EXHIBIT 10.12





THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER
HEREOF, BY PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR
THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR (C) IF
REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.  IN ADDITION, A SECURITIES PURCHASE AGREEMENT, DATED THE DATE
HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS
PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS
AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH LIMIT
THE EXERCISE RIGHTS OF THE HOLDER.






PACEL CORP.



COMMON STOCK PURCHASE WARRANT





	No. _____  	
Warrant to Purchase ____________ Shares













            Pacel Corp., a Virginia corporation (the "Company"), hereby certifies that, for value received,
____________________________ (hereinafter "Holder"), or assigns, is entitled, subject to the terms set
forth below, to purchase from the Company at any time or from time to time during the period
commencing ______, 2001 and ending ______, 2004 (the "Exercise Period"), at the Purchase Price (as
hereinafter defined), _______________ (___________) shares of the fully paid and nonassessable shares
of Common Stock of the Company. The number and character of such shares of Common Stock and the
Purchase Price are subject to adjustment as provided herein.




            This Warrant (this "Warrant"; such term to include any warrants issued in substitution therefor)
is the warrant issued in connection with that certain Securities Subscription Agreement (the "Agreement")
dated of even date herewith among the initial Holder hereof and the Company.




            Capitalized terms used herein not otherwise defined shall have the meanings ascribed thereto in
the Agreement. As used herein the following terms, unless the context otherwise requires, have the
following respective meanings:




                        (a)      The term "Agreement" refers to that certain Securities
Subscription Agreement
dated the date herewith among the initial Holder hereof and the Company.






















                        (b)      The term "Company" shall include Pacel Corp.and any
corporation that shall
succeed or assume the obligations of such corporation hereunder.




                        (c)      The term "Common Stock" includes (a) the Company's common
stock, no par value
per share, (b) any other capital stock of any class or classes (however designated) of the Company,
authorized on or after such date, the Holders of which shall have the right, without limitation as to
amount, either to all or to a share of the balance of current dividends and liquidating dividends after the
payment of dividends and distributions on any shares entitled to preference, and the Holders of which
shall ordinarily, in the absence of contingencies, be entitled to vote for the election of a majority of
directors of the Company (even though the right so to vote has been suspended by the happening of such
a contingency) and (c) any other securities into which or for which any of the securities described in (a)
or (b) may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale
of assets or otherwise.




                        (d)      The term "Other Securities" refers to any stock (other than
Common Stock) and
other securities of the Company or any other person (corporate or otherwise) that the Holder of this
Warrant at any time shall be entitled to receive, or shall have received, on the exercise of this Warrant,
in lieu of or in addition to Common Stock, or that at any time shall be issuable or shall have been issued
in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 3 or
otherwise.




                        (e)      The term "Purchase Price" means a price equal to the lesser of
the price of the
Common Stock of the Seller registered pursuant to the Registration Statement, as defined in the
Agreement, or 50% of the average closing bid price of the Seller's common stock as reported on the
National Association of Securities Dealers Electronic Bulletin Board ("OTCBB") or any exchange in
which the Seller's shares are traded for the 5 trading  days immediately preceding the date of receipt by
the Company of a Notice of Exercise, as defined in Section 1.1(a) below, of this Warrant, subject to
equitable adjustments for Capital Reorganizations as provided in the Agreement.




                        (f)      The term "Debentures" means each of a series of the Company's
Series D 8%
Senior Subordinated Redeemable Debentures due ______, 2003 purchased pursuant to the Agreement.




            1.      Exercise of Warrant.


            1.1.      Method of Exercise.




                        (a)      This Warrant may be exercised in whole or in part (but not as to a
fractional share
of Common Stock), at any time and from time to time during the Exercise Period by the Holder hereof
by delivery of a notice of exercise (a "Notice of Exercise") in the form attached hereto as Exhibit A via
facsimile to the Company specifying the Purchase Price  (the "Exercise Price"). This Warrant is a
"cashless" Warrant, and upon exercise of the Warrant the Holder shall not be required to make cash
payment to the Company for the shares of Common Stock issuable upon such exercise. Rather, upon
exercise, the Holder shall be entitled to receive, one or more certificates, issued in the Holder's name or
in such name or names as the Holder may direct, subject to the limitations on transfer contained herein,
for the number of shares of Common Stock so purchased, less the number of shares equivalent in value
to the Purchase Price of the Warrants ("Net Shares"). The number of shares of Common Stock






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constituting the Purchase Price shall be set forth in the Notice of Exercise along with the Net Shares to
be delivered to the Holder.  The shares of Common Stock so purchased shall be deemed to be issued on
the day on which the Company shall have received from the Holder the Notice of Exercise (the "Exercise
Date"). If on any Exercise Date the Common Stock is not listed or traded on the OTCBB, the Purchase
Price shall be determined by reference to the Nasdaq Stock Market or the principal securities exchange
or trading market where such security is listed or traded as reported by Bloomberg, L.P., or the average
of the bid prices of any market makers for such security as reported in the "pink sheets" by the National
Quotation Bureau, Inc.  If the closing bid price cannot be calculated for such security on such date on any
of the foregoing bases, the closing bid price of such security on such date shall be the fair market value
as mutually determined by the Company and the Holders of a majority in interest of the Warrants being
exercised for which the calculation of the closing bid price is required in order to determine the
Conversion Price of such Debentures.  




                        (b)      Notwithstanding anything to the contrary set forth herein, upon
exercise of all or
a portion of this Warrant in accordance with the terms hereof, the Holder shall not be required to
physically surrender this Warrant to the Company. Rather, records showing the amount so exercised and
the date of exercise shall be maintained on a ledger (a copy of which shall be delivered to the Company
or transfer agent with each Notice of Exercise). It is specifically contemplated that the Company shall
act as the calculation agent for all exercises of this Warrant. In the event of any dispute or discrepancies,
such records maintained by the Company shall be controlling and determinative in the absence of
manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that,
by reason of the provisions of this paragraph, following an exercise of a portion of this Warrant, the
number of shares of Common Stock represented by this Warrant will be the amount indicated on the
ledger (which may be less than the amount stated on the face hereof).




            1.2.      Regulation D Restrictions. The Holder hereof represents and warrants to the Company that
it has acquired this Warrant and anticipates acquiring the shares of Common Stock issuable upon exercise
of the Warrant solely for its own account for investment purposes and not with a view to or for resale of
such securities unless such resale has been registered with the Securities and Exchange Commission or
an applicable exemption is available therefor. At the time this Warrant is exercised, the Company may
require the Holder to state in the Notice of Exercise such representations concerning the Holder as are
necessary or appropriate to assure compliance by the Holder with the Securities Act.  Notwithstanding
the foregoing, the Company acknowledges and agrees that the Common Stock issuable upon any exercise
of this Warrant shall be governed and covered by the Registration Rights Agreement, as defined in the
Agreement,  between the Company and the Holder hereof. 




            2.      Delivery of Stock Certificates on Exercise. As soon as practicable after the
exercise of this Warrant, the Company at its expense (including the payment by it of any applicable issue,
stamp or transfer taxes) will cause to be issued in the name of and delivered to the Holder thereof, or, to
the extent permissible hereunder, to such other person as such Holder may direct, a certificate or
certificates for the number of fully paid and nonassessable shares of Common Stock (or Other Securities)
to which such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such
Holder would otherwise be entitled, cash equal to such fraction multiplied by the then applicable
Purchase Price, together with any other stock or other securities and property (including cash, where
applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise.






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            3.      Adjustment of Purchase Price In Certain Events. The Purchase Price to be paid by the
Holder upon exercise of this Warrant, and the consideration to be received upon exercise of this Warrant,
shall be adjusted for Capital Reorganizations which occur, as provided in the Agreement as if such
provisions were specifically set forth herein.  




            4.      No Impairment. The Company will not, by amendment of its Articles of Incorporation or
through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such action as may be necessary or appropriate in order to protect the rights of the
Holder of this Warrant against impairment. Without limiting the generality of the foregoing, the
Company (a) will not increase the par value of any shares of stock receivable on the exercise of this
Warrant above the amount payable therefor on such exercise, (b) will take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue fully paid and
nonassessable shares of stock on the exercise of this Warrant, and (c) will not transfer all or substantially
all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge
into any other person or permit any such person to consolidate with or merge into the Company (if the
Company is not the surviving person), unless such other person shall expressly assume in writing and
will be bound by all the terms of this Warrant.




            5.      Notices of Record Date. In the event of




                        (a)      any taking by the Company of a record of the Holders of any class or
securities
for the purpose of determining the Holders thereof who are entitled to receive any dividend or other
distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class
or any other securities or property, or to receive any other right, or




                        (b)      any capital reorganization of the Company, any reclassification or
recapitalization
of the capital stock of the Company or any transfer of all or substantially all the assets of the Company
to or consolidation or merger of the Company with or into any other person, or




                        (c)      any voluntary or involuntary dissolution, liquidation or winding-up of
the
Company,




then and in each such event the Company will mail or cause to be mailed to the Holder of this Warrant
a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend, distribution or right, and (ii)
the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up is to take place, and the time, if any, as of which the
Holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of
Common Stock (or Other Securities) for securities or other property deliverable on such reorganization,
reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up.
Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any action
is to be taken.






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            6.      Reservation of Stock Issuable on Exercise of Warrant. The Company will at all times
reserve and keep available, solely for issuance and delivery on the exercise of this Warrant, all shares of
Common Stock (or Other Securities) from time to time issuable on the exercise of this Warrant.




            7.      Exchange of Warrant.   On surrender for exchange of this Warrant, properly endorsed and
in compliance with the restrictions on transfer set forth in the legend on the face of this Warrant, to the
Company, the Company at its expense will issue and deliver to or on the order of the Holder thereof a
new Warrant of like tenor, in the name of such Holder or as such Holder (on payment by such Holder of
any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the
number of shares of Common Stock called for on the face of the Warrant so surrendered.




            8.      Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or
destruction of this Warrant, on delivery of an indemnity agreement or security reasonably satisfactory
in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation
of this Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of
like tenor.




            9.      Remedies. The Company stipulates that the remedies at law of the Holder of this Warrant
in the event of any default or threatened default by the Company in the performance of or compliance
with any of the terms of this Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement contained herein or by
an injunction against a violation of any of the terms hereof or otherwise.




            10.      Negotiability, etc. This Warrant is issued upon the following terms, to all of which each
Holder or owner hereof, by the taking hereof, consents and agrees:




                        (a)      title to this Warrant may be transferred by endorsement and delivery in
the same
manner as in the case of a negotiable instrument transferable by endorsement and delivery.




                        (b)      any person in possession of this Warrant properly endorsed is
authorized to
represent himself as absolute owner hereof and is empowered to transfer absolute title hereto by
endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner
waives and renounces all of his equities or rights in this Warrant in favor of each such bona fide
purchaser, and each such bona fide purchaser shall acquire absolute title hereto and to all rights
represented hereby;




                        (c)      until this Warrant is transferred on the books of the Company, the
Company may
treat the registered Holder hereof as the absolute owner hereof for all purposes, notwithstanding any
notice to the contrary; and




                        (d)      notwithstanding the foregoing, this Warrant may not be sold,
transferred or
assigned except pursuant to an effective registration statement under the Securities Act or pursuant to an
applicable exemption therefrom.








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            11.      Notices. All notices and other communications from the Company to the Holder of this
Warrant shall be mailed by first class, registered or certified mail, postage prepaid, at such address as may
have been furnished to the Company in writing by such Holder or, until any such Holder furnishes to the
Company an address, then to, and at the address of, the last Holder of this Warrant who has so furnished
an address to the Company.




            12.      Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged
or terminated only by an instrument in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in
accordance with and governed by the internal laws of the State of Colorado.  The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or
enforceability of any other provision.




[Signature Page Follows]



































































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	DATED as of May __, 2001.		
			
		PACEL CORP.
		    	
		    	
		    	
		By:	 

		Name:	 

		Title:	 








[Corporate Seal]





Attest:




	By:	 
	 
		Secretary