PACKAGING PLUS SERVICES INC
8-K, 1997-01-22
PATENT OWNERS & LESSORS
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported)     January 7, 1997
                                                        ---------------------

                          PACKAGING PLUS SERVICES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


 Nevada                        0-18094               11-2781803
- --------------------------------------------------------------------------------
(State or other               (Commission           (IRS Employer
jurisdiction of                File Number)       Identification No.)
formation)



20 South Terminal Drive, Plainview, New York  11803
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)



Registrant's telephone number, including area code        (516) 349-1300
                                                    ----------------------------


- --------------------------------------------------------------------------------
          (Former name or former address, if changes since last report)


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


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


<PAGE>



Item 2.           Acquisition and Disposition of Assets.

                           On January 7, 1997 (the "Closing Date"), the
                  Registrant consummated a purchase of all of the outstanding
                  capital stock of each of the Downtown Theater Ticket Agency
                  Inc., a New York corporation, Advance Entertainment Chicago,
                  Inc., an Illinois corporation, and Broadway Tours, Inc., a New
                  York corporation (collectively, "Entertainment"), pursuant to
                  that certain Stock Purchase Agreement (the "Stock Purchase
                  Agreement") dated as of December 31, 1996, by and between the
                  Registrant and U.S. Transportation Systems, Inc., a Nevada
                  corporation ("USTS"), a copy of which is attached hereto as
                  Exhibit A. USTS was the sole shareholder of Entertainment. As
                  full and total consideration for all of the outstanding
                  capital stock of Entertainment, the Registrant transferred to
                  USTS 850,000 shares of its common stock. Such shares of the
                  Registrant's common stock are not registered under the
                  Securities Act of 1933, as amended, although they are subject
                  to certain piggy-back registration rights. The Registrant has
                  the right to repurchase the shares of its common stock from
                  USTS as follows:

                           (1) The Registrant has the right to repurchase for
                  cash all or any part of such 850,000 shares, at $1.15 per
                  share, during the first six months from the Closing Date. If
                  the Registrant does not repurchase all of such shares during
                  such period, the Registrant shall deliver to USTS an
                  additional 50,000 shares of its common stock and the
                  repurchase period shall be extended for the seventh through
                  twelfth month from the Closing Date.

                           (2) The Registrant has the right to repurchase all or
                  any part of the 900,000 shares or the remaining shares not
                  repurchased, at $1.20 per share, during the seventh through
                  twelfth month from the Closing Date. If the Registrant does
                  not repurchase all of such shares during such period, the
                  Registrant shall deliver to USTS an additional 50,000 shares
                  of its common stock and the repurchase period shall be
                  extended for the thirteenth through eighteenth month from the
                  Closing Date.

                           (3) The Registrant has the right to repurchase all or
                  any part of the 950,000 shares or the remaining shares not
                  repurchased, at $1.25 per share, during the thirteenth through
                  eighteenth month from the Closing Date. If the Registrant does
                  not repurchase all of the shares during such period, the
                  Registrant shall deliver to USTS an additional 50,000 shares
                  of its common stock and the repurchase period shall be
                  extended for the

                                        1

<PAGE>



                  nineteenth through twenty-fourth month from the Closing
                  Date.

                           (4) The Registrant has the right to repurchase all or
                  any part of the 1,000,000 shares or the remaining shares not
                  repurchased, at $1.30 per share, during the nineteenth through
                  twenty-fourth month from the Closing Date.

                           (5) The right to repurchase any shares shall
                  terminate at the end of the twenty-fourth month from the
                  Closing Date. In addition, the purchase price will be adjusted
                  after twelve months from the Closing Date if the gross
                  revenues generated by Entertainment fall below $2,070,000,
                  which is ten percent (10%) less than the projected gross
                  revenues estimated for 1997 of $2,300,000. Accordingly, for
                  each $100,000 less than $2,070,000 in Entertainment's
                  revenues, USTS will return 42,500 shares of common stock to
                  the Registrant.


                           In addition, USTS has loaned the Registrant $100,000
                  at the rate of ten percent (10%) interest per annum to be
                  repaid in eighteen (18) monthly installments from the Closing
                  Date. Such loan is secured by 300,000 unregistered shares of
                  the Registrant's common stock.

                           Entertainment is engaged in the business of providing
                  theater, sports and special events tickets and concierge
                  services in the New York and Chicago areas, and providing
                  customers with package tours, including tickets,
                  transportation, dining, lodging and other amenities. These
                  services are marketed through toll-free telephone numbers.

                           The Registrant intends to incorporate the services
                  offered by Entertainment into the Association of Packagers and
                  Carriers, the Registrant's wholly-owned subsidiary, a trade
                  organization for the private postal industry which is engaged
                  in the business of providing services to its members,
                  including discounted carrier rates, equipment leasing programs
                  and advertising assistance.

                           The disclosure contained herein is qualified in its
                  entirety by reference to the Stock Purchase Agreement.



                                        2

<PAGE>



Item 7.           Financial Statements and Exhibits.

                  (a)      Financial Statements.

                           As of the date of filing of this Current Report on
                  Form 8-K, it is impracticable for the Registrant to provide
                  the financial statements required by this Item 7(a). In
                  accordance with Item 7(a)(4) of Form 8-K, such financial
                  statements shall be filed by amendment to this Form 8-K no
                  later than 60 days after the date hereof.

                  (b)      Pro Forma Financial Information.

                           As of the date of this Current Report on Form 8-K, it
                  is impracticable for the Registrant to provide the pro forma
                  financial information required by this Item 7(b). In
                  accordance with Item 7(b) of Form 8-K, such financial
                  information shall be filed by amendment to this Form 8-K no
                  later than 60 days after the date hereof.

                  (c)      Exhibits                                    Exhibit
                                                                       -------

                  Stock Purchase Agreement                             Exhibit A

                  Press Release dated January 8, 1997                  Exhibit B












                                        3

<PAGE>


                                   SIGNATURES



                  Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly authorized and caused the undersigned to sign this
Report on the Registrant's behalf.


                                                  PACKAGING PLUS SERVICES, INC.



                                             By:  /s/ Richard Altomare
                                                  ------------------------------
                                                  Richard Altomare, Chief
                                                    Executive Officer


Dated:   January 21, 1997































                                        4






<PAGE>



                            STOCK PURCHASE AGREEMENT




                      For the Sale of the Capital Stock of
                      Downtown Theatre Ticket Agency, Inc.,
                                 a subsidiary of
                       U. S. Transportation Systems, Inc.,
                            and related Entertainment
                           Subsidiaries and Divisions







                          Dated as of December 31, 1996








<PAGE>



                                A G R E E M E N T

         STOCK PURCHASE AGREEMENT, dated as of December 31, 1996, by and between
U. S. TRANSPORTATION SYSTEMS, INC., a Nevada corporation ("USTS") and PACKAGING
PLUS SERVICES, INC. a Nevada corporation ("PKGP").

                              W I T N E S S E T H:
         WHEREAS, PKGP desires to purchase all of the issued and outstanding
shares of capital stock of Downtown Theatre Ticket Agency, Inc. (D/B/A "Advance
Entertainment"), and its related entertainment subsidiaries and divisions
("Entertainment"), as set forth in Schedule A hereto; and
         WHEREAS, USTS is the sole shareholder of Entertainment and is willing
to sell all of the issued and outstanding shares of capital stock of
Entertainment to PKGP;
         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements hereinafter set forth, the parties hereto agree as follows:

    1.  SALE AND PURCHASE OF CAPITAL STOCK OF ENTERTAINMENT.

               1.1  Sale of Stock and Delivery. USTS hereby agrees to sell,
                    transfer and deliver to PKGP, free of all debt, liens and
                    encumbrances, and PKGP agrees to purchase from USTS, on the
                    date fixed in accordance with Section 3 for the closing
                    hereunder (the "Closing Date"), all of the outstanding
                    shares of the capital stock of Entertainment. Certificates
                    for the Entertainment capital stock, endorsed in blank,
                    shall be delivered by USTS to PKGP at the Closing.

               1.2  Purchase Price. The purchase price to be paid by PKGP to
                    USTS for Entertainment shall be by delivery at the Closing
                    of a stock certificate of PKGP for 850,000 of its common
                    shares, "restricted", for a two year period (the "Shares").

                                       1
<PAGE>

               1.3  Repurchase of Shares of PKGP. PKGP will have a right to
                    repurchase the Shares as follows:

                    a)   PKGP has a right to repurchase all or any part of the
                         850,000 Shares for $1.15 per share, during the first 6
                         months from the Closing. If PKGP does not repurchase
                         all of such shares during the 6-month period, PKGP
                         shall deliver an additional 50,000 shares to USTS, and
                         the repurchase period shall be extended for the 7th
                         through 12th month;

                    b)   PKGP has a right to repurchase all or any part of the
                         900,000 Shares or the remaining Shares not repurchased,
                         at $1.20 per share, during the 7th through 12th month.
                         If PKGP does not repurchase all of such shares during
                         such period, PKGP shall deliver an additional 50,000
                         shares to USTS, and the repurchase period shall be
                         extended for the 13th through 18th month;

                    c)   PKGP has a right to repurchase all or any part of the
                         950,000 Shares or the remaining Shares not repurchased,
                         at $1.25 per share, during the 13th through 18th month.
                         If PKGP does not repurchase all of the shares during
                         such period, PKGP shall deliver an additional 50,000
                         shares to USTS, and the repurchase period shall be
                         extended for the 19th through the 24th month; and

                    d)   PKGP has a right to repurchase all or any part of the
                         1,000,000 Shares at $1.30 per share during the 19th
                         through 24th month.

                    e)   The right to repurchase Shares shall terminate at the
                         end of the 24th month.

               1.4  Registration of Shares of PKGP. PKGP will agree to include
                    or "piggyback" any Shares of PKGP owned by USTS on its next
                    registration statement.

                                       2
<PAGE>



               1.5  Loan to PKGP. At the Closing, USTS will loan PKGP $100,000,
                    to be repaid with interest at 10% per annum, in eighteen
                    (18) monthly installments from the date of Closing, the
                    first six (6) monthly installments of which shall be
                    interest only, and the last twelve (12) monthly installments
                    shall consist of equal payments of principal and interest.
                    The loan will be secured by 300,000 "restricted" common
                    shares of PKGP, placed in an appropriate escrow account with
                    Wagner & DiMaio, LC. Failure to make any payment when due
                    after a 10 business day grace period shall require the
                    release of the Shares to USTS, but shall in no way effect
                    PKGP's obligation to repay the loan.

               1.6  Adjustment of Purchase Price. PKGP and USTS will agree that
                    the purchase price for Entertainment will be adjusted after
                    the first year from the Closing if gross revenue generated
                    by Entertainment falls below 10% from gross revenues
                    estimated for the 1997 of $2,300,000. Accordingly, for every
                    $100,000 less than $2,070,000 in revenues, USTS will return
                    42,500 shares to PKGP.

2.      OTHER DELIVERIES AND ASSURANCES.

               2.1  Other Deliveries. At the Closing, in addition to the
                    delivery of the stock certificates for Entertainment, in
                    accordance with Section 1.1 hereof, USTS shall deliver to
                    PKGP the following:

                    2.1.1 Corporate Books. The minute books, certificates of
                          incorporation, by-laws, stock transfer books and
                          corporate seals of Entertainment and any of its
                          subsidiaries.

                    2.1.2 Resignations. The resignations of all of the present
                          officers and directors of Entertainment and any of its
                          subsidiaries, to be effective upon completion of the
                          Closing.

               2.2  Assurances. Each party hereto shall take such other action
                    from time to time as the other party may reasonably request
                    in order to more effectively carry out the sale and the
                    deliveries provided for in this Agreement.




                                       3
<PAGE>

3. CLOSING.

         Subject to the terms and conditions of this Agreement, the closing of
the transactions provided for herein (the "Closing") shall take place at the
offices of USTS, 33 West Main Street, Elmsford, New York on January 8, 1997, at
10:30 a.m.; or at such prior date and time as may be mutually agreed upon by
USTS and PKGP.

4. USTS'S REPRESENTATIONS AND WARRANTIES.

        USTS hereby represents and warrants to PKGP as follows:

               4.1  Organization and Good Standing. USTS, and Entertainment and
                    its subsidiaries, are corporations duly organized, validly
                    existing and in good standing under the laws of the states
                    of their incorporation. USTS and Entertainment have
                    authority to own, operate and lease their properties and to
                    carry on their businesses as now being conducted. Copies of
                    the charter and By-Laws, and all amendments thereto, of
                    Entertainment and its subsidiaries have been delivered to
                    PKGP and are complete and correct as of the date hereof.
                    Entertainment is duly qualified to do business as a foreign
                    corporation and is in good standing in each jurisdiction
                    where the character of its properties owned or leased or the
                    nature of its activities makes such qualification necessary,
                    except where the failure so to qualify or to be in good
                    standing would not have a materially adverse effect on the
                    business, operations, assets or financial condition of
                    Entertainment.

               4.2  Capitalization. Entertainment has the authorized, issued and
                    outstanding capital stock set forth in Schedule A. All of
                    such issued and outstanding shares are validly issued, fully
                    paid and nonassessable. Entertainment does not have
                    authorized, issued or outstanding any other shares of
                    capital stock or any subscription or other rights to the
                    issuance or receipt of shares of its stock.


                                       4

<PAGE>

               4.3  Authorization. USTS has all requisite corporate power and
                    authority to enter into this Agreement and to carry out its
                    obligations hereunder. The execution and delivery of this
                    Agreement by USTS and the consummation by USTS of the
                    transactions contemplated hereby have been duly authorized
                    by USTS's Board of Directors and no other corporate action
                    or proceeding on the part of USTS is necessary for the
                    execution or delivery of this Agreement by USTS or for the
                    consummation by USTS of the transactions contemplated
                    hereby. This Agreement has been duly executed and delivered
                    by USTS and (assuming this Agreement has been duly executed
                    and delivered by PKGP) is a legally valid and binding
                    obligation of USTS, enforceable against USTS in accordance
                    with its terms.

               4.4  Non Conflict; No Consents or Approvals Required. Neither the
                    execution and delivery of this Agreement nor the
                    consummation of the transactions contemplated hereby by USTS
                    will, with or without notice or passage of time, or both,
                    (i) violate any provision of the Certificate or
                    Incorporation or By-Laws or USTS or the charter documents or
                    by-laws of Entertainment, (ii) violate any law, rule,
                    regulation, ordinance, order, writ, injunction, judgment or
                    decree applicable to USTS or Entertainment or by which
                    Entertainment's properties or assets are bound or affected,
                    or (iii) conflict with or result in any breach of or
                    constitute a default under the terms, conditions or
                    provisions of any note, bond, mortgage, indenture, permit,
                    license, franchise agreement, lease or other contract,
                    instrument or obligation to which USTS or Entertainment is a
                    party or by which USTS or Entertainment or any of their
                    respective properties or assets is bound or affected,
                    except, in the case of clauses (ii) and (iii) above, for any
                    such violation , conflict, breach or default which
                    individually or in the aggregate will not have a material
                    adverse effect on the business, operations, assets or
                    financial condition of Entertainment.

                                       5
<PAGE>

               4.5  Litigation. To the best knowledge of USTS, there is no
                    action, proceeding or investigation pending or threatened
                    against or involving Entertainment, which, if determined
                    adversely, would materially and adversely affect the
                    financial condition, business or operations of
                    Entertainment, nor is there any judgment, decree,
                    injunction, rule or order of any court, governmental
                    department, commission, agency, instrumentality or
                    arbitrator outstanding against Entertainment having, or
                    which, insofar as can be foreseen, in the future would be
                    likely to have, any such effect.

               4.6  Contracts. To the best knowledge of USTS, Entertainment is
                    not in material default under any contract made or
                    obligation owed by Entertainment, which contract or
                    obligation, individually or in the aggregate, is material to
                    Entertainment. 


               4.7  Trademarks and Trade Names. Set forth in Schedule B hereto
                    is a list of the trademarks and trade names owned by
                    Entertainment. Entertainment owns, or is licensed or
                    otherwise has the full right to use, all trademarks, trade
                    names, copyrights, technology, know-how and processes
                    currently used and conducted which are material to the
                    financial condition, results of operations or business of
                    Entertainment. To the best knowledge of USTS, no claim has
                    been asserted by any person with respect to the use of any
                    such trademark, trade name, copyright, technology, know-how
                    or process or challenging or questioning the validity or
                    effectiveness of any such license.
            
               4.8  Tax Matters. Entertainment has filed, or on behalf of
                    Entertainment there has been filed, all United States
                    federal income tax returns, declarations and information
                    returns, state and local income and franchise tax returns,
                    declarations and information returns which are required to
                    be filed including, but not limited to, Federal, New York
                    State and Illinois Unemployment Taxes and New York City
                    Occupancy Tax. All taxes as shown on said returns and all
                    assessments received have been paid to the extent that such
                    taxes have become due. All income and franchise tax returns
                    filed on behalf of Entertainment by USTS, with respect to
                    periods ending on or prior to the Closing Date, shall be
                    filed based on normal and consistent tax accounting
                    practices and in accordance with applicable law.



                                       6
<PAGE>


               4.9  Lists of Certain Items. The following lists, setting forth
                    summary descriptions, as of the date hereof, shall be true
                    as of the Closing Date.

                    (i)     Insurance Policies. Schedule C. USTS shall deliver
                            simultaneously with the execution of this Agreement
                            a summary description of all present policies of
                            insurance with respect to Entertainment and covering
                            its properties, buildings, equipment, furniture,
                            fixtures or operations, all of which are presently
                            in force;

                    (ii)    Real Property. Schedule D. All real property owned
                            of record or beneficially or leased by
                            Entertainment;

                    (iii)   Automobiles and Trucks. Schedule E. All automobiles
                            and trucks owned or leased by Entertainment;

                    (iv)    Leases. Schedule F. Each presently existing lease of
                            personal property to which Entertainment is a party;

                    (v)     Sales Contracts and Customer Purchase Orders.
                            Schedule G. Schedule G lists each sales contract and
                            customer purchase order for the delivery of products
                            or performance of services by Entertainment, which
                            would result in the right to receive revenues of at
                            least $1,000 and a list of specific contracts or
                            commitments each involving purchases of inventories
                            or supplies in excess of $1,000;


                                       7
<PAGE>

                    (vi)    Banks. Schedule H. The name of each bank in which
                            Entertainment has an account or safe deposit box,
                            and the names of all persons authorized to draw
                            thereon or have access thereto;

                    (vii)   Loan and Credit Agreement, etc. Schedule I. All
                            mortgages, pledges, deeds of trust, loan or credit
                            agreements, notes and similar instruments to which
                            Entertainment is a party, and all amendments or
                            modifications of any thereof.

                    (viii)  Apportionment of Expenses. All rents, bond payments,
                            payroll and other expenses relating to Entertainment
                            will be prorated between USTS and PKGP as of the
                            date of the Closing.

               4.10 Brokers. USTS represents that it has not incurred any
                    obligation to pay a finder's fee or similar acquisition
                    services compensation in connection with the proposed
                    acquisition, or if it has or does, it will pay such
                    obligation.

               4.11 Financial Matters. USTS represents that Entertainment will
                    be debt free at the Closing; USTS will retain accounts
                    payable and accounts receivable of Entertainment in effect
                    as of the Closing, but will deliver to PKGP all of the
                    inventory associated with Entertainment.

               4.12 Transfer of Shares. USTS will transfer title to the capital
                    stock of Entertainment to PKGP on the Closing Date, free and
                    clear of all debt, liens, pledges, encumbrances, voting
                    trusts and voting agreements. There is no existing option,
                    warrant or other agreement (other than this Agreement) to
                    which USTS or Entertainment is a party requiring, and there
                    are no convertible or exchangeable securities of USTS or
                    Entertainment, which upon conversion or exchange would
                    require, the issuance or sale of any shares of the capital
                    stock of Entertainment.



                                       8

<PAGE>

5. PKGP's REPRESENTATIONS AND WARRANTIES.

        PKGP hereby represents and warrants to USTS as follows:

               5.1  Membership on PKGP's Board of Directors. USTS will receive
                    one board seat on PKGP's Board of Directors as long as USTS
                    holds at least 200,000 of the Shares. As long as USTS has
                    one board seat, the Board shall not exceed five members.

               5.2  Consent of Designated Director. As long as USTS holds at
                    least 200,000 of the Shares, PKGP will not take any action
                    without the consent of USTS' designated director, which
                    would affect USTS' Shares and not similarly and
                    proportionally affect the shares held by PKGP's President,
                    Richard A. Altomare, or his assigns or any related party.

               5.3  Organization and Good Standing. PKGP is a corporation duly
                    organized, validly existing and in good standing under the
                    laws of the State of Nevada, with full corporate power and
                    authority to carry on its business as it is now being
                    conducted and as proposed to be conducted. Copies of PKGP'S
                    Certificate of Incorporation, By-Laws, and all amendments
                    thereto, in effect prior to the date hereof, have been
                    delivered to USTS and are complete and correct as of the
                    date hereof.




                                       9
<PAGE>

               5.4  Authorization. PKGP has all requisite corporate power and
                    authority to enter into this Agreement and to carry out its
                    obligations hereunder. The execution and delivery of this
                    Agreement by PKGP and the consummation by PKGP of the
                    transactions contemplated hereby have been duly authorized
                    by PKGP's Board of Directors and no other corporate action
                    or proceeding on the part of PKGP is necessary for the
                    execution or delivery of this Agreement by PKGP or for the
                    consummation by PKGP of the transactions contemplated
                    hereby. This Agreement has been duly executed and delivered
                    by PKGP and (assuming this Agreement has been duly executed
                    and delivered by USTS) is a legally valid and binding
                    obligation of PKGP enforceable against PKGP in accordance
                    with its terms.

               5.5  Brokers. PKGP represents that it has not incurred any
                    obligation to pay a finder's fee or similar acquisition
                    services compensation in connection with the proposed
                    acquisition, or if it has or does, it will pay such
                    obligation.

6. TAX LIABILITIES.

               6.1  USTS agrees that it shall be responsible for and shall pay
                    (a) the federal income tax liabilities of Entertainment for
                    all taxable periods ending with and prior to the Closing
                    Date and (b) the state and local income and franchise tax
                    liabilities of Entertainment for all taxable periods ending
                    with and prior to the Closing Date.

               6.2  USTS's liability for federal, state and local income and
                    franchise taxes for Entertainment for periods prior to the
                    Closing Date shall survive the Closing for a period
                    coterminous with the applicable statute of limitations.

7. LITIGATION, CLAIMS AND LIABILITIES.

               7.1  Liability Claims. USTS has no knowledge of any material
                    liability claim against Entertainment.

               7.2  USTS's Obligations. USTS hereby agrees to indemnify, hold
                    harmless and defend PKGP and its shareholders, directors,
                    officers and employees from all such obligations and
                    liabilities incurred by Entertainment or arising from
                    Entertainment business prior to the Closing, including the
                    payment of all expenses and attorneys' fees arising
                    therefrom.




                                       10




<PAGE>

8. SURVIVAL OF REPRESENTATIONS AND COVENANTS.

         The representations, warranties and covenants of USTS and PKGP in this
Agreement shall survive the Closing for a period of four years, except that
subsections 1.4, 5.1 and 5.2 shall survive the Closing without limitation.

9. BEST EFFORTS TO OBTAIN SATISFACTION OF CONDITIONS AND TRANSITION.

         USTS agrees to use its best efforts to perform and fulfill all
conditions required to be performed by it under this Agreement, and PKGP agrees
to use its best efforts to perform and fulfill all conditions required to be
performed by it under this Agreement. Based upon the information presently
available to PKGP and its impressions gained in discussions with USTS, it is the
intention of PKGP to retain most of the present management personnel and other
employees of Entertainment and USTS shall use its best efforts to assure
management and employee continuity and a smooth transition of the businesses of
Entertainment to PKGP, with the exception of any persons who may be named in a
separate statement between the parties hereto.

10. PUBLIC ANNOUNCEMENTS.

         Prior to the Closing and for one week thereafter, neither USTS nor PKGP
shall make any public announcement regarding any aspects of this Agreement, or
any of the transactions contemplated hereby, without first advising and
obtaining the consent of the other party.

                                       11
<PAGE>

11. WAIVER.

         The parties may mutually agree to waive any and all of the conditions
or requirements herein contained or defer them until after the Closing.

12. AMENDMENTS.

         PKGP and USTS, by mutual consent of their respective duly authorized
officers, may amend or modify this Agreement, in such manner as may be agreed
upon, by a written instrument, executed by both PKGP and USTS.

13. SECTION AND PARAGRAPH HEADINGS.

         The section and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

14. NOTICES.

         All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered or mailed
first claims postage prepaid:

               (a)  To USTS. If to USTS, to Michael Margolies, Chairman, U.S.
                    Transportation Systems, Inc., 33 West Main Street, Elmsford,
                    New York 10523.

               (b)  To PKGP. If to PKGP, to Richard A. Altomare, President and
                    CEO, Packaging Plus Services, Inc., 20 South Terminal Drive,
                    Plainview, New York 11803.





                                       12
<PAGE>


15. COUNTERPARTS.

         This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

16. ENTIRE AGREMENT.

         This Agreement contains the entire agreement between the parties hereto
with respect to the transactions contemplated herein.

17. GOVERNING LAW.

         This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without regard to the principles of conflicts
of laws thereunder.

         IN WITNESS WHEREOF, the undersigned parties hereto have duly executed
this Agreement as of the date first above written.

December 31, 1996

                          PACKAGING PLUS SERVICES, INC.

                                    By  /s/ Richard A Altomare
                                       ----------------------------------------
                                            Richard A Altomare,
                                            President and CEO




                                    U.S. TRANSPORTATIONS SYSTEM, INC.


                                    By  /s/ Michael Margolies 
                                       ----------------------------------------
                                            Michael Margolies
                                            Chairman



                                       13






<PAGE>
[LOGO]

                                                  NEWS RELEASE

Company Contact:                           Media & Investor Relations:
Barbara Halpern                            Len Turano, President
Packaging Plus Services, Inc.                       TKO International
(516)349-1300 ext.131                      (303)850-7896
http://www.useapac.com                     http://www.growthstockinvestor.com

FOR IMMEDIATE RELEASE

             PACKAGING PLUS ACQUIRES DIVISION OF U.S. TRANSPORTATION
         -Additional value-added service to be offered to APAC members-

Plainview, NY --- January 8, 1997 --- Packaging Plus Services, Inc. (OTC-BB:
PKGP), today announced the acquisition of the Entertainment Division of U.S.
Transportation Systems, Inc. (Nasdaq: USTS). The Entertainment Division is
estimated to contribute revenues of approximately $3.3 million to PKGP within
the first calendar year (PKGP operates on a June fiscal year).

         The acquired Entertainment Division consists of six companies that
provide New York theater, sports and special events ticket and concierge
services. Five of the companies are licensed theater agencies specializing in
the retail sale of theater, sports, and other tickets in New York and Chicago.
Another company, New York Concierge, provides customized package tours including
tickets, transportation, dining, lodging and other amenities. These services are
marketed through toll-free phone numbers (800-THE-SHOW and 888-NYSHOWS). In
addition, PKGP plans to design and implement an Internet web site for the
facilitation of these services.

         "These agencies are nationally promoted sources for high visibility
venues such as the Olympics, U.S. Open, Super Bowl and the World Series. They
have been serving corporate and individual clients throughout the United States
for over 53 years. We are extremely pleased to incorporate this value-added
service into our expanding menu of offerings for our 4,000 APAC member stores,"
commented Richard A. Altomare, PKGP Chairman.

         Packaging Plus Services, Inc. is an integrated business services
company. Its principal business is the management and growth of its wholly owned
subsidiary, APAC (Association of Packagers and Carriers). APAC seeks to unify
and organize the private postal industry which consists of over 15,000
independent operators generating over $5 billion annual sales. APAC is the
largest on-line national trade association for the private postal industry. It
provides a variety of services and resources for its members including
discounted carrier rates, equipment leasing programs, advertising assistance and
more.




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