EXHIBIT 4.6



DEBENTURES



THE SECURITIES OFFERED HEREBY HAVE NOT BEEN
AND WILL NOT BE REGISTERED WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE PURSUANT
TO AN EXEMPTION FROM REGISTRATION PROVIDED BY
SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER (THE "1933 ACT"), AND
REGULATION D PROMULGATED THEREUNDER. 




THIS INFORMATION IS DISTRIBUTED PURSUANT TO AN
EXEMPTION FOR SMALL OFFERINGS UNDER THE RULES
OF THE COLORADO SECURITIES DIVISION.  THE
SECURITIES DIVISION HAS NEITHER REVIEWED OR
APPROVED ITS FORM OR CONTENT.  THE SECURITIES
DESCRIBED MAY ONLY BE PURCHASED BY
"ACCREDITED INVESTORS" AS DEFINED BY
REGULATION D AND THE RULES OF THE COLORADO
SECURITIES DIVISION.



	D-______	
US $______________







Date of Issuance:





PACEL CORP. 





8% SERIES D SENIOR SUBORDINATED CONVERTIBLE REDEEMABLE DEBENTURES 



DUE ___________2003






            THIS DEBENTURE of Pacel Corp., a corporation duly organized and existing under the laws
of Virginia ("Company"), designated as its 8% Series D Senior Subordinated Convertible Debentures
Due _________, 2003, in an aggregate principal face amount not exceeding Two Hundred Fifty
Thousand Dollars (U.S. $250,000) [$150,000 for Debenture Series D-001], which Debentures are
being purchased at 90% of the face amount of such Debentures.

















            FOR VALUE RECEIVED, the Company promises to pay to the entities set forth on Schedule
A, annexed hereto, the registered holders hereof and its authorized successors and permitted assigns,
as set forth on Schedule A hereto ("Holder"), the aggregate principal face of      Two Hundred Fifty
Thousand Dollars (U.S. $250,000)[$150,000 for Debenture Series D-001] on _________, 2003
("Maturity Date"), and to pay interest on the principal sum outstanding, at the rate of 8% per annum
commencing _____________, 2001 and due in full at the Maturity Date pursuant to paragraph 4(b)
herein. Accrual of outstanding principal sum has been made or duly provided for.  The interest so
payable will be paid to the person in whose name this Debenture is registered on the records of the
Company regarding registration and transfers of the Debentures ("Debenture Register"); provided,
however, that the Company's obligation to a transferee of this Debenture arises only if such transfer,
sale or other disposition is made in accordance with the terms and conditions of the Securities
Subscription Agreement dated as of _____________, 2001 between the Company and the Holder
("Subscription Agreement").  The principal of, and interest on, this Debenture are payable at the
address last appearing on the Debenture Register of the Company as designated in writing by the
Holder hereof from time to time.  The Company will pay the outstanding principal due upon this
Debenture before or on the Maturity Date, less any amounts required by law to be deducted or
withheld, to the Holder of this Debenture by check if paid more than 10 days prior to the Maturity
Date or by wire transfer and addressed to such Holder at the last address appearing on the Debenture
Register.  The forwarding of such check or wire transfer shall constitute a payment of outstanding
principal hereunder and shall satisfy and discharge the liability for principal on this Debenture to the
extent of the sum represented by such check or wire transfer.  Interest shall be payable in Common
Stock (as defined below) pursuant to paragraph 4(b) herein.




            This Debenture is subject to the following additional provisions:




            1.      The Debentures are issuable in denominations of Five Thousand Dollars (US$5,000)
and integral multiples thereof.  The Debentures are exchangeable for an equal aggregate principal
amount of Debentures of different authorized denominations, as requested by the Holders
surrendering the same, but not less than U.S. $5,000.  No service charge will be made for such
registration or transfer or exchange, except that Holder shall pay any tax or other governmental
charges payable in connection therewith.




            2.      The Company shall be entitled to withhold from all payments any amounts required to
be withheld under the applicable laws.




            3.      This Debenture may be transferred or exchanged only in compliance with the
Securities Act of 1933, as amended ("Act") and applicable state securities laws.  Prior to due
presentment for transfer of this Debenture, the Company and any agent of the Company may treat the
person in whose name this Debenture is duly registered on the Company's Debenture Register as the
owner hereof for all other purposes, whether or not this Debenture be overdue, and neither the
Company nor any such agent shall be affected or bound by notice to the contrary.  Any Holder of this
Debenture, electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to
the requirements set forth in Section 4(a), and any prospective transferee of this Debenture, are also
required to give the Company written confirmation that the Debenture is being converted ("Notice of






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Conversion") in the form annexed hereto as Exhibit I. The date of receipt (including receipt by
telecopy) of such Notice of Conversion shall be the Conversion Date.




            4.      (a)      The Holder of this Debenture is entitled, at its option, at any time immediately
following execution of this Agreement and delivery of the Debenture hereof, to convert all or any
amount over $5,000 of the principal face amount of this Debenture then outstanding into freely
tradeable shares of common stock, no par value per share, of the Company without restrictive legend
of any nature ("Common Stock"), at a conversion price ("Conversion Price") for each share of
Common Stock equal to [50% for Series D-001 and Series D-002][70% for Series D-003 through D-006] of the lowest closing bid price of the Common Stock as reported on the National Association of
Securities Dealers Electronic Bulletin Board ("OTCBB") for any trading day on which a Notice of
Conversion is received by the Company, provided such Notice of Conversion is delivered by fax to
the Company between the hours of 4 P.M. Eastern Standard or Daylight Savings Time and 7 P.M.
Eastern Standard or Daylight Savings Time, or for any of the 3 consecutive trading days immediately
preceding the date of receipt by the Company of each Notice of Conversion ("Conversion Shares").
If the number of resultant Conversion Shares would as a matter of law or pursuant to regulatory
authority require the Company to seek shareholder approval of such issuance, the Company shall, as
soon as practicable, take the necessary steps to seek such approval.  Such conversion shall be
effectuated, by the Company delivering the Conversion Shares to the Holder within 5 business days
of receipt by the Company of the Notice of Conversion.  Once the Holder has received such
Conversion Shares, the Holder shall surrender the Debentures to be converted to the Company,
executed by the Holder of this Debenture evidencing such Holder's intention to convert this
Debenture or a specified portion hereof, and accompanied by proper assignment hereof in blank.
Accrued but unpaid interest shall be subject to conversion.  No fractional shares or scrip representing
fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to
the nearest whole share.




                        (b)      Interest at the rate of 8% per annum shall be paid by issuing Common
Stock of
the Company as follows: Based on the lowest closing bid price of the Common Stock as reported on
the OTCBB or any exchange on which the Company's shares are traded for any trading day on which
a Notice of Conversion is received by the Company, provided such Notice of Conversion is delivered
by fax to the Company between the hours of 4 P.M. Eastern Standard or Daylight Savings Time and 7
P.M. Eastern Standard or Daylight Savings Time, or for any of the 3 consecutive trading days
immediately preceding the date of the monthly interest payment due ("Market Price"), the Company
shall issue to the Holder shares of Common Stock in an amount equal to the total monthly interest
accrued and due divided by [50% for Series D-001 and Series D-002][70% for Series D-003 through
D-006] of the Market Price ("Interest Shares").  The dollar amount of interest payable pursuant to this
paragraph 4(b) shall be calculated based upon the total amount of payments actually made by the
Holder in connection with the purchase of the Debentures at the time any interest payment is due.  If
such payment is made by check, interest shall accrue beginning 10 days from the date the check is
received by the Company.  If such payment is made by wire transfer directly into the Company's
account, interest shall accrue beginning on the date the wire transfer is received by the Company.
Common Stock issued pursuant hereto shall be issued pursuant to Regulation D in accordance with
the terms of the Subscription Agreement. 






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                        (c)      At any time after 90 days, the Company shall have the option to pay to
the
Holder [150% for Series D-001 and D-002][130% for Series D-003 through D-006]of the principal
amount of the Debenture, in full, to the extent conversion has not occurred pursuant to paragraph 4(a)
herein, or to pay upon maturity without premium if the Debenture is not converted. The Company
shall give the Holder 5 days written notice and the Holder during such 5 days shall have the option to
convert the Debenture or any part thereof into shares of Common Stock at the Conversion Price set
forth in paragraph 4(a) of this Debenture.




                        (d)      Upon (i) a transfer of all or substantially all of the assets of the
Company to
any person in a single transaction or series of related transactions, or (ii) a consolidation, merger or
amalgamation of the Company with or into another person or entity in which the Company is not the
surviving entity (other than a merger which is effected solely to change the jurisdiction of
incorporation of the Company and results in a reclassification, conversion or exchange of outstanding
shares of Common Stock solely into shares of Common Stock) (each of items (i) and (ii) being
referred to as a "Sale Event"), then, in each case, the Company shall, upon request of any Holder,
redeem the Debentures registered in the name of such Holder in cash for 130% of the principal
amount, plus accrued but unpaid interest through the date of redemption, or at the election of the
Holder, such Holder may convert the unpaid principal amount of this Debenture (together with the
amount of accrued but unpaid interest) into shares of Common Stock of the surviving entity at the
Conversion Price.




                        (e)      In case of any reclassification, capital reorganization or other change
or
exchange of outstanding shares of the Common Stock, or in case of any consolidation or merger of
the Company with or into another corporation (other than a consolidation or merger in which the
Seller is the continuing corporation and which does not result in any reclassification, capital
reorganization or other change of outstanding shares of Common Stock), the Company shall cause
effective provision to be made so that the Holder of this Debenture shall have the right thereafter, by
converting this Debenture, to purchase or convert this Debenture into the kind and number of shares
of stock or other securities or property (including cash) receivable upon such reclassification, capital
reorganization or other change, consolidation or merger by a holder of the number of shares of
Common Stock that could have been purchased upon exercise of the Debentures and at the same
Conversion Price, as defined in the Debenture, immediately prior to such reclassification, capital
reorganization or other change, consolidation or merger. The foregoing provisions shall similarly
apply to successive reclassifications, capital reorganizations and other changes of outstanding shares
of Common Stock and to successive consolidations or mergers. If the consideration received by the
holders of Common Stock is other than cash, the value shall be as determined by the Board of
Directors of the Company or successor person or entity acting in good faith.




            5.      No provision of this Debenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, and interest on, this Debenture at the
time, place, and rate, and in the form, herein prescribed.




            6.      The Company hereby expressly waives demand and presentment for payment, notice
of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to






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accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be
directly and primarily liable for the payment of all sums owing and to be owing hereto.




            7.      The Company agrees to pay all costs and expenses, including reasonable attorneys'
fees, which may be incurred by the Holder in collecting any amount due under this Debenture.




            8.      If one or more of the following described "Events of Default" shall occur and continue
for 30 days, unless a different time frame is noted below:




                        (a)      The Company shall default in the payment of principal or interest on this

Debenture; or




                        (b)      Any of the representations or warranties made by the Company herein, in
the
Subscription Agreement, or in any certificate or financial or other written statements heretofore or
hereafter furnished by or on behalf of the Company in connection with the execution and delivery of
this Debenture or the Subscription Agreement shall be false or misleading in any material respect at
the time made or the Company shall violate any covenants in the Subscription Agreement including
but not limited to Section 5(b) or 10; or




                        (c)      The Company shall fail to perform or observe, in any material respect,
any
other covenant, term, provision, condition, agreement or obligation of the Company under this
Debenture, and the Subscription Agreement  and such failure shall continue uncured for a period of
thirty (30) days after notice from the Holder of such failure; or




                        (d)      The Company shall (1) become insolvent; (2) admit in writing its
inability to
pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or
commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee,
liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for
bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition
for bankruptcy relief, all under federal or state laws as applicable; or




                        (e)      A trustee, liquidator or receiver shall be appointed for the Company or
for a
substantial part of its property or business without its consent and shall not be discharged within
thirty (30) days after such appointment; or




                        (f)      Any governmental agency or any court of competent jurisdiction at the
instance of any governmental agency shall assume custody or control of the whole or any substantial
portion of the properties or assets of the Company; or




                        (g)      Any money judgment, writ or warrant of attachment, or similar process, in

excess of One Hundred Thousand ($100,000) Dollars in the aggregate shall be entered or filed against
the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or
unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of
any proposed sale thereunder; or






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                        (h)      Bankruptcy, reorganization, insolvency or liquidation proceedings, or
other
proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted
voluntarily by or involuntarily against the Company;  or




                        (i)      The Company shall have its Common Stock delisted from the
over-the-counter
market or other market or exchange on which the Common Stock is or becomes listed or, if the
Common Stock trades, then trading in the Common Stock shall be suspended for more than 10
consecutive days; or




                        (j)      The Company shall not deliver to the Buyer the Common Stock pursuant to
paragraph 4 herein within 5 business days; or




                        (k)      [the following will be added only to Debentures D-002 through D-006] The
Registration Statement, as defined in the Subscription Agreement, ceases to be effective for a period
of more than 10 days.




Then, or at any time thereafter, unless cured, and in each and every such case, unless such Event of
Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a
waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the
Holder may consider this Debenture immediately due and payable, without presentment, demand,
protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby
expressly waived, anything herein or in any note or other instruments contained to the contrary
notwithstanding, and the Holder may immediately, and without expiration of any period of grace,
enforce any and all of the Holder's rights and remedies provided herein or any other rights or
remedies afforded by law. 




            9.      This Debenture represents a prioritized obligation of the Company.  However, no
recourse shall be had for the payment of the principal of, or the interest on, this Debenture, or for any
claim based hereon, or otherwise in respect hereof, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty
or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the
issue hereof, expressly waived and released.




            10.      In case any provision of this Debenture is held by a court of competent jurisdiction to
be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather
than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and
enforceability of the remaining provisions of this Debenture will not in any way be affected or
impaired thereby.




            11.      This Debenture and the agreements referred to in this Debenture constitute the full and
entire understanding and agreement between the Company and the Holder with respect to the subject
hereof.  Neither this Debenture nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the Company and the Holder.






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            12.      This Debenture shall be governed by and construed in accordance with the laws of
Colorado applicable to contracts made and wholly to be performed within the State of Colorado and
shall be binding upon the successors and assigns of each party hereto.  The Holder and the Company
hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of
the State of Colorado.  At Holder's election, any dispute between the parties may be arbitrated rather
than litigated in the courts, before  the American Arbitration Association in Washington, D.C. and
pursuant to its rules.  Upon demand made by the Holder to the Company, the Company agrees to
submit to and participate in such arbitration.  This Agreement may be executed in counterparts, and
the facsimile transmission of an executed counterpart to this Agreement shall be effective as an
original.










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            IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by
an officer thereunto duly authorized.








	Dated:		
			
		PACEL CORP.
		   	
		   	
		   	
		By:	 

David E. Calkins

Title: President 








































































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