Exhibit 10.2


EMPLOYMENT AGREEMENT



Amendment 2

       	THIS EMPLOYMENT AGREEMENT, made as of this 1st day of January, 2001,
by and between: 


       	E-Business-Stor.com, Inc. a Virginia corporation having its executive office at
8870  Rixlew Lane, Suite 204, Manassas, Virginia 20109 (hereinafter referred to as "E-B-STOR")



AND

       	F. KAY CALKINS, an adult individual residing at 14048 Lee Highway,
Amissville, Virginia  20106 (hereinafter "CALKINS")


       	WITNESSETH THAT:


       	WHEREAS, CALKINS is a founder of PACEL CORP. and has been employed by
PACEL CORP. and now E-B-STOR since its organization, and the parties desire to
replace the original written agreement with an amended employment agreement so as to
assure potential investors of the continuity of his employment and E-B-STOR'' continuing
access to his experience, background, know-how and contacts which will continue to be
useful and helpful to E-B-STOR in its business;


       	WHEREAS, the parties have agreed upon the terms of such employment, based
upon the preceding agreement, and desire a modified, formal contract to evidence their
agreements;


       	NOW, THEREFORE, in consideration of the mutual promises, covenants and
forbearances contained herein, and intending to be legally bound, the parties have agreed
as follows:


		1.	EMPLOYMENT.  For the term provided in Paragraph 2, E-B-STOR
hereby employs CALKINS, and CALKINS hereby accepts that
employment, upon the terms and conditions hereinafter set forth.


		2.	TERM.





		(a)	This Agreement shall become effective as of January 1, 2001.


		(b)	This Agreement, subject to the provisions of Paragraphs 16 and 17
below, shall continue and exist for an initial period from such
effective date for a period of twenty-four (24) months, i.e., until
December 31, 2003 (term).


		(c)	If, four (4) months prior to the expiration date of the term, neither
party is then in default under this Agreement, E-B-STOR may
request that EMPLOYEE agree to extend the term of this
Agreement for an additional one (1) year period.  Such request shall
be transmitted by E-B-STOR to CALKINS, in writing, on or before
three (3) months prior to the expiration date of the initial term, of
its intention to so extend the Agreement.  CALKINS shall accept or
reject such requested extension within thirty (30) days





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after receipt
of E-B-STOR's request; if CALKINS shall not respond within such
thirty days, the request shall be deemed denied.  If  E-B-STOR shall
not give notice of its desire to renew this Agreement on or before
the three months prior to the expiration date of the initial term, this
Agreement shall terminate as provided.


		(d)	This Agreement shall be subject to a further one (1) year extension
under the procedure provided in subparagraph ©, provided that at
September 30 of the then existing extension year neither party is
then in default under this Agreement.


		(e)	Notwithstanding the foregoing, the term of this Agreement is
otherwise subject to the various termination provisions contained
hereafter.





		3.	COMPENSATION-BASE.





		(a)	For all services rendered under this Agreement, CALKINS shall be
paid, as base compensation, such annual salary as shall be
determined by E-B-STOR's Board of Directors from time to time,
but in no event shall such compensation be at a rate of less than
One Hundred Ten Thousand Dollars ($160,000) per year.  Such
base compensation shall be subject to a Cost-of-Living Adjustment
(COLA) annually based upon the percentage increase in the cost-of-Living Index, All commodities, for the Washington, D.C. area (if
available, otherwise the New York City area).  Such base
compensation is to be payable in equal installments at intervals no
longer than monthly.  Such base compensation shall be in addition
to such incentive compensation, fringe benefits and bonuses as
provided elsewhere herein.


		(b)	At the end of each calendar year, E-B-STOR's Board of Directors
shall review the performance of CALKINS for such year and, based
upon such evaluation, establish any increase in the base
compensation payable to CALKINS for the succeeding calendar
year, as adjusted by subparagraph (a) above.  E-B-STOR shall not
be obligated to provide any increase, in excess of the increase in the
cost-of-living Index, All Commodities, for the Washington, D.C.
area (if available, otherwise the New York City area) during the
prior calendar year.





		4.		COMPENSATION-INCENTIVE.





		(a)	The base compensation for each year of this Agreement, including
any extensions to this Agreement, shall be subject to an additional
increase, based upon performance as determined by the Board of
Directors.  This additional increase, if any should occur, is not a
bonus but a merit adjustment to the base compensation.





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		(b)	COMPENSATION - STOCK INCENTIVE: E-B-Stor as a
subsidiary of PACEL Corp. desires to recognize the importance of
attaining certain milestones for the company's continued operation
and success.  Accordingly, the following stock-option incentives
have been allocated pending achievement of these goals:  (not in
any particular order)





			
	Full listing of PACEL Corp.'s stock on the NASDAQ
Board for trading (not OTC BB) ............ 10% of outstanding shares.




	Achieving profitability for E-B-Stor during the term of this
contract ............ 10% of outstanding
shares of PACEL Corp.




	The salary shall be grossed up to cover tax liability.







			5.		COMPENSATION-FRINGE BENEFITS.  CALKINS shall receive at least
the following additional benefits, which may be extended or increased, but
not reduced, by E-B-STOR:





		(a)	Vacation - CALKINS shall be entitled to paid vacation of five (5)
weeks during the term and any extension of this Agreement.
Unused vacation time may be accumulated from year to year if
unused.  CALKINS shall not be compensated for any unused
vacation time.


		(b)	Medical Insurance - CALKINS shall receive such medical, surgical,
dental and/or hospitalization insurance as E-B-STOR shall provide,
consistent with that provided by E-B-STOR under the preceding
oral Employment Agreement.


		(c)	Other - CALKINS shall receive such other fringe benefits as are
available to any other officers/employees/consultants.  Nothing
contained in this Agreement shall be in lieu of any rights, benefits
and privileges to which CALKINS may be entitled under any
401(k) , retirement, pension, profit-sharing, insurance,
ESOT/ESOP, hospitalization, medical, surgical, dental, legal or
other plans which may now be in effect or which may hereafter be
adopted, either by E-B-STOR or any subsidiary or affiliate of E-B-STOR.  CALKINS shall have the same rights and privileges to
participate in such plans and benefits as any other employee during
his period of employment and CALKINS shall be entitled to
participate on a parity with executives of equal rank.





			6.		COMPENSATION-BONUS.  After the end of each calendar year, E-B-Stor's
Board of Directors shall determine the net profits before taxes of E-B-STOR for
such prior year and shall determine any bonus for such year payable to CALKINS.
E-B-STOR shall not be obligated to provide any bonus.  Any bonus awarded shall
be paid at such time or times, in such amounts or installments, as E-B-STOR's
Board of Directors may determine.






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			7.		COMPENSATION-DEFERRED.





		(a)		E-B-STOR desires to recognize the contributions of CALKINS from the
date of incorporation of PACEL  Corp. to the date of this Agreement,
particularly the performance of services as little or no compensation during
the formative years.  Accordingly, the following deferred benefits have
been granted in consideration of such prior services and are not dependent
upon completion of the terms of this Agreement.


		(b)		Following termination of CALKINS' employment hereunder, whether early
or upon completion of the term hereof, and whether early termination is for
cause, without cause, or for reasons of disability, E-B-STOR shall provide
CALKINS with the following benefits:





				(i)	E-B-STOR, at E-B-STOR's cost and expense, shall continue
CALKINS medical, surgical, dental and hospitalization insurance
coverage, as in effect on the date of termination, for a period of ten
(10) years following the date of termination.  Thereafter,
CALKINS shall have the option to continue such insurance
coverage at his expense.   And


				(ii)	If, during the term of CALKINS' employment E-B-STOR shall
have obtained insurance on CALKINS' life for a specific business
purpose (e.g., collateralization of institutional financing or key man
replacement insurance) and such insurance shall no longer be
needed for that purpose (e.g., upon repayment of the loan
collateralized or upon termination of CALKINS' position as a key
employee), then E-B-STOR, at its cost and expense, shall continue
such insurance in force for the benefit of one or more beneficiaries
designated from time to time by CALKINS, for a period of up to
ten (10) years following the date of termination.  It is the intent of
the parties that this provision shall apply to any insurance obtained
during CALKINS employment.  In such event the period of
continued coverage would d be from the date the insurance need is
obviated to a date ten (10) years from the date of termination of
CALKINS' employment.  Thereafter, CALKINS shall have the
option to continue such insurance coverage at his expense.





		8.	DUTIES.





		(a)	CALKINS is engaged as the President and Chief Executive Officer
of E-B-STOR.  CALKINS shall perform all usual and customary
services as such an executive, including but not limited to those set
forth on Exhibit A, attached hereto and made a part hereof.
CALKINS' performance shall be subject to the supervision of E-B-STOR's Board of Directors, provided, however, that any definition,
interpretation, curtailment, or extension is consistent with the status
of, and/or educational experience required for, the responsibilities
for which CALKINS has been initially engaged hereunder.  It is the
intent of this provision to provide E-B-STOR with flexibility in
assigning responsibilities to CALKINS and/or promoting
CALKINS and this provision shall not be used to discipline,
embarrass, humiliate or harass CALKINS.





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		(b)		In addition, CALKINS agrees to serve as a director of E-B-STOR
so long as so elected by E-B-STOR's shareholders.





		9.		EXTENT AND PLACE OF SERVICES.  CALKINS agrees that this
employment constitutes his primary employment and understands that his
primary loyalty and responsibility is to E-B-STOR.  Accordingly,
CALKINS shall devote such adequate, reasonable, and proper time,
attention, and energies to the business of E-B-STOR as shall be necessary
or consistent with such understanding and CALKINS shall not, during the
term of this Agreement be engaged in any other business activity (whether
or not such business activity is pursued for gain, profit, or other pecuniary
advantage), which conflicts with CALKINS' employment responsibilities
hereunder, without prior, written authorization of E-B-STOR's Board of
Directors.  However, nothing contained herein shall be construed as
preventing CALKINS from investing his assets in such form or manner as
CALKINS may select, whether or not such investment will require any
services on CALKINS' part in the operation of the affairs of the companies
in which such investments are made.





			10.		WORKING FACILITIES.  CALKINS shall be furnished, at E-B-STOR's
expense, with all necessary working facilities, including but not limited to
an equipped office, clerical help, and telephone/facsimile/copying services,
suitable to his position and adequate for the performance of his duties.





			11.	EXPENSES.  CALKINS is not authorized to incur expenses on behalf of,
or chargeable to, E-B-STOR, with respect to his business travel, including
transportation, lodging, food, entertainment, etc. except within such
guidelines as may be established from time to time by E-B-STOR's
Management.  E-B-STOR shall reimburse CALKINS for authorized
expense within such guidelines upon presentation by CALKLINS from
time to time, of an itemized account of such expenditures in such form as
E-B-STOR may require , together with receipts or other proofs of the
expenditures as may be required.






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		12.	NON-DISCLOSURE OF INFORMATION.





		(a)		CALKINS recognizes and acknowledges that, during the course of
his employment, he will have access to valuable "Proprietary
Information" as defined in subparagraph (b) below, including, but
not limited to Inventions, Work Product and/or Trade Secrets,
contractual arrangements and compensation arrangements with
suppliers, manufacturers, sub-contractors and customers of E-B-STOR; compensation arrangements with sub-contractors, vendors,
and outside personnel; costing, pricing and bidding methods,
procedures, and amounts; management and operating procedures
and software; management information systems, etc.; marketing
plans and strategy; personnel policies and contractual arrangements,
including job assignments and compensation; and that such
information constitutes unique assets of the business of E-B-STOR
and of which E-B-STOR is the sole and exclusive owner.
CALKINS will treat such Proprietary Information on a confidential
basis and will not, during or after his employment, personally use or
disclose all, or any part of, such Proprietary Information to any
person, firm, corporation, association, agency, or other entity
except as properly required in the conduct of the business of E-B-STOR, or except as authorized in writing by E-B-STOR, publish,
disclose or authorize anyone else to publish or disclose, any
Proprietary Information of E-B-STOR with which CALKINS'
service may in any way acquaint CALKINS.  CALKINS shall
surrender possession of all Proprietary Information, including
especially al Trade Secrets, to E-B-STOR upon any suspension or
termination of CALKINS' employment with E-B-STOR.  In the
event of a breach, or threatened breach, by CALKINS, of the
provisions of this Paragraph, E-B-STOR shall be entitled to a
preliminary, temporary and permanent injunction restraining
CALKINS from disclosing in whole or in part, any such Proprietary
Information and/or from rendering any services to any person, firm,
corporation, association, agency, or other entity to whom such
information, in whole or in part, has been disclosed or is threatened
to be disclosed.  Furthermore, nothing herein shall be construed as
prohibiting E-B-STOR from pursuing any other equitable or legal
remedies available to it for such breach or threatened breach,
including the recovery from CALKINS.


		(b)		For purposes hereof, "Proprietary Information" shall not include
information  which (i) is publicly available from a source other than
CALKINS or can be lawfully obtained from a third party or parties
in lawful possession thereof, or (ii) is publicly released in writing by
E-B-STOR, or (iii) is required to be disclosed pursuant to the
authority of any court or public agency.





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		(c)		Nothing  contained herein shall prohibit CALKINS form continuing
to use information known to CALKINS prior to the execution of
this Agreement; however, CALKINS shall not publish or disclose
any such information which as a result of CALKINS' services
hereunder shall have become Proprietary Information of E-B-STOR.


		(d)	The parties recognize that the Proprietary Information of E-B-STOR most probably derives from the services of CALKINS.
Nothing contained herein shall prohibit CALKINS from continuing
to use information developed by CALKINS during the term of this
Agreement, provided that such information is not used by
CALKINS for competitive purposes; however, CALKINS shall not
publish or disclose any such information which as a result of
CALKINS' services hereunder shall have become Proprietary
Information of E-B-STOR.





		13.	RESTRICTIVE CONVENANT.





		(a)	During the term of this Agreement and for a period of twelve (12)
months after the termination/of this Agreement and any extension
thereof, CALKINS will not, within the United States or any other
area of the world in which E-B-STOR is then operating, directly,
compete with, own, manage, operate, control, be employed by,
consult for, participate in, perform services for, or be connected in
any manner with the ownership, management, operation or control
of any business engaged in development and sales of internet and e-commerce related businesses.  Nothing contained herein shall
prohibit CALKINS from engaging in the management, operation,
control, employment by, consultation for, participation in,
performance of services for, or connection with internet and e-commerce business entity which is not in competition with the
specific programs of E-B-STOR.


		(b)		CALKINS agrees that the "time", "geographic area", and "Scope
of Business" provisions of this restrictive covenant are reasonable
and proper and have been negotiated in connection with his
employment hereunder.


		(c)		E-B-STOR and CALKINS agree, that if any court of competent
jurisdiction shall, for any reason, conclude that any portion of this
covenant shall be too restrictive, the court shall determine that
some such restrictions shall be applicable for the protection of E-B-STOR and its shareholders.





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			14.	OWNERSHIP OF WORK PERFORMED.  CALKINS hereby grants,
bargains, sells, conveys, transfers and delivers and agrees to grant, bargain,
sell, convey, transfer and deliver, without further consideration other than
the base compensation provided above, to E-B-STOR, all right, title and
interest in and to all work performed, underlying programs (including but
not limited to HTML, C++, Visual Basic, and any and all other codes and
source codes) and documentation for same which shall be and/or have been
performed by him.  CALKINS hereby acknowledges that E-B-STOR is and
shall be entitled to secure any and all patents, copyrights, and trademarks
with respect to all of such work, work product, programs, etc. and
CALKINS covenants, warrants and represents that he shall execute all
assignments, documents, filings, acknowledgements and other papers
which may be required to assure, establish, confirm, and document E-B-STOR's sole and exclusive ownership to all of such (including HTML,
C++, Visual Basic, and any and all other codes and source codes) and
documentation for same and the Work Product.  "Work Product" shall
mean all documentation, software, programs, systems, source codes,
Hardware Signatures, know-how and information created, in whole or in
part, by CALKINS during the performance of his services hereunder
whether or not copyrightable or otherwise protectable.  CALKINS, for
himself, his successors and assigns, covenants and agrees with E-B-STOR
to warrant and defend title to the property hereby sold to E-B-STOR, its
successors and assigns against all and every person and persons
whomsoever.





		15.	NONSOLICITATION COVENANT.





		(a)		For a period of twelve (12) months after the termination of this
Agreement (including any extension thereof) (the "Post
Termination Period") CALKINS shall not, solicit, directly or
indirectly, by any means, any of the clients, customers, accounts,
employees or "leads" of E-B-STOR during the Post Termination
Period.


		(b)		E-B-STOR and CALKINS agree, that if any court of competent
jurisdiction shall, for any reason conclude that any portion of this
covenant shall be too restrictive, the court shall determine and apply
lesser restrictions, it being the intent of the parties that some such
restrictions shall be applicable for the protection of E-B-STOR and
its shareholders.






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			16.	OWNERSHIP OF INVENTIONS AND DEVELOPMENTS.





		(a)		For purposes of this Agreement, the following definitions shall
apply:  "Inventions" shall mean:





			(A)	All inventions, improvements, modifications, and
enhancements, whether or not patentable, made by
CALKINS during CALKINS' employment by E-B-STOR;
and


			(B)		All inventions, improvements, modifications and
enhancements made by CALKINS, during a period of six
(6) months after any suspension or termination of
CALKINS' employment by E-B-STOR, which relate,
directly or indirectly, to the products of E-B-STOR.





				(i)	
"Work Product" shall mean all documentation,
software, programs, systems, source codes,
Hardware Signatures, know-how and information
created, in whole or in part, by CALKINS during
CALKINS' employment by E-B-STOR, whether or
not copyrightable or otherwise protectable,
excluding inventions.


				(ii)		"Trade Secrets" shall means all documentation,
software, and information relating to the
functionality of the products of E-B-STOR or any
plans therefor, or relating to the business of a third
party or plans therefor that are disclosed to E-B-STOR, which E-B-STOR does not disclose to third
parties without restrictions on use or further
disclosure.





		(b)		CALKINS shall promptly disclose to E-B-STOR all Inventions and
keep accurate records relating to the conception and reduction to
practice of al Inventions.  Such records shall be the sole and
exclusive property of E-B-STOR, and CALKINS shall surrender
possession of such records to E-B-STOR upon any suspension or
termination of CALKINS' employment with E-B-STOR.


		(c)		CALKINS hereby assigns to E-B-STOR, without further
consideration to CALKINS, the entire right title and interest in and
to the Inventions and Work Product and in and to all proprietary
rights therein or based thereon.  CALKINS agrees that the Work
Product shall be deemed to be a "work made for hire".  CALKINS
shall execute all such assignments, oaths, declarations and other
documents as may be prepared by E-B-STOR to effect the
foregoing.





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		(d)		CALKINS shall provide E-B-STOR with all information,
documentation, and assistance E-B-STOR may request to perfect,
enforce, or defend the proprietary rights in or based on the
Inventions, Work Product or Trade Secrets.  E-B-STOR, in its sole
discretion, shall determine the exact extent of the proprietary rights,
if any, to be protected in or based on the Inventions and Work
Product.  All such information, documentation and assistance shall
be provided at no additional expense or cost to E-B-STOR, except
for out-of-pocket expenses which CALKINS incurs at E-B-STOR's request.





			17.	DISABILITY. 





		(a)	E-B-STOR desires to recognize the contributions of
CALKINS during the period from incorporation to the date of this
Agreement.  Accordingly, if CALKINS is unable to perform his services by
reason of illness or incapacity for a period of up to six (6) months, E-B-STOR shall continue CALKINS' full compensation.  If CALKINS is
unable to perform his services after such six (6) months, E-B-STOR shall
continue to compensate CALKINS during the period of such illness or
incapacity but such compensation may, at the option of E-B-STOR, be
reduced by twenty-five percent (25%).  If such illness or incapacity shall
continue for a period of twelve (12) months, payment of compensation
thereafter may, at the option of E-B-STOR, be stopped altogether.  The
full compensation shall be reinstated upon CALKINS' return to service and
the discharge of his full duties hereunder.  Notwithstanding anything herein
to the contrary, E-B-STOR may, at its option, terminate this Agreement at
any time after CALKINS shall be absent from his employment, for
whatever cause, for a continuous period of more than eighteen (18)
months. E-B-STOR may elect to continue the payment of full
compensation notwithstanding the foregoing.  Such payments shall be in
the sole discretion of E-B-STOR, may be discontinued at any time, and if
initiated shall not thereby become a requirement.





			18.	TERMINATION OF EMPLOYMENT.





		(a)		E-B-STOR can terminate CALKINS' employment at any time for
good cause.  Without intending to limit the definition of good cause
hereby, good cause will include:






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			(1)	CALKINS' death;


			(2)	The occurrence of one of the following events:






				(i)	CALKINS is convicted of a felony or any crime
involving moral turpitude or unethical conduct
which in the good faith opinion of E-B-STOR could
impair her ability to perform her duties; or


				(ii)	CALKINS commits an act, or fails to take action in
bad faith and to the detriment of E-B-STOR.





		(b)		The termination of CALKINS' services shall not constitute a
termination of the restrictive obligations and duties under
Paragraphs 11, 12, 13, 14 and 15.


		(c)		In the event of the bankruptcy (Chapter 7), reorganization (Chapter
11) or other termination of the business of E-B-STOR, the
provisions of Paragraph 12 shall continue in full force and effect
only so long as full base compensation by E-B-STOR shall
continue.





		19.	ARBITRATION.  Any controversy or claim arising out of, or relating to
this Agreement, or the breach thereof, shall be settled by arbitration in
Manassas, Virginia in accordance with the rules then pertaining of the
American Arbitration Association, but with all rights of discovery provided
by the Virginia Rules of Civil Procedure, and judgment upon the award
rendered may be entered in any court having jurisdiction thereof.  Cost of
the arbitration shall be borne by E-B-STOR, regardless of who initiates the
proceeding.  The losing party shall reimburse the reasonable attorney's fees
of the prevailing party.





			20.			WAIVER OF BREACH.  The waiver by either party of a breach of any
provision of this Agreement by the other party shall not operate or be
construed as a waiver of any subsequent breach by such other party.  The
failure of a party to exercise any rights or privileges under this Agreement
shall not be deemed to be a waiver or extinguishment of such rights or
privileges, all of which shall continue to be exercisable.





			21.			BENEFIT.  The rights and obligations of E-B-STOR under this Agreement
shall inure to the benefit of, and shall be binding upon, its successors and
assigns.  The protection of Paragraphs 11, 12, 13, 14 and 15 shall insure to
the benefit of E-B-STOR and any successors and assigns.  The rights and
obligations of CALKINS under this Agreement shall insure to the benefit
of, and shall be binding upon, his heirs, administrators, executors,
successors and assigns.






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			22.		NOTICES.  Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if either personally delivered
or sent by certified mail, to his residence in the case of CALKINS, or t its
principal office in the case of E-B-STOR.





		23.		LIFE INSURANCE.  E-B-STOR and/or one or more of it subsidiaries
may, in its discretion at any time after the execution of this Agreement,
apply for and procure, as owner and for its own benefit, insurance on the
life of CALKINS, in such amounts and in such forms as E-B-STOR may
choose.  E-B-STOR shall not be required to give CALKINS any interest
whatsoever in any such policy or policies, (although nothing contained
herein shall be deemed to prohibit any such arrangement) but CALKINS
shall, at the request of E-B-STOR, subject himself to such medical
examination, supply such information, and execute such information
releases and documents as may be required by the insurance company or
companies to whom E-B-STOR has applied for such insurance.





		24.			ENTIRE AGREEMENT.  This instrument contains the entire agreement of
the parties and may be modified only by agreement in writing signed by the
party against whom enforcement of any waiver, change, modification,
extension or discharge is sought.





		25.			APPLICABLE LAW.  This Agreement shall be governed for all purposes
by the laws of the State of Virginia.  If any provision of this Agreement is
declared void, such provision shall be deemed severed from this
Agreement, which shall otherwise remain in full force and effect.





			26.			COUNTERPARTS.  This Agreement may be executed in two or more
counterparts, including facsimile counterparts, any one of which shall be
deemed to be an original.





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       	IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
hereunto set their hands and seals as of the day and year herein above written.


	ATTEST:	E-Business-Stor.com, Inc.





	___________________________________________	By:   ___________________________________________

        Chairman of the Board



		        ___________________________________________

        Secretary



	WITNESS:	        CALKINS



	___________________________________________	         ___________________________________________

         F. KAY CALKINS