Employment Agreement dated as of January 1, 2007 between the Registrant and
      Brian Ross


    Exhibit
      10.2

     

    EXECUTION
      COPY

    ACCELERIZE
      NEW MEDIA, INC.

    6477
      Hwy
      93 South Suite #303

    Whitefish,
      MT 59937

    


    Mr.
      Brian
      Ross

     

    AGREEMENT
      entered into as of the 1st day of January, 2007, by and between Accelerize
      New
      Media, Inc., a Delaware corporation with headquarters at 6477
      HWY
      93 South, Suite 303, Whitefish, MT 59937
      (the
“Company”),
      and
      Brian Ross, a natural person, residing at 1280 Hems Road, Columbia Falls, MT
      59912 (the “Employee”).

     

    The
      following sets out the terms of your employment with the Company, effective
      as
      of January 1, 2007.

     

    1. Term.
      The
      Company shall employ you subject to the terms and conditions of this letter
      through the earlier of January 1, 2010 or such date as this Agreement shall
      terminate or expire as provided herein (the “Term”);
      provided that
      you
      shall have the option to renew for an additional 1 year term by giving written
      notice to the Company of your intention to do so 60 days before the expiration
      of the Term. If this option is exercised the word “Term” shall include such
      additional 2 year period. You and the Company may also elect to continue your
      employment after expiration of the Term or the renewal period on such terms
      and
      conditions of employment as are mutually agreed upon; provided
      further
      that
      Section 8 of this Agreement shall continue in full force and effect during
      any
      period in which you are employed by the Company, including without limitation,
      any period of employment following the Term and shall survive the termination
      of
      your employment. 

     

    2. Duties.
      You
      shall be employed in the position of General Counsel to the Company.
      You
      shall (a) be responsible, subject to the board of directors of the Company
      (the
“Board”)
      and
      the President of the Company, for participating in the management and direction
      of the Company, (b) perform all duties incident to such offices and (c) perform
      such other tasks, consistent with your position with the Company, as may from
      time to time be assigned to you by the Board or other officers of the Company.
      You shall devote substantially all of your business time, labor, skill, and
      best
      ability to the performance of your duties hereunder in a manner which will
      faithfully and diligently further the business and interests of the Company.
      During the term of your employment, you shall not directly or indirectly pursue
      any other business activity which unreasonably interferes with the performance
      of your duties and responsibilities hereunder; provided,
      however,
      that
      you may serve on civic or other charitable boards or committees and manage
      personal investments, so long as such activities do not interfere in any
      material respect with the performance of your duties and responsibilities
      hereunder.

     

    3. Compensation.

     

    Base
      Salary.
      During
      the Term you shall receive an annual base salary (the “Annual
      Base Salary”)
      of
      Ninety Thousand Dollars ($90,000) for your position as Chief Executive Officer
      of the Company. The Annual Base Salary shall be payable in accordance with
      the
      Company’s payroll practices as in effect from time to time, subject to
      applicable withholding and other taxes. If Accelerize New Media Inc. does not
      make monthly salary payment during the term of employment (salary) will accrue
      with out interest.

     

    4. Additional
      Benefits.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a) Business
      Expenses.
      The
      Company shall reimburse you for reasonable and properly documented business
      expenses incurred by you in connection with your employment by the Company,
      including but not limited to your monthly cell phone charges for business
      related calls and emails in accordance with Company policy.

    


    (b) Benefit
      Plans and Programs.
      During
      the Term, the
      Company shall reimburse you for your health insurance premiums as and to the
      extent set forth on Exhibit
      A.
       

    


    (c) Stock
      Option Plan.
      You
      shall, to the extent you are otherwise eligible, be entitled to participate
      in
      the Company’s stock option plan; provided that any grant of options shall be
      subject to vesting and other terms and conditions as may be determined by the
      Board of Directors of the Company. Upon execution of this agreement, you shall
      be granted a non-qualified stock option (an “NSO”)
      to
      purchase 2,000,000 shares of the Company’s common stock subject to the terms and
      conditions of the option agreement between the Company and you relating to
      such
      option of even date herewith (the “NSO
      Agreement”).

    


    5. Illness
      or Disability.
      If,
      because of your illness or other disability for a continuous period of more
      than
45
      days,
      you are unable to render the services required by the Company as provided
      herein, the Company may end the Term and the Company may terminate your
      employment hereunder, by written notice. Upon such termination, if any, you
      shall not be entitled to any further payments of any nature, except for payment
      of (a) any
      earned but unpaid Annual Base Salary and
      (b)
      unreimbursed business expenses (collectively, “Payable
      Amounts”).
      All
      Payable Amounts shall become due and payable on the date of such
      termination.

     

    6. Death.
      In the
      event of your death, the Term shall end and the obligation of the Company to
      make any payments whatsoever under this Agreement shall cease, except that
      your
      executors, administrators, or other legal representatives, shall be entitled
      to
      receive any Payable
      Amounts. 

     

    7. Termination
      of Employment.

     

    (a)
       Termination
      Without Cause.
      During
      the Term, this Agreement and your employment may be terminated by either party
      without Cause by giving thirty (30) days’ prior written notice of such
      termination to the other party; provided,
      however,
      that
      the Company may terminate your employment without any payment obligation
      immediately after you have given written notice that you intend to terminate
      this Agreement. In the event that the Company terminates your employment without
      Cause during the Term, the Company shall, subject to your execution and delivery
      of a general release in favor of the Company and its affiliates, and your
      compliance with the terms of this Agreement, pay to you a severance payment
      of
the
      greater of the remaining payments due on the term of this Agreement or an
Annual
      Base Salary otherwise payable through one (1) year from the date of termination,
      payable in accordance with the Company’s normal payroll practices (or, at your
      option, in one lump sum payment, discounted to present value using a 5% discount
      rate), and notwithstanding anything to the contrary, you will be entitled to
      such payments only if you have complied in full with the terms of this Agreement
      following your termination (e.g.,
      your
      Non-Competition, Non-Solicitation, Confidentiality, and Return of Property
      obligations, etc.).
      In
      addition, (i) you shall be entitled to receive all Payable Amounts (which shall
      become due and payable on the date of termination) and (ii) all of your unvested
      options issued under the Company’s Stock Option Plan, bonuses and other
      compensation shall vest on the date of termination. 

    


    (b) Termination
      with Cause.
      During
      the Term, this Agreement and your employment may be terminated by the Company
      with Cause. The Company shall have no liability for any further payments to
      you
      (including, without limitation, Annual Base Salary or benefits) upon your
      termination
      for
      Cause, provided that you shall be entitled to receive all Payable Amounts (which
      shall become due and payable on the date of termination).
      “Cause”
shall
      mean your:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              (i)

            	
              failure
                or refusal to perform, or any misconduct in the performance of, any
                material portion of your obligations, duties and responsibilities
                under
                this Agreement, which (A) is incapable of cure or (B) has not been
                cured
                or remedied as promptly as is reasonably possible (and in any event
                within
                forty-five (45) days) after written notice from the Company to you
                specifying in reasonable detail the nature of such failure, refusal
                or
                misconduct; or

            


    

     

    
      	 	
              (ii)

            	
              material
                breach of this Agreement which (A) is incapable of cure, or (B) has
                not
                been cured or remedied promptly (and in any event within forty-five
                (45)
                days) after written notice from the Company to you specifying in
                reasonable detail the nature of such breach;
                or

            


    

     

    
      	 	
              (iii)

            	
              act
                or acts of dishonesty in connection with your employment;
                or

            


    

     

    (iv) commission
      of a felony or other crime which materially and adversely affects the Company
      or
      its business or reputation.

    


    8. Restrictions.
      You
      acknowledge that
      the
      business in which the Company is engaged is highly competitive,
      and
      that you are a key executive of the Company. You further acknowledge that as
      a
      result of your senior position within DRG and the Company, you have acquired
      and
      will acquire extensive confidential information and knowledge of the
business
      of the Company,
      and
      will develop relationships with, and/or knowledge of, customers, clients,
      employees, sales agents, middlemen and suppliers of the Company and its
      subsidiaries and affiliates. In light of the foregoing, you agree as
      follows:

     

    (a) Non-Solicitation.
      While
      you
      are employed by the Company for a period of eighteen (18) months thereafter,
      you
      agree that you will not, either directly or indirectly, (i) attempt to recruit,
      solicit or take away any employee or consultant of Company; make known to any
      person, firm or corporation the names or addresses of, or any information
      pertaining to any employee or consultant of Company or (ii) attempt to call
      on,
      solicit or take away any customer or collaborating partner of Company or any
      prospective customer or collaborating partner whose identity as such was learned
      by you during your employment with the Company.

    


    (b) Non-Competition.
      While
      you
      are employed by the Company and for and for a period of eighteen (18) months
      thereafter, (i) you will not directly or indirectly be interested in, as an
      owner, partner, member or shareholder of any entity, which engages in activities
      related to debt reduction, financial website portals or any other activity
      that
      is specific to the business of the Company and its affiliates from time to
      time
      (“Proscribed
      Activity”)
      provided,
      however,
      that
      you and members of your family may acquire (or hold) solely for investment
      purposes up to 5% of the outstanding equity interests in any publicly-traded
      company; and (ii) you will not, directly or indirectly as an employee, officer,
      director, partner, joint venturer, consultant or otherwise engage in any
      Proscribed Activity or participate, consult with, render services to or permit
      your name to be used or any other manner or capacity engage in any business
      or
      enterprise which engages in Proscribed Activity.

    


    (c) No
      Recruiting.
      While
      you are employed by the Company and for a period of eighteen (18) months
      thereafter, you will not, directly or indirectly, on your own behalf or as
      an
      owner, partner, officer, director, employee or consultant of any entity, hire
      or
      offer to hire any person who is or was an employee or contractor or
      collaborating partner of the Company during your employment with the Company.
      Notwithstanding anything to the contrary, if during the period this provision
      is
      effective, you and Dan Goldberg are both no longer employed by or providing
      services to the Company, you may collaborate on other business endeavors which
      do not compete with the Company’s business.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (d) Confidentiality.
      

    


    (i)
      You
      agree at all times during your employment with the Company and thereafter to
      hold in strictest confidence, and not to use, except for the benefit of the
      Company and within the scope of your employment, or to disclose (except as
      required by law) to any person or entity, any Confidential Information of the
      Company. You understand that “Confidential
      Information”
means
      (i) any and all information,
      in
      whatever form, whether reduced to writing, maintained on any form of electronic
      media, or maintained in mind or memory, received
      by you or generated by you on behalf of the Company at any time before or after
      the date of this Agreement relating
      to the current or prospective business, research and development activities,
      products, technology, strategy, organization and/or finances of the Company,
      or
      of third parties (including affiliates, vendors, suppliers and customers) with
      which the Company has a business relationship and (ii) any other information,
      in
      whatever form, designated by the Company as confidential, in either of cases
      (i)
      or (ii), above, whether disclosed to, or obtained by, you prior or subsequent
      to
      the date of execution of this Agreement. Confidential Information shall
include
      without limitation customer lists, database information, samples, demonstration
      models or materials and other embodiments of products or prospective products,
      software and other technology, projections, existing and proposed projects
      or
      experiments, processes and methodologies and trade secrets and all Developments,
      as defined below, but excluding (A) information that the Company deliberately
      and voluntarily makes publicly available and (B) information
      disclosed by you to comply with a court, or other lawful compulsory, order
      compelling you to do so, provided you give the Company prompt notice of the
      receipt of such order and disclosure is limited only to disclosure necessary
      for
      such purpose. You
      specifically acknowledge that the Confidential Information derives independent
      economic value from not being readily known to, or ascertainable by proper
      means
      by, others; that the Company has expended considerable sums and efforts to
      develop such Confidential Information; reasonable efforts have been made by
      the
      Company to maintain the secrecy of such information; that such information
      is
      the sole property of the Company or its affiliates, vendors, suppliers, or
      customers and that any retention, use or disclosure of such Confidential
      Information by you during the Term (except in the course of performing your
      duties under this Agreement) or any time after termination thereof for any
      reason, shall constitute a violation of this Agreement and the misappropriation
      of the trade secrets and Confidential Information of the Company or its
      affiliates, vendors, suppliers, or customers. 

    


    (ii)
      You
      recognize that the Company has received and in the future will receive
      Confidential Information of and from other companies subject to a duty on the
      Company’s part to maintain the confidentiality of such information and to use it
      only for certain limited purposes. You agree to hold all such confidential
      or
      proprietary information in the strictest confidence and not to disclose it
      to
      any person or entity or to use it except as necessary in performing your duties
      under this Agreement.

    


    (iii)
      You
      agree that all Confidential Information, in any form, shall be and remain the
      sole and exclusive property of the Company and that immediately upon the
      termination of your employment, or at any other time that the Company may
      request, you shall deliver all Confidential Information in your control to
      the
      Company or, if instructed to do so by the Company, you will delete or destroy
      all Confidential Information in your control.

    


    (e) Assignment
      of Work Product.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (i)
      If
      at any
      time during your employment with the Company, you have or shall (either alone
      or
      with others, and whether before or after the date of this Agreement) make,
      conceive, create, discover, invent or reduce to practice any invention, design,
      development, improvement, process, software program, work of authorship, or
      technique, in
      whole
      or in part, or which results from any work which you may do for or at the
      request of the Company, whether or not conceived by you while on holiday, on
      vacation, or off the premises of the Company, including such of the foregoing
      items conceived during the course of employment which are developed or perfected
      after your termination date,
      whether
      or not patentable or registrable under copyright or similar statutes (herein
      called “Developments”)
      that
      (a) relates to the business of the Company or any of the products or services
      being developed, manufactured or sold by the Company, or (b) results directly
      or
      indirectly from tasks assigned to you by the Company or (c) results from the
      use
      of premises or property (whether tangible or intangible) owned, leased or
      contracted for by the Company, such Developments and all rights and interests
      therein and all records relating to such Developments shall be the sole and
      absolute property of the Company. You shall promptly disclose to the Company
      each such Development and you shall deliver to the Company all records relating
      to each such Development. You hereby assign any rights (including, but not
      limited to, any rights under patent law and copyright law or other similar
      laws)
      you may have or acquire in the Developments to the Company, without further
      compensation. Where applicable, all Developments which are copyrightable works
      shall be works made for hire. To
      the
      extent any such work of authorship may not be deemed to be a work made for
      hire,
      you agree to, and do hereby, irrevocably, perpetually and unconditionally
      transfer and assign to the Company all right, title, and interest including
      copyright in and to such work without further compensation. 

    


    (ii)
      You
      will, during your employment with the Company and at any time thereafter, at
      the
      request and cost of the Company, promptly sign all such assignments,
      applications and other documents, and take such other actions, as the Company
      and its duly authorized agents may reasonably require: (A) to evidence the
      Company’s ownership of any Development and to apply for, obtain, register and
      vest in the name of the Company, or renew, patents, copyrights, trademarks
      or
      other similar protection for any Development in any country throughout the
      world
      and (B) to initiate or defend any judicial, administrative or other proceedings
      in respect of such patents, copyrights, trademarks or other similar
      rights.

    


    (iii)
      In
      the event the Company is unable, after reasonable effort, to secure your
      signature for such purposes for any reason whatsoever, you hereby irrevocably
      designate and appoint the Company and its duly authorized officers and agents
      as
      your agents and attorneys-in-fact, to act for and in your name, behalf and
      stead, to execute and file any such assignments, applications or other documents
      and to do all other lawfully permitted acts to further the obtaining and
      protection of such patents, copyright or trademark registrations or other rights
      with the same legal force and effect as if executed by you. 

    


    (iv) You
      represent and warrant that (A) you do not
      have
      any pre-existing inventions that relate to the business of the Company or DRG
      and all inventions that you have made and own the intellectual property rights
      to as of the Effective Date that relate to the business of the Company or DRG
      shall be considered Developments and are subject to the terms of Section 8(d)
      and (B)
      all
      Developments that you have developed or with respect to which you have been
      associated while employed by the Company are the sole property of the Company
      and that there are no other claims or ownership rights in such property with
      respect to any other party.

    


    (f) Return
      of Property.
      Upon
      the termination of the your employment or at any other time upon written request
      by the Company, you shall promptly deliver to the Company all records, files,
      memoranda, designs, data, reports, drawings, plans, computer programs, software
      and other documents (and all copies or reproductions for such materials in
      your
      possession or control) belonging to the Company, including, without limitation,
      and Developments and/or Confidential Information and anything relating
      thereto.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (g) For
      the
      purposes of this Section
      8,
      “Company”
shall
      mean the Company and its subsidiaries and controlled affiliates.

    


    9.
      General.

    


    (a) Cooperation.
      During
      the Term and thereafter, you agree to fully cooperate with the Company or its
      counsel in connection with any matter, investigation, proceeding or litigation
      regarding any matter in which you were involved during your employment with
      the
      Company or to which you had knowledge based on your employment with the
      Company.

    


    (b) Notices.
      Any
      notice or any other communication required or permitted to be given hereunder
      shall be in writing and shall be sufficiently given (i) when delivered by
      personal delivery; or (ii) two days after sending by registered mail,
      postage prepaid, return receipt requested, to
      the
      party entitled thereto at the address stated below.

    


    
      	
            	(A)	
              To
                Company:

            


    

    6477
      HWY
      93 South

    Suite
      303

    Whitefish,
      MT 59937

    Attn:
      Brian Ross

    


    
      	
            	(B)	
              To
                Brian Ross

            


    

    1280
      Hems
      Road 

    Columbia
      Falls, MT 59912

    


    (c) No
      Conflict.
      you
      represent that your performance of all of the terms of this Agreement does
      not
      and will not conflict with or breach any agreement you have with any other
      party.

    


    (d) Waivers.
      Any
      waiver by the Company of any provision of this Agreement shall not operate
      or be
      construed as a waiver of this Agreement or of any subsequent breach of such
      provision or any other provision. 

    


    (e) Survival
      of Terms.
      Your
      obligations under Sections 8 and 10 of this Agreement shall survive the
      termination of this Agreement for any reason whatsoever regardless of the manner
      of such termination and shall be binding upon your heirs, executors,
      administrators and legal representatives.

    


    (f) Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be enforceable by the Company’s
      successors or assigns. The
      Company shall have the right to assign this Agreement.

    


    (g) Scope
      of Restrictions.
      You
      agree
      that the unenforceability of any one clause of this Agreement shall in no way
      impair the enforceability of any of the other clauses. If any of the provisions
      of this Agreement shall for any reason be held to be excessively broad as to
      scope, activity, subject or otherwise, the parties hereto agree that such
      provisions shall be construed by the appropriate judicial body by limiting
      or
      reducing them, so as to be enforceable to the maximum extent legally
      permissible.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (h) Remedies.
      You
      agree that a any breach or threatened breach of Section 8
      of this
      agreement would result in irreparable harm to the Company; therefore, in
      addition to its other remedies at law or in equity, the Company shall be
      entitled to injunctive or other equitable relief in order to enforce or prevent
      any violations of the provisions of Section 8,
      without
      the posting of any bond.

    


    (i) Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware without regard to its conflict of law provisions.


    


    (j) Dispute
      Resolution

    


    (i)
      Hierarchy
      of Dispute Resolution Procedures.
      Any
      dispute, controversy, or claim, whether based on contract, tort, statute, fraud,
      misrepresentations, or any other legal theory between the Company, on the one
      hand, and you, on the other hand (a “Dispute”),
      that
      arises out of or relates to this Agreement or any obligations or related
      services to be provided under this Agreement, shall be resolved in accordance
      with the procedures described in this Section 9(j). In the case of a Dispute,
      the parties shall establish an internal hierarchy to facilitate resolution
      of
      any Dispute as set forth below:

     

    (A)
      Upon
      written request of the Company or you , the Company shall appoint one designated
      representative and you shall either represent yourself or appoint one designated
      representative whose task it shall be to meet for the purpose of endeavoring
      to
      resolve such Dispute. Before any initial meeting, the designated representative
      shall provide to each party written notice of any Dispute, which notice shall
      include a detailed description of the claim or dispute sufficient to allow
      a
      full analysis and complete response. Each party shall exercise good faith in
      providing its response to any claim or dispute, in advance of the first meeting
      between designated representatives. The designated representatives shall meet
      as
      often as the parties reasonably deem necessary to discuss the Dispute in an
      effort to resolve the Dispute without the necessity of any further
      proceeding.

     

    (B)
      The
      Company and you shall negotiate in good faith in an attempt to resolve the
      Dispute for a period of not greater than sixty (60) days after notice of the
      Dispute is received by the parties.

     

    (ii)
      Arbitration

     

    (A)
      If
      the parties are unable to resolve any Dispute as contemplated by Section
      9(j)(i), such Dispute, excluding any matter relating to questions of
      arbitrability and any action for injunctive relief or specific performance,
      shall be submitted to arbitration.

     

    (B)
      Any
      arbitration hereunder shall be conducted as a self administered arbitration
      in
      accordance with and subject to the Federal Arbitration Act (9 U.S.C. § 1 et
      seq., the “Arbitration
      Act”)
      to the
      exclusion of any state arbitration laws, and to the extent not inconsistent
      with
      the Arbitration Act, in accordance with the commercial arbitration rules of
      the
      American Arbitration Association, as then in effect (the “Arbitration
      Rules”).
      The
      arbitration shall occur in New York, NY.

     

    (C)
      The
      arbitration panel shall consist of one (1) arbitrator, chosen by mutual
      agreement of the parties. The arbitrator shall be a lawyer, judge or mediator
      experienced in the resolution of commercial disputes. The relevant parties
      shall
      cooperate to select the arbitrator promptly after service of a document
      initiating arbitration. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (D)
      The
      award of an arbitrator shall be final and binding upon the parties to such
      arbitration proceeding, with only such rights of appeal or review as are
      available under the Arbitration Act.

     

    (E)
      Except for the matters specifically addressed in the Arbitration Rules or
      hereafter in this Section 9(j)(ii) the procedural rules for the conduct of
      an
      arbitration under this Section 9(j)(ii) shall be established by the arbitrator
      consistent with the parties' intent that any arbitration hereunder is to be
      conducted in a streamlined and expedited manner, with limited discovery, and
      as
      economically as practicable. In addition, the following shall
      apply:

     

    (1)
      All
      costs
      and fees of counsel and expert witnesses shall be borne by the party incurring
      the same; and

     

    (2)
      The
      costs
      of the arbitrator shall be divided equally among the parties to any arbitration
      proceeding.

     

    (k) Entire
      Agreement; Amendment.
      This
      Agreement constitutes the entire agreement between the Company and you with
      respect to the subject matter hereof (except with respect to the NSO), and
      supersedes all prior discussions, promises, negotiations and agreements (whether
      written or oral). The parties agree that the NSO Agreement governs the terms
      of
      the NSO and if any provision of this Agreement conflict with the terms of the
      NSO Agreement, the terms of the NSO Agreement shall govern. This
      Agreement may be amended or modified only by a written agreement executed by
      the
      Company and you.

    


    (l) Tax
      Withholding.
      The
      Company may withhold from any amounts payable under this Agreement or otherwise
      all federal, state, city, or other taxes as may be required pursuant to any
      law
      or governmental regulation or ruling.

    


     

    


    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties hereto have executed or caused to be executed
      this
      Agreement as of the date first above written.

     

    
       

       

      EMPLOYEE:

      


       

       

      /s/
        Brian
        Ross 
        
          

        

      

      Brian
        Ross

       

       

      


       

      ACCELERIZE
        NEW MEDIA, INC.

       

      


       

      BY:     
        /s/ Chris Meredith 
        
          

        

      

      Chris
        Meredith

      Title:
        Chief Technology Officer

       

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

    


    [insert
      description of BCBS plan or attach copy of a bill with relevant
      information]