This  Consulting  Agreement (the "Consulting Agreement") made as of July 5, 2001
by  and  between  Reginal Steele DBA Sterling Promotions, 2121 W. Army Trail Rd.
Suite  105,  Addison,  IL  60101  ("Consultant")  and  PACEL  Corp. ("Company").



                                   WITNESSETH


     WHEREAS,  the  Company  requires  and  will  continue to require consulting
services  relating  to  management,  strategic  planning  and  marketing for the
Company;  and

     WHEREAS,  Consultant  can  provide  Company  with  strategic  planning  and
marketing  consulting  services  and is desirous of performing such services for
the  Company;  and

     WHEREAS,  the  Company  wishes  to  induce  Consultant  to  provide  these
consulting  services  to  the  Company,

     NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants hereinafter
stated,  it  is  agreed  as  follows:

1.     APPOINTMENT
       -----------

The  Company  hereby engages Consultant and Consultant agrees to render services
to  the  Company  as  a consultant upon the terms and conditions hereinafter set
forth.

2.     TERMS
       -----

The  term  of  this Consulting Agreement began as of the date of this Agreement,
and shall terminate on November 1, 2001, unless earlier terminated in accordance
with  paragraph  7  herein  or  extended  as  agreed  to  between  the  parties.

3.     SERVICES
       --------

During the term of this Agreement, Consultant shall provide advice to, undertake
for  and  consult with the Company concerning management, marketing, consulting,
strategic  planning,  corporate  organization  and  structure,  sales matters in
connection with the operation of the business of the Company.  Consultant agrees
to  provide  on  a  timely  basis  the  following  enumerated  services plus any
additional  services  contemplated  thereby:

(a)     The  implementation  of short-range and long-range strategic planning to
fully  develop  and  enhance  the  Company's  products  and  services;


(b)     Develop  and  assist  in  the  implementation  of a marketing program to
enable  the  Company  to  broaden  the  markets  for  its  services  and
     promote  the  image  of  the  Company  and  its  products  and  services;

(c)     Advice  the  Company  relative  to  the  recruitment  and  employment of
marketing and sales personnel consistent with the expansion of operations of the
Company;

(d)     The  identification, evaluation, structuring, negotiating and closing of
strategic  alliances.


4.     DUTIES  OF  THE  COMPANY
       ------------------------

The  Company  shall  provide Consultant, on a regular and timely basis, with all
approved  data  and  information about it, its subsidiaries, its management, its
products  and  services  and  its operations as shall be reasonably requested by
Consultant,  and  shall  advise  Consultant  of any facts which would affect the
accuracy  of  any  data  and  information  previously  supplied pursuant to this
paragraph.  The  Company shall promptly supply Consultant with full and complete
copies  of  all  brochures or other sales materials relating to its products and
services.

5.     COMPENSATION
       ------------

The  Company agrees to pay Consultant 7,500,000 shares for his services and will
also immediately grant Consultant the option to purchase an additional 2,500,000
free-trading  shares of the Company's Free Trading Common Stock with an exercise
price  at $0.01 per share, which option shall expire on November 1, 2001 at 5:00
P.M.  C.S.T.  Consultant in providing the foregoing services shall be reimbursed
for any pre-approved out-of-pocket costs, including, without limitation, travel,
lodging,  telephone,  postage  and  over  night  shipping  charges.

6.     REPRESENTATION  AND  INDEMNIFICATION
       ------------------------------------

The Company shall be deemed to have been made a continuing representation of the
accuracy  of  any and all facts, material information and data which it supplies
to  Consultant  and acknowledges its awareness that Consultant will rely on such
continuing  functions.  Consultant  in the absence of notice in writing from the
Company  will  rely on the continuing accuracy of material, information and data
supplied  by the Company.  Consultant represents that he has knowledge of and is
experienced  in  providing  the  aforementioned  services.


i)     The  consultant  services  are not and will not be to promote, maintain a
market  for  the Company's securities to the general public or in the connection
with,  or  related  to  capital  raising  transactions.

ii)     Any  compensation  received  herein  will not be used in connection with
distribution of the Company's securities or to the general public nor will I act
as  a  conduit  for  the  distribution  of  such  securities.

iii)     Consultant  is  a natural person who has contracted through his company
directly  with  the  Company.

iv)     Consultant  will  not  provide  any  services  in  connection  with  any
potential  restructuring  of  the  capital  of  the  company.

v)     Consultant will not sell or resell or remit any proceeds from the sale of
shares  obtained  as  compensation  to  debts  of  the  Company.

7.     MISCELLANEOUS
       -------------

Termination:     This  Agreement  may  be  terminated by Consultant upon written
------------
notice to the Company for a material breach of contract which shall be effective
---
five  (5) business days from the date of such notice.  All shares from exercised
stock  options  will  remain free trading and cannot be recalled by the company.

As used in this Agreement, the term with cause shall mean, the conviction of any
crime  involving dishonesty or resulting in imprisonment without the option of a
fine,  or  the  material non-observance, or the material breach by Consultant of
any  of  the  material  provisions of this Agreement, or the neglect, failure or
refusal of consultant to carry out the duties contracted by him after due notice
to  the  consultant  of  such  neglect,  failure  or  refusal.

Modification:     This  Consulting Agreement sets forth the entire understanding
-------------
of  the  Parties  with  respect  to  the subject matter hereof.  This Consulting
Agreement  may  be  amended  only  in  writing  signed  by  both  parties.

Notices:     Any notices required or permitted to be given hereunder shall be in
--------
writing  and  shall  be  mailed or otherwise delivered in person or by facsimile
transmission  at  the  address  of  such  Party set forth above or to such other
address  or  facsimile  telephone  number,  as the Party shall have furnished in
writing  to  the  other  Party.

Waiver:     Any  waiver  by  either  Party  of a breach of any provision of this
-------
Consulting  Agreement shall not operate as or be construed to be a waiver of any
----
other  breach  of that provision or of any breach of any other provision of this
Consulting Agreement.  The failure of a Party to insist upon strict adherence to
any  term  of  this  Consulting  Agreement  on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence  to  that  term  of  any  other  term  of  this  Consulting Agreement.

Assignment:     The  Options  under  this  Agreement  are  assignable  at  the
-----------
discretion  of  the  Consultant.
---------

Severability:     If  any  provision  of  this  Consulting Agreement is invalid,
-------------
illegal, or unenforceable, the balance of this Consulting Agreement shall remain
----
in  effect,  and if any provision is inapplicable to any person or circumstance,
it  shall nevertheless remain applicable to all other persons and circumstances.

Disagreements:     Any dispute or other disagreement arising from or out of this
--------------
Consulting  Agreement  shall  be submitted to arbitration under the rules of the
American  Arbitration  Association  and  the decision of the arbiter(s) shall be
enforceable  in  any court having jurisdiction thereof.  Arbitration shall occur
only  in  DuPage  County,  IL.  The  interpretation  and the enforcement of this
Agreement shall be governed by Illinois Law as applied to residents of the State
of  Illinois relating to contracts executed in and to be performed solely within
the  State  of Illinois.  In the event any dispute is arbitrated, the prevailing
Party  (as  determined  by  the  arbiter(s))  shall  be entitled to recover that
Party's  reasonable  attorney's fees incurred (as determined by the arbiter(s)).


IN  WITNESS  WHEREOF, this Consulting Agreement has been executed by the Parties
as  of  the  date  first  above  written.


COMPANY                                   CONSULTANT
PACEL  Corp.                              Reginal  Steele
                                          DBA  Sterling  Promotions

/s/ David E. Calkins                      Reginal Steele
___________________________               ________________________
PACEL  Corp.                              Reginal  Steele


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