0000927089-01-500151 Sample Contracts

EQUITY LINE OF CREDIT AGREEMENT
Equity Line of Credit Agreement • April 3rd, 2001 • Pacel Corp • Services-prepackaged software • New York

AGREEMENT dated as of the 14th day of March 2001, (the "Agreement") between Cornell Capital Partners, L.P. (the "Investor"), a Delaware limited partnership, the address of which shall be set forth on Schedule I to this Agreement, and PACEL CORP., a corporation organized and existing under the laws of the Commonwealth of Virginia (the "Company").

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 3rd, 2001 • Pacel Corp • Services-prepackaged software • New York

THIS SECURITIES PURCHASE AGREEMENT, (the, "Agreement"), dated as of the date of acceptance set forth below, is entered into by and among PACEL CORP., a Virginia corporation, with headquarters located at 8870 Rixlew Lane, Suite 201, Manassas, Virginia 20109-3795 (the "Company"), and each entity named on the signature page hereto and permitted assigns (each, a "Buyer") (each agreement with a Buyer being deemed a separate and independent agreement between the Company and such Buyer, except that each Buyer acknowledges and consents to the rights granted to each other Buyer under such agreement and the Transaction Agreements (as defined below).

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