EXHIBIT 10.12.2

SPONSORSHIP

OPPORTUNITIES


[CHILD WATCH ILLISTRATION]
                                              *Parent Controlled Security Access
Monitor
Three levels of participation are offered:       For more information, please
call (703) 257-4759

The ChildWatch Sponsorship Program


A  ChildWatch(TM)  Sponsor will be the most involved of all the  participants in
supporting  this  major  National  effort.  Our Key  Sponsors  will be  asked to
underwrite  the  ChildWatch[TM]  program by actively  promoting  the  ChildWatch
Lite[TM] software and including it as part of its own advertising campaigns. The
Sponsor will also be asked to place on its own web site the ChildWatch[TM]  logo
with a link to the PC Sam website.  In return,  all  Sponsors  will receive name
recognition  on all PC Sam  promotional  materials  generated  by  PACEL  Corp.,
including  print ads and TV and radio  commercials  and/or  PSAs. A company logo
along with a short description of the company and a link to its web site will be
provided from the PC Sam section of PACEL Corp.'s web site.

The  following  levels  of  monetary   contribution  will  support  advertising,
promotion as well as distribution of the software through existing channels.

Gold Sponsorship  $500,000 Our Gold Sponsors will receive the highest visibility
among all of our Sponsors and  Partners in our upcoming  promotional  campaigns.
The  Gold  Sponsor  will be  prominently  featured  in at  least  six (6) of our
National  TV spots and PSAs.  They will  have  access to  100,000  copies of the
ChildWatch  Lite(TM)  software with their name printed to be used in conjunction
with any promotional  campaigns or distribution programs that they have planned.
The Gold  Sponsor  will have major  visibility  on the PC Sam website as well as
prominent   positioning  on  all  PACEL  Corporate   promotional   materials  in
conjunction with the ChildWatch(TM) project.

Silver  Sponsorship  $250,000 Our Silver  Sponsors will enjoy  somewhat  similar
visibility afforded our Gold Sponsors in our upcoming promotional  campaigns but
in a smaller capacity. The Silver Sponsor will be featured in at least three (3)
of our National TV spots and PSAs. They will have access to 50,000 copies of the
ChildWatch  Lite(TM) software with their name embossed to be used in conjunction
with any promotional  campaigns or distribution programs that they have planned.
The Silver  Sponsor will have a visible place on the PC Sam website as well as a
position  on PACEL  Corporate  promotional  materials  in  conjunction  with the
ChildWatch(TM) project.

Bronze Sponsorship  $100,000 Our Bronze Sponsors will enjoy a visible mention in
our upcoming promotional campaigns.  The Bronze Sponsor will be featured in some
of our National TV spots and PSAs. They will have access to 20,000 copies of the
ChildWatch  Lite(TM)  software to be used in  conjunction  with any  promotional
campaigns or  distribution  programs that they have planned.  The Bronze Sponsor
will have a space on the PC Sam website as well as a mention on PACEL  Corporate
promotional materials in conjunction with the ChildWatch(TM) project.

Brought to you by companies who care:

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