically awarded to LESSEE shall
belong to LESSEE.

22. CLAIMS. LESSEE agrees to indemnify and hold LESSOR harmless from any and
all claims, demands, charges, and causes of action for damage to property,
or injury to persons (including death resulting therefrom), on the LEASED
PREMISES arising in any way from the use and occupancy of the LEASED
PREMISES by LESSEE, its officers, partners, agents, employees,
subcontractors, or business invitees excepting injury arising

11
<PAGE> 12

from LESSOR'S negligence or failure to perform its obligations under this
Lease. LESSOR shall not be responsible or liable for damages to any
personal property of LESSEE on the Real Estate, BUILDING or LEASED
PREMISES,or for: (i) failure to supply utilities service or for injury or
damage caused by leaks, snow, water, or gas or from electric wiring; (ii)
acts or omissions of other occupants of the BUILDING, or (iii) losses from
theft or vandalism.

23. SURRENDER UPON TERMINATION OF LEASE. At the expiration of the Lease term,
LESSEE shall surrender the LEASED PREMISES in as good condition as it was
in at the beginning of the term, reasonable wear and tear and damage by
casualty loss excepted.

24. QUIET ENJOYMENT. LESSEE upon paying the base rent and all additional rent
and other charges and performing all other covenants, terms and conditions
to be performed by it, shall quietly have and enjoy the LEASED PREMISES
during the term of this Lease without hindrance or interference by anyone
claiming by or through LESSOR.

25. RIGHTS RESERVED BY LESSOR. LESSOR reserves and shall have the following
rights:

A. To change the name of the BUILDING without liability to LESSEE.

B. To charge LESSEE any expenses, including overtime cost, incurred by
LESSOR in the event repairs, decorating or other work in the LEASED
PREMISES are made or done after ordinary business hours, at LESSEE'S
request excepting repairs which are LESSOR'S responsibility hereunder.

C. To charge LESSEE any expenses incurred by LESSOR for time and/or material
for work requested by LESSEE and performed in the LEASED PREMISES over
and above what this Lease specifies.

12
<PAGE> 13

26. NOTICE. Any notice by either party to the other shall be in writing,
except where oral notice is permitted herein, and shall be deemed to be
duly given only if delivered personally or mailed by certified mail in a
postage paid envelope addressed to LESSEE at:

3532 Irwin Simpson Road, Suite 85
Mason, OH 45040

and to LESSOR at:

P.O. Box 208
Maineville, Ohio 45039

27. GOVERNING LAW. This Lease shall be governed by, construed and enforced in
accordance with the Laws of the State of Ohio.

28 DECLARATION OF CONTRACTUAL LIABILITY. In the event that there is a
multi-party LESSEE consisting of parties who have agreed to share the rental
expense, occupation, and/or use of the LEASED PREMISES herein, LESSOR shall
consider all such parties to be a single LESSEE. The covenants of the LESSEE
as they appear in the Lease shall be the joint and several obligation of
each such party. LESSOR, at its option, may look to any one, or all of such
parties in order to obtain a remedy for any breach committed by the
multi-party LESSEE, irrespective of whether the breach was committed by
any one, or all of the parties. LESSOR does not, for the purposes of this
Lease, recognize any contracts or other agreements between or among the
parties of the multi-party LESSEE setting forth the terms and conditions,
and/or use of the LEASED PREMISES herein; and, the terms and conditions of
any conditions of any such contract or agreements shall not be a defense to
any legal action brought by LESSOR or cure or remedy any defaults or breach
committed by the multi-party LESSEE. If LESSEE is a partnership, the
covenants of LESSEE shall be the joint and several obligations of the
partnership and each of its partners. If LESSEE is a partnership, the
covenants of LESSEE shall be the joint and several obligations of the
partnership and each of its partners. If LESSEE is a corporation, the
covenants of LESSEES shall be the joint and

<PAGE> 14

several obligations of the corporation and each of its shareholders only
of the extent that shareholder liability is permitted by law or provided
for herein.

29. BINDING EFFECT. Except as herein set forth, the covenants, terms,
conditions, provisions an undertakings of this Lease shall extend to and be
binding upon the heirs, executors, administrators, legal representatives
successors and assigns of the respective parties hereto.

30. ENTIRE AGREEMENT. This Lease and all Exhibits hereto contain the entire
Agreement and understanding between the parties with respect to the
subject matter hereof. There are no oral understandings, terms, or
conditions, and neither party has relied upon any representations, express
or implied, not contained in this Lease. All prior understandings, terms,
or conditions are deemed merged in this Lease. This Lease cannot be changed
or supplemented orally.

31. SEVERABILITY. If any provision of this Lease shall be declared invalid or
unenforceable, the remainder of the Lease shall continue to full force and
effect.

* This lease will automatically renew for another 12 month term unless LESSEE
gives LESSOR 60 days notice of your intent to vacate Suite #85. It will
renew with a 5% increase in rent ($850.50 per month).

<PAGE> 15

IN WITNESS WHEREOF, the parties have hereunto set their hands as of the day and
year first above written.

Signed and acknowledged
in the presence of:

LESSOR:
COLUMBIA SQUARE PARTNERSHIP
An Ohio General Partnership

/s/ George Patt
- --------------------------

Printed:
- --------------------------

By: /s/ George W. Patt Partner
----------------------------------
Partner Title

- --------------------------

Printed:
- --------------------------

LESSEE: PICKUPS PLUS

/s/ John Fitzgerald
- --------------------------

Printed: President
- --------------------------

By: /s/ President
---------------------------------------
Title

- --------------------------

Printed:
- --------------------------

<PAGE> 1
EXHIBIT 6(c)

AGREEMENT OF LEASE

This Agreement, made at Cincinnati, OH this 25th day of MARCH, 1999, by and
between SHARON HILLS INC. herein called "LESSOR", and JOHN FITZGERALD, DBA
PICK-UPS PLUS, 3532 IRWIN SIMPSON RD., SUITE 85, MASON, OH 45040 herein called
"LESSEE".

1. DESCRIPTION OF PREMISES. LESSOR leases to LESSEE, and LESSEE hires from
LESSOR, as herein provided, the premises located at the following address:
11370 READING RD., CINCINNATI, OH 45241 which premises consist of an
interior space of approximately 4,500 square feet, and which premises are
located upon the above described real estate. The foregoing premises along
with a non-exclusive right to the use of the parking at this location are
hereinafter referred to as the "PREMISES".

2. TERM. The term of this Lease shall begin on the 1st day of APRIL, 1999 and
terminate on the 31st day of MARCH, 2002 unless sooner terminated or
extended as hereinafter provided.

3. BASE RENT. The base rent for the Lease term shall be SEVENTY NINE THOUSAND
TWO HUNDRED and 00/100 DOLLARS ($79,200.00). LESSEE agrees to pay LESSOR
said amount in installments of TWO THOUSAND TWO HUNDRED DOLLARS AND 00/100
($2,200.00) each, beginning on the 1st day of APRIL, 1999 and payable on
the 1st day of each month thereafter during the term of the Lease.

4. SECURITY DEPOSIT. The LESSEE has deposited with the LESSOR a security
deposit of ONE THOUSAND NINE HUNDRED FIVE and 00/100 DOLLARS ($1,905.00)
which the LESSOR may apply to any damages incurred as a result of a breach
of this Lease by LESSEE. Lessee agrees to pay first months rent and
security deposit upon signing of lease.

5. USE OF PREMISES. The PREMISES are leased to be used as an office/store and
warehouse. LESSEE agrees to restrict the use to such purposes, and not to
use, or permit the use of, the PREMISES for any other purpose without first
obtaining the consent in writing of LESSOR.

6. NO USE THAT INCREASES INSURANCE RISK. LESSEE agrees not to use the PREMISES
in any manner, even in LESSEE'S use for the purposes for which the PREMISES
are leased, that will increase risks covered by insurance on the building
where the PREMISES are located, so as to increase the rate of insurance on
the PREMISES, or to cause cancellation of any insurance policy covering
the building. LESSEE further agrees not to keep on the PREMISES, or permit
to be kept, used, or sold thereon, anything prohibited by the policy of
fire insurance covering the PREMISES. LESSEE agrees to comply, at LESSEE'S
own expense, with all requirements of insurers necessary to keep in force
the fire and public liability insurance covering the PREMISES and building.

<PAGE> 2

7. NO WASTE, NUISANCE, OR UNLAWFUL USE. LESSEE shall not commit, or allow to
be committed, any waste on the PREMISES, create or allow any nuisance to
exist on the PREMISES, or use or allow the PREMISES to be used for an
unlawful purpose, or in violation of any environmental regulations, local,
state, or federal.

8. PAYMENT OF UTILITIES. LESSEE shall pay for all utilities furnished the
PREMISES for the term of this Lease, including electricity, gas, water,
sewer and telephone service.

9. REPAIRS AND MAINTENANCE. LESSEE shall maintain and keep the interior of
the PREMISES in good repair, including but not limited to electrical,
heating, air conditioning, and plumbing system, and make said repairs and
any decoration at LESSEE'S own expense. LESSEE shall also carefully control
and guard all fires therein, keep all sewer connections free from
obstructions, keep said PREMISES clean and neat, and keep the sidewalk in
front of said PREMISES clean, open and free from obstructions, rubbish,
dirt, snow and ice.

10. ALTERATIONS TO PREMISES. LESSEE shall not make any changes in to the
structure or the interior of the PREMISES without LESSOR'S consent and
approval.

11. SIGNS. Any sign which LESSEE wishes to place on or about the exterior of
the PREMISES requires LESSOR'S prior approval.

12. DELIVERY, ACCEPTANCE, AND SURRENDER OF PREMISES. LESSEE agrees that it has
accepted the PREMISES on possession as being in a good state of repair and
in sanitary condition. LESSEE agrees to surrender the PREMISES to the
LESSOR at the end of the Lease term, if the Lease in not renewed, in the
same condition as when LESSEE took possession, allowing for reasonable use
and wear. LESSEE agrees to remove all business signs or symbols placed on
the PREMISES before redelivery of the PREMISES to the LESSOR, and to
restore the portion of the PREMISES on which such signs or symbols were
placed to the same condition as before their placement.

13. PARTIAL DESTRUCTION OF PREMISES. Partial destruction of the PREMISES shall
not render this Lease void or voidable, or terminate it except as herein
provided. If the PREMISES are partially destroyed during the term of this
Lease, LESSOR shall repair them, when such repairs can be made in
conformity with the local, state, and federal laws and regulations, within
ninety (90) days of the partial destruction. Rent for the PREMISES will be
reduced proportionally to the extent to which the repair operations
interfere which the normal conduct of LESSEE'S business on the PREMISES. If
the repairs cannot be so made in ninety (90) days, or if LESSOR does not
elect to make them within such time, either party hereto has the option to
terminate this Lease.

14. LESSOR'S ENTRY FOR INSPECTION AND MAINTENANCE. LESSOR reserves the right to
enter on the PREMISES at reasonable times to inspect them, to perform
required maintenance and repair, or to make additions or alterations to any
part of the building in which the PREMISES are located, and LESSEE agrees
to permit LESSOR

-2-

<PAGE> 3

to do so. LESSOR may, in connection with such alterations, additions, or
repairs, erect scaffolding, fences, and similar structures, post relevant
notices, and place moveable equipment without any obligation to reduce
LESSEE'S rent for the PREMISES during such period and without incurring
liability to LESSEE for disturbance of quiet enjoyment of the PREMISES, or
loss of occupation thereof.

15. POSTING "FOR SALE", "FOR LEASE", OR "FOR RENT" SIGNS. LESSOR reserves the
right to place "For Sale" signs on the PREMISES at any time during the
Lease, or "For Lease" or "For Rent" signs on the PREMISES at any time
within ninety (90) days of expiration of the Lease, if LESSEE has not
exercised an option to renew, and LESSEE agrees to permit LESSOR to do so.

16. "QUITTING BUSINESS", "BANKRUPTCY", OR "LOST OUR LEASE" SALES. LESSEE agrees
not to conduct "Quitting Business", "Lost our Lease", "Bankruptcy", or
other such types of sales on the PREMISES without LESSOR'S written consent.

17. LESSEE TO CARRY LIABILITY INSURANCE. LESSEE agrees to procure and maintain
in force during the term of this Lease and any extension thereof, at
LESSEE'S expense, public liability insurance in companies and through
brokers approved by LESSOR, adequate to protect against liability for
damage claims through public use of or arising out of accidents occurring
in or around the PREMISES, in a minimum amount of One Million Dollars
($1,000,000.00) single limit policy. Such insurance policies shall provide
coverage for LESSOR'S contingent liability on such claims or losses. The
policies shall be delivered to LESSOR for keeping. LESSEE agrees to obtain
a written obligation from the insurers to notify LESSOR in writing at
least thirty (30) days prior to cancellation or refusal to renew any such
policies. LESSEE agrees that, if such insurance policies are not kept in
force during the entire term of this Lease and any extension thereof,
LESSOR may procure the necessary insurance, pay the premium therefor, and
that such premium shall be repaid to LESSOR as an additional rent
installment for the month following the date on which such premiums are
paid.

18. LESSEE'S ASSIGNMENT, SUBLEASE, OR LICENSE FOR OCCUPATION BY OTHER PERSONS.
LESSEE agrees not to assign or sublease the PREMISES any part thereof, or
any right or privilege connected therewith, or to allow any other person,
except LESSEE'S agents and employees, to occupy the PREMISES or any part
thereof, without first obtaining LESSOR'S written consent. One consent by
LESSOR shall not be a consent to a subsequent assignment, sublease, or
occupation by other persons. LESSEE'S unauthorized assignment, sublease, or
license to occupy shall be void, and shall terminate the Lease at LESSOR'S
option. LESSEE'S interest in this Lease is not assignable by operation of
law, nor is any assignment of LESSEE'S interest herein valid without
LESSOR'S written consent.

19. LEASE BREACHED BY LESSEE'S RECEIVERSHIP, ASSIGNMENT FOR BENEFIT OF
CREDITORS, INSOLVENCY, OR BANKRUPTCY. Appointment of a receiver to take
possession of LESSEE'S assets LESSEE'S general assignment for benefit of
creditors, or LESSEE'S insolvency or taking or suffering action under the
Bankruptcy Act is a breach of this Lease.

-3-
<PAGE> 4

20. LESSOR'S REMEDIES ON LESSEE'S BREACH. If LESSEE breaches this Lease,
LESSOR shall have the following remedies in addition to his other rights
and remedies in such event:

A. REENTRY. LESSOR may reenter the PREMISES immediately, and remove all
of LESSEE'S personnel and property therefrom. LESSOR may store the
property in a public warehouse or at another place of LESSOR'S
choosing at LESSEE'S expense or to LESSEE'S account.

B. TERMINATION. After reentry, LESSOR may terminate the Lease by giving
ten (10) days' written notice of such termination to LESSEE. Reentry
only, without notice of termination, will not terminate the Lease.

C. RELETTING PREMISES. After reentering, LESSOR may relet the PREMISES or
any part thereof, for any term, without terminating the Lease, at such
rent and on such terms as LESSOR may choose. LESSOR may make
alterations and repairs to the PREMISES for such purposes.

D. LIABILITY OF LESSEE ON RELETTING. LESSEE is liable to LESSOR in
addition to LESSEE'S other liability for breach of the Lease for all
expenses of the reletting, and of the alterations and repairs made,
which LESSOR may incur. In addition, LESSEE is liable to LESSOR for
the difference between the rent received by LESSOR under the reletting
and the rent installments that are due for the same period under this
Lease.

E. APPLICATION OF RENT ON RELETTING. LESSOR at LESSOR'S option may apply
the rent received from reletting the PREMISES as follows:

(1) To reduce LESSEE'S indebtedness to LESSOR under the Lease, not
including indebtedness for rent;

(2) To expenses of the reletting and alterations and repairs made;

(3) To rent due under this Lease;

(4) To payment of future rent under this Lease as it becomes due.

F. ACCELERATION OF RENT. LESSOR may recover from LESSEE on terminating
the Lease for LESSEE'S breach all damages proximately resulting form
the breach, including the cost of recovering the PREMISES, and the
worth of the balance of this Lease over the reasonable rental value of
the PREMISES for the remainder of the Lease term, which sum shall at
LESSOR'S option be immediately due to LESSOR from LESSEE.

21. MANNER OF GIVING NOTICE. Notices given pursuant to the provisions of this
Lease, or necessary to carry out its provisions, shall be in writing, and
delivered personally to the party to whom the notice is to be given, or
mailed postage prepaid,

-4-
<PAGE> 5

addressed to such person. LESSOR'S address for this purpose shall be as
given below, or such other address as LESSOR may in writing designate to
LESSEE. Notices to LESSEE may be addressed to LESSEE at the PREMISES.

22. EFFECT OF LESSOR'S WAIVER. LESSOR'S waiver of breach of one covenant and
condition of this Lease is not a waiver of breach of others, or of
subsequent breach of the one waived. LESSOR'S acceptance of rent
installments after breach is not a waiver of the breach, except of breach
of the covenant to pay the rent installment of installments accepted.

23. LEASE APPLICABLE TO SUCCESSORS, ETC. This lease and the covenants and
conditions hereof apply to and are binding on the heirs, successors,
executors, administrators, and assigns of the parties hereto.

24. TIME OF ESSENCE. Time is of the essence of this Lease.

25. EFFECT OF EMINENT DOMAIN PROCEEDINGS. Eminent domain proceedings resulting
in the condemnation, of a part of the PREMISES herein that leave the rest
unusable by LESSEE for purposes of the business for which the PREMISES are
leased will terminate this Lease. The effect of condemnation, should the
PREMISES be suitable for the purposes of the business, will be to terminate
the Lease as to the portion of the PREMISES condemned, and leave it in
effect as to the remainder of the PREMISES. LESSEE'S rental for the
remainder of the Lease term shall in such case be reduced by the amount
that the usefulness of the PREMISES to LESSEE such business purposes is
reduced. All compensation awarded in the eminent domain proceedings as a
result of such condemnation shall be LESSOR'S. LESSEE hereby assigns and
transfers to LESSOR any claim LESSEE may have to compensation for damages
as a result of such condemnation.

26. OPTION TO RENEW. LESSOR grants to LESSEE, upon the due performance of the
agreements conditions, covenants and terms herein contained on the LESSEE'S
part to be kept, observed and performed, the right to renew the term of the
Lease for one (1) additional three (3) year term, provided the LESSEE shall
have given written notice on or before six (6) months prior to expiration
of this Lease or the renewal term if applicable, to LESSOR or LESSOR'S
successors or assigns, of LESSEE'S intention to so renew the Lease, for
such further term. The renewal term or terms shall be on the same terms
and conditions as the original term except that the base monthly rent of
TWO THOUSAND TWO HUNDRED DOLLARS ($2,200.00), plus increases during the
original term for taxes, assessments, and insurance, shall for the first
(1st) year of the renewal term be increased in proportion to the increase
in the Consumer Price Index from the beginning of the original term to its
expiration. The Revised Consumer Price Index for Urban Wage Earners and
Clerical Workers for Cinci., OH: All Items-A(1967+100) shall be used, or if
changed or discontinued then such other similar economic indicator then
published as determined by the LESSOR. For each subsequent year of the
renewal term or terms, the monthly rental shall be increased in proportion
to the increase in the C.P.I. during the preceding year. The rent for each
successive year of the renewal term(s) shall be increased by the amount of
increases in the prior year of taxes, assessments, and insurance plus the
proportionate increase in the C.P.I. for such preceding year.

-5-

<PAGE> 6
IN WITNESS WHEREOF, LESSOR executed this Lease on the day of , 1998.

WITNESS: LESSOR: SHARONHILLS, INC.

/s/ Shirley Brewster /s/ J.J. Steckler
-------------------- -------------------------------
Printed: Shirley Brewster J.J. STECKLER, PRESIDENT
---------------- 11441 LIPPELMAN RD. 2nd FLOOR
CINTI., OH 45246

P.O. BOX 62051
CINTI., OH 45262

STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )

Acknowledged before me a Notary Public on this 19 day of March, 1999.

BOBBI L. NAPIER Bobbi L. Napier
NOTARY PUBLIC, STATE OF OHIO -------------------------
MY COMMISSION EXPIRES: MAY 10, 2003 Notary Public

IN WITNESS WHEREOF, LESSEE executed this Lease on 21 day of March, 199 .

WITNESS: LESSEE: JOHN FITZGERALD
DBA PICK UPS PLUS

/s/ John J. Fitzgerald
- --------------------------- -------------------------------

PRINTED: John Fitzgerald JOHN J. FITZGERALD 398-4344
---------------- 3522 IRWIN SIMPSON RD.
MASON, OH 45040

STATE OF OHIO )
) SS:
COUNTY OF )

Acknowledged before me a Notary Public on this day of , 199 .

-------------------------
Notary Public

-6-

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITOR

I hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form SB-2 of my report dated February 20, 1999
relating to the financial statements of Pick-Ups Plus, Inc. appearing in such
Prospectus. I also consent to the reference to me under the heading "Experts" in
such Prospectus.

s/Robert L. White
Certified Public Accountant
Cincinnati, Ohio
JUNE 30, 1999

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 7,539
<SECURITIES> 0
<RECEIVABLES> 35,046
<ALLOWANCES> 0
<INVENTORY> 54,877
<CURRENT-ASSETS> 102,462
<PP&E> 5,550
<DEPRECIATION> 429
<TOTAL-ASSETS> 192,394
<CURRENT-LIABILITIES> 88,947
<BONDS> 0
0
0
<COMMON> 6,609
<OTHER-SE> 96,838
<TOTAL-LIABILITY-AND-EQUITY> 192,394
<SALES> 205,971
<TOTAL-REVENUES> 221,726
<CGS> 131,328
<TOTAL-COSTS> 272,679
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (50,953)
<INCOME-TAX> 2,895
<INCOME-CONTINUING> (48,058)
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (48,058)
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