CONSULTING AGREEMENT

         This Consulting Agreement (the "Agreement") made as of September 26,
2001 by and between Mr. James J. Carroll, 674 E. Gartner Road, Naperville,
Illinois 60546 ("Consultant") and Pacel Corp.("Company").

                                   WITNESSETH

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

         WHEREAS, Consultant shall 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
         various business services to the Company upon the terms and conditions
         hereinafter set forth.

2.       TERMS

         The term of this Agreement began as of the date of this Agreement, and
         shall terminate on September 30, 2002, unless earlier terminated in
         accordance with paragraph 7 herein or as extended by the parties from
         time to time.

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 operations of the
         business of the Company. Consultant agrees to provide on a timely basis
         the following services, and additional mutually agreed upon services
         contemplated thereby:

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


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         (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)      Advise the Company relative to the recruitment and employment
                  of marketing and sales personnel consistent with the growth 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 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 AND EXPENSE REIMBURSEMENT

         Concurrently with the execution hereof, the Company shall grant and
         issue to Consultant 8,900,000 shares of no par value common stock of
         the Company (the "Shares") which shall be registered with the United
         States Securities and Exchange Commission and applicable state
         securities agencies so as to enable the Shares to be freely saleable
         and tradable in the public securities markets. The Company shall use
         its best and diligent efforts to maintain all SEC and other
         registrations so as to enable said Shares to be fully saleable and
         tradable for a period of five (5) years from the date hereof.
         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.

         The Company also agrees that if the Shares fail to attain a market
         price of $89,000 for five (5) separate trading days during a period of
         five (5) years from the date of any issuance of the Shares; then the
         Company shall issue additional shares to Consultant in such number, at
         an assumed market price of $.01 per share, as will equal the difference
         between $89,000 and the actual aggregate valuation of such shares. If
         the Company fails to issue the supplemental Shares within five (5) days
         from the date of Consultants written demand notice, then the Company
         immediately shall pay to Consultant liquidated damages of $89,000.


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         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.

         The Company agrees to indemnify, hold harmless and defend Consultant
         from any and all claims or demands of any kind relating to the
         Company's breach of its agreements hereunder.

7.       MISCELLANEOUS

         TERMINATION: This Agreement may be terminated by Consultant upon
         written notice to the Company for a material breach of this contract
         which shall be effective five (5) business days from the date of such
         notice

         MODIFICATION: This Agreement sets forth the entire understanding of the
         Parties with respect to the subject matter hereof, and may be amended
         only in a 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
         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 Agreement. The failure of a Party to insist upon strict
         adherence to any term of this Agreement on one or more occasions will
         not be considered a waiver or deprive the other Party of the right
         thereafter to insist upon adherence to that term of any other term or
         this Agreement.

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

         SEVERABILITY: If any provision of this Agreement is invalid, illegal,
         or unenforceable, the balance of this 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.
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         DISAGREEMENTS: Any dispute or other disagreement arising from or out of
         this Agreement shall be submitted to arbitration under the rules of the
         American Arbitration Association and the decision of the arbitrator(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 arbitrator(s)) shall be entitled to recover that
         Party's reasonable attorney's fees incurred (as determined by the
         arbitrator(s)).

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



         COMPANY                                              CONSULTANT
         Pacel Corp.


         By: /S/ DAVID CALKINS                           By:/S/ JAMES J. CARROLL
           -------------------                             ---------------------
               David Calkins, President                        James J. Carroll




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