Accelerize New Media Inc. Stock Option Plan adopted December 15, 2006


     

    
      Exhibit
        10.1

       

      ACCELERIZE
        NEW MEDIA, INC.

       

      STOCK
        OPTION PLAN

       

      
        	1.	
                PURPOSE

              


      

       

      The
        purpose of this Accelerize New Media, Inc. Stock Option Plan (the “Plan”)
        is to
        encourage employees, directors and other individuals (whether or not employees)
        who render services to Accelerize New Media, Inc. (the “Company”)
        and
        its Subsidiaries (as hereinafter defined), to continue their association
        with
        the Company and its Subsidiaries by providing opportunities for them to
        participate in the ownership of the Company and in its future growth through
        the
        granting of options to acquire the Company’s stock (“Options”).
        The
        term “Subsidiary”
as
        used
        in the Plan means a corporation or other business entity of which the Company
        owns, directly or indirectly through an unbroken chain of ownership, fifty
        percent (50%) or more of the total combined voting power of all classes of
        stock, in the case of a corporation, or fifty percent (50%) or more of the
        total
        combined interests by value, in the case of any other type of business
        entity.

       

      
        	2.	
                ADMINISTRATION
                  OF THE PLAN

              


      

       

      (a) The
        Plan
        shall be administered by the Board of Directors of the Company (the
“Board”).
        The
        Board shall from time to time determine to whom Options shall be granted
        under
        the Plan, whether Options granted are intended to be incentive stock options
        (“ISOs”)
        or
        nonqualified stock options (“NSOs”),
        the
        terms of the Options and the number of shares of Common Stock (as hereinafter
        defined) that may be granted under Options. 

       

      (b) If
        the
        circumstances described in Section 2(d) are applicable, the Board shall
        delegate to the Compensation Committee of the Board (the “Compensation
        Committee”)
        the
        authority of the Board to make determinations and to take actions described
        in
        this Section 2 and elsewhere in the Plan. The Board may otherwise delegate
        to
        the Compensation Committee the authority to make such determinations and
        to take
        such actions as the Board shall determine in its discretion. The Compensation
        Committee shall report to the Board any such determinations made and actions
        taken pursuant to such delegated authority. 

       

      (c) The
        Board
        shall have the authority to adopt, amend and rescind such rules and regulations
        as, in its opinion, may be advisable in the administration of the Plan. All
        questions of interpretation and application of such rules and regulations
        of the
        Plan and of Options granted hereunder shall be subject to the determination
        of
        the Board, which shall be final and binding. The Plan shall be administered
        in
        such a manner as to permit those Options granted hereunder and specially
        designated under Section 5 hereof as an ISO to qualify as incentive stock
        options as described in Section 422 of the Internal Revenue Code of 1986,
        as
        amended (the “Code”).
        

       

      (d) For
        so
        long as Section 16 of the Securities Exchange Act of 1934, as amended from
        time
        to time (the “Exchange
        Act”),
        is
        applicable to the Company, each member of the Compensation Committee shall
        be a
“non-employee director” or the equivalent within the meaning of Rule 16b-3 under
        the Exchange Act and, during any period that Section 162(m) of the Code is
        applicable to the Company, an “outside director” within the meaning of Section
        162 of the Code and the regulations thereunder. With respect to persons subject
        to Section 16 of the Exchange Act (“Insiders”),
        transactions under the Plan are intended to comply with all applicable
        conditions of Rule 16b-3 or its successor under the Exchange Act. To the
        extent
        any provision of the Plan or action by the Board or Compensation Committee
        fails
        to so comply, it shall be deemed to be modified so as to be in compliance
        with
        such Rule or, if such modification is not possible, it shall be deemed to
        be
        null and void, to the extent permitted by law and deemed advisable by the
        Board
        or Compensation Committee.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	3.	
                STOCK
                  SUBJECT TO THE PLAN

              


      

       

      The
        total
        number of shares of capital stock of the Company that may be subject to Options
        under the Plan shall be 4,300,000 shares of the Company’s Common Stock, $.001
        par value per share (the “Common
        Stock”),
        from
        either authorized but unissued shares or treasury shares. If the circumstances
        described in Section 2(d) are applicable, the maximum number of shares of
        Common
        Stock subject to Options that may be granted to any individual in the aggregate
        in any calendar year shall not exceed 2,000,000 shares. The numbers of shares
        stated in this Section 3 shall be subject to adjustment in accordance with
        the
        provisions of Section 8. Shares of Common Stock subject to an Option that
        is not
        fully exercised prior to its expiration or other termination shall again
        become
        available for grant under the terms of the Plan. 

       

      
        	4.	
                ELIGIBILITY

              


      

       

      The
        individuals who shall be eligible to receive Option grants under the Plan
        shall
        be employees, directors and other individuals who render services to the
        management, operation or development of the Company or a Subsidiary and who
        have
        contributed or may be expected to contribute to the success of the Company
        or a
        Subsidiary. In determining the suitability of an individual to be granted
        an
        Option, as well as in determining the number of Options to be granted to
        any
        individual, the Board shall take into account the position and responsibilities
        of the individual being considered, the nature and value to the Company or
        its
        subsidiaries of his or her service and accomplishments, his or her present
        and
        potential contribution to the success of the Company or its subsidiaries,
        and
        such other factors as the Board may deem relevant. ISOs shall not be granted
        to
        any individual who is not an employee of the Company or a Subsidiary that
        is a
        corporation for federal tax purposes. The term “Optionee,” as used in the Plan,
        refers to any individual to whom an Option has been granted. 

       

      
        	5.	
                TERMS
                  AND CONDITIONS OF OPTIONS

              


      

       

      Every
        Option shall be evidenced by a written Stock Option Agreement in such form
        as
        the Board shall approve from time to time, specifying the number of shares
        of
        Common Stock that may be purchased pursuant to the Option, the time or times
        at
        which the Option shall become exercisable in whole or in part, whether the
        Option is intended to be an ISO or an NSO and such other terms and conditions
        as
        the Board shall approve, and containing or incorporating by reference the
        following terms and conditions.

       

      (a) Duration.
        Each
        Option shall expire ten years from its date of grant, provided,
        however,
        that no
        ISO granted to an employee who owns (directly or under the attribution rules
        of
        Section 424(d) of the Code) stock possessing more than ten percent (10%)
        of the
        total combined voting power of all classes of stock of the Company or any
        Subsidiary shall expire later than five (5) years from its date of
        grant.

       

      
        
          
          

        

        
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      (b) Exercise
        Price.
        The
        exercise price of each Option shall be any lawful consideration, as specified
        by
        the Board in its discretion; provided,
        however,
        that
        the price shall be in each case at least 100 percent of the Fair Market Value
        (as hereinafter defined) of the shares on the date on which the Board awards
        the
        Option, which shall be considered the date of grant of the Option for purposes
        of fixing the price; and provided,
        further,
        that
        the price with respect to an ISO granted to an employee who at the time of
        grant
        owns (directly or under the attribution rules of Section 424(d) of the Code)
        stock representing more than ten percent (10%) of the voting power of all
        classes of stock of the Company or of any Subsidiary shall be at least 110
        percent of the Fair Market Value of the shares on the date of grant of the
        ISO.
        For purposes of the Plan, except as may be otherwise explicitly provided
        in the
        Plan or in any Stock Option Agreement, the “Fair Market Value” of a share of
        Common Stock at any particular date shall be determined according to the
        following rules: (i) if the Common Stock is not at the time listed or admitted
        to trading on a stock exchange or the Nasdaq Stock Market, the Fair Market
        Value
        shall be the closing price of the Common Stock on the date in question in
        the
        over-the-counter market, as such price is reported in a publication of general
        circulation selected by the Board and regularly reporting the price of the
        Common Stock in such market, including any market that is outside of the
        United
        States; provided,
        however,
        that if
        the price of the Common Stock is not so reported, the Fair Market Value shall
        be
        determined in good faith by the Board, which may take into consideration
        (1) the
        price paid for the Common Stock in the most recent trade of a substantial
        number
        of shares known to the Board to have occurred at arm’s length between willing
        and knowledgeable investors, (2) an appraisal by an independent party or
        (3) any
        other method of valuation undertaken in good faith by the Board, or some
        or all
        of the above as the Board shall in its discretion elect; or (ii) if the Common
        Stock is at the time listed or admitted to trading on any stock exchange,
        including any market that is outside of the United States, or the Nasdaq
        Stock
        Market, then the Fair Market Value shall be the mean between the lowest and
        highest reported sale prices (or the highest reported bid price and the lowest
        reported asked price) of the Common Stock on the date in question on the
        principal exchange or the Nasdaq Stock Market, as the case may be, on which
        the
        Common Stock is then listed or admitted to trading. If no reported sale of
        Common Stock takes place on the date in question on the principal exchange
        or
        the Nasdaq Stock Market, as the case may be, then the most recent previous
        reported closing sale price of the Common Stock (or, in the Board’s discretion,
        the reported closing asked price) of the Common Stock on such date on the
        principal exchange or the Nasdaq Stock Market, as the case may be, shall
        be
        determinative of Fair Market Value.

       

      (c) Method
        of Exercise.
        

       

      (i) To
        the
        extent that it has become exercisable under the terms of the Stock Option
        Agreement, an Option may be exercised from time to time by notice acceptable
        to
        the Chief Executive Officer of the Company, or his or her delegate, stating
        the
        number of shares with respect to which the Option is being exercised and
        accompanied by payment of the exercise price in cash or check payable to
        the
        Company, or, if the Stock Option Agreement so provides, other payment or
        deemed
        payment described in this Section 5(c), or by means of a “cashless exercise” as
        described in Section 5(c)(ii). Such notice shall be delivered in person to
        the Chief Executive Officer of the Company, or his or her delegate, or shall
        be
        sent by registered mail, return receipt requested, to the Chief Executive
        Officer of the Company, or his or her delegate, in which case delivery shall
        be
        deemed made on the date such notice is deposited in the mail.

       

      
        
          
          

        

        
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      (ii) An
        Option
        may be exercised by means of a “cashless exercise” procedure in which a broker
        reasonably acceptable to the Company (a) transmits the exercise price to
        the
        Company in cash or acceptable cash equivalents, either (i) against the
        Optionee’s notice of exercise and the Company’s confirmation that it will
        deliver to the broker stock certificates issued in the name of the broker
        for at
        least that number of shares having a fair market value equal to the exercise
        price, or (ii) as the proceeds of a margin loan to the Optionee; or
        (b) agrees to pay the exercise price to the Company in cash or acceptable
        cash equivalents upon the broker’s receipt from the Company of stock
        certificates issued in the name of the broker for at least that number of
        shares
        having a fair market value equal to the exercise price. The Optionee’s notice of
        exercise of an Option pursuant to a “cashless exercise” procedure must include
        the name and address of the broker involved, a clear description of the
        procedure, and such other information or undertaking by the broker as the
        Company shall reasonably require.

       

      (iii) Alternatively,
        if so permitted by the Stock Option Agreement, payment of the exercise price
        may
        be made:

       

      (1) In
        whole
        or in part in shares of Common Stock already owned by the Optionee or to
        be
        received upon exercise of the Option; provided,
        however,
        that
        such shares are fully vested and free of all liens, claims and encumbrances
        of
        any kind; and provided,
        further,
        that
        the Optionee may not make payment in shares of Common Stock that he acquired
        upon the earlier exercise of any ISO (or other “incentive stock option”), unless
        he has held the shares for at least two years after the date the ISO was
        granted
        and at least one year after the date the ISO was exercised. If payment is
        made
        in whole or in part in shares of Common Stock, then the Optionee shall deliver
        to the Company stock certificates registered in his or her name representing
        a
        number of shares of Common Stock legally and beneficially owned by him, fully
        vested and free of all liens, claims and encumbrances of every kind and having
        a
        Fair Market Value on the date of delivery that is not greater than the exercise
        price, such stock certificates to be duly endorsed, or accompanied by stock
        powers duly endorsed, by the record holder of the shares represented by such
        stock certificates. If the exercise price exceeds the Fair Market Value of
        the
        shares for which stock certificates are delivered, the Optionee shall also
        deliver cash or a check payable to the order of the Company in an amount
        equal
        to the amount of that excess or, if the Stock Option Agreement so provides,
        his
        or her promissory note as described in paragraph (2) of this Section 5(c)(iii);
        or

       

      (2) Except
        to
        the extent prohibited by applicable law, by payment in cash of the par value
        of
        the Common Stock to be acquired and by payment of the balance of the exercise
        price in whole or in part by delivery of the Optionee’s recourse promissory
        note, in a form specified by the Company, secured by the Common Stock acquired
        upon exercise of the Option and such other security as the Board may
        require.

       

      (iv) At
        the
        time specified in an Optionee’s notice of exercise, the Company shall, without
        issue or transfer tax to the Optionee, deliver to him at the main office
        of the
        Company, or such other place as shall be mutually acceptable, a stock
        certificate for the shares as to which his or her Option is exercised. If
        the
        Optionee fails to pay for or to accept delivery of all or any part of the
        number
        of shares specified in his or her notice upon tender of delivery thereof,
        his or
        her right to exercise the Option with respect to those shares shall be
        terminated, unless the Company otherwise agrees.

       

      
        
          
          

        

        
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      (d) Exercisability.
        An
        Option may be exercised in whole or in part, to the extent and subject to
        the
        terms and conditions that the Board in its discretion may provide in the
        Stock
        Option Agreement. Such terms and conditions may include provisions for exercise
        within twelve (12) or fewer months after his or her death or disability (within
        the meaning of Section 22(e)(3)) of the Code, provided
        that no
        Option shall be exercisable after the expiration of the period described
        in
        paragraph (a) above. Except as the Board in its discretion may otherwise
        provide
        in the Stock Option Agreement, an Option shall cease to be exercisable upon
        the
        expiration of three (3) months following the termination of the Optionee’s
        employment with, or his or her other provision of services to, the Company
        or a
        Subsidiary, subject to paragraph (a) above and Section 9 hereof. 

       

      (e) Notice
        of ISO Stock Disposition.
        The
        Optionee must notify the Company promptly in the event that he sells, transfers,
        exchanges or otherwise disposes of any shares of Common Stock issued upon
        exercise of an ISO before the later of (i) the second anniversary of the
        date of
        grant of the ISO and (ii) the first anniversary of the date the shares were
        issued upon his or her exercise of the ISO.

       

      (f) No
        Rights as Stockholder.
        An
        Optionee shall have no rights as a stockholder with respect to any shares
        covered by an Option until the date of issuance of a stock certificate to
        him
        for the shares. No adjustment shall be made for dividends or other rights
        for
        which the record date is earlier than the date the stock certificate is issued,
        other than as required or permitted pursuant to Section 8.

       

      (g) Transferability
        of Options.
        Options
        shall not be transferable by the Optionee otherwise than by will or under
        the
        laws of descent and distribution, and shall be exercisable during his or
        her
        lifetime only by the Optionee, except that the Board may specify in a Stock
        Option Agreement that pertains to an NSO that the Optionee may transfer such
        NSO
        to a member of the Immediate Family of the Optionee, to a trust solely for
        the
        benefit of the Optionee and the Optionee’s Immediate Family, or to a partnership
        or limited liability company whose only partners or members are the Optionee
        and
        members of the Optionee’s Immediate Family. “Immediate Family” shall mean, with
        respect to any Optionee, such Optionee’s child, stepchild, spouse, son-in-law or
        daughter-in-law, and shall include adoptive relationships. 

       

      
        	6.	
                METHOD
                  OF GRANTING OPTIONS

              


      

       

      The
        grant
        of Options shall be made by action of the Board at a meeting at which a quorum
        of its members is present, or by unanimous written consent of all its members,
        provided,
        however,
        that if
        an individual to whom a grant has been made fails to execute and deliver
        to the
        Board a Stock Option Agreement within thirty (30) days after it is submitted
        to
        him, the Option under the agreement shall be voidable by the Company at its
        election, without further notice to the grantee.

       

      
        
          
          

        

        
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        	7.	
                REQUIREMENTS
                  OF LAW

              


      

       

      The
        Company shall not be required to sell or issue any shares upon the exercise
        of
        any Option if the issuance of such shares will result in a violation by the
        Optionee or the Company of any provisions of any law, statute or regulation
        of
        any governmental authority. Specifically, in connection with the Securities
        Act
        of 1933, as amended from time to time (the “Securities
        Act”),
        upon
        the exercise of any Option, the Company shall not be required to issue shares
        unless the Board has received evidence satisfactory to it to the effect that
        the
        holder of the Option will not transfer such shares except pursuant to a
        registration statement in effect under the Securities Act or unless an opinion
        of counsel satisfactory to the Company has been received by the Company to
        the
        effect that registration is not required. Any determination in this connection
        by the Board shall be conclusive. The Company shall not be obligated to take
        any
        other affirmative action in order to cause the exercise of an Option to comply
        with any law or regulations of any governmental authority, including, without
        limitation, the Securities Act or applicable state securities laws.

       

      
        	8.	
                CHANGES
                  IN CAPITAL STRUCTURE

              


      

       

      (a) In
        the
        event that the outstanding shares of Common Stock are hereafter exchanged
        for a
        different number or kind of shares or other securities of the Company, by
        reason
        of a reorganization, recapitalization, exchange of shares, stock split,
        combination of shares or dividend payable in shares or other securities,
        a
        corresponding adjustment shall be made by the Board in the number and kind
        of
        shares or other securities covered by outstanding Options and for which Options
        may be granted under the Plan. Any such adjustment in outstanding Options
        shall
        be made without change in the total price applicable to the unexercised portion
        of the Option, but the price per share specified in each Stock Option Agreement
        shall be correspondingly adjusted, provided,
        however,
        that no
        adjustment shall be made with respect to an ISO that would constitute a
        modification as defined in Section 424 of the Code without the consent of
        the
        holder. Any such adjustment made by the Board shall be conclusive and binding
        upon all affected persons, including the Company and all Optionees.

       

      (b) If,
        while
        unexercised Options remain outstanding under the Plan, the Company merges
        or
        consolidates with a wholly-owned Subsidiary for the purpose of reincorporating
        itself under the laws of another jurisdiction, the Optionees will be entitled
        to
        acquire shares of common stock of the reincorporated Company upon the same
        terms
        and conditions as were in effect immediately prior to such reincorporation
        (unless such reincorporation involves a change in the number of shares or
        the
        capitalization of the Company, in which case proportional adjustments shall
        be
        made as provided above) and the Plan, unless otherwise rescinded by the Board,
        will remain the Plan of the reincorporated Company. 

       

      (c) Except
        as
        otherwise provided in the preceding paragraph, if the Company is merged or
        consolidated with another corporation, whether or not the Company is the
        surviving entity, or if the Company is liquidated or sells or otherwise disposes
        of all or substantially all of its assets to another entity while unexercised
        Options remain outstanding under the Plan, or if other circumstances occur
        in
        which the Board in its sole and absolute discretion deems it appropriate
        for the
        provisions of this paragraph to apply (in each case, an “Applicable
        Event”),
        then:
        (i) in the discretion of the Board, each holder of an outstanding Option
        shall be entitled, upon exercise of the Option, to receive in lieu of shares
        of
        Common Stock, such stock or other securities or property as he or she would
        have
        received had he exercised the Option immediately prior to the Applicable
        Event;
        or (ii) the Board, may in its discretion, waive, generally or in one or
        more specific cases, any limitations imposed on exercise (including without
        limitation a change in any existing vesting schedule) so that some or all
        Options shall be exercisable from and after a date prior to the effective
        date
        of such Applicable Event, as specified by the Board in its discretion, or
        (iii) the Board may, in its discretion, convert some or all Options into
        Options to purchase the stock or other securities of the surviving corporation
        pursuant to such Applicable Event; or (iv) the Board may, in its
        discretion, convert the outstanding and unexercised options to purchase stock
        or
        other securities of any corporation into Options to purchase Common Stock,
        whether pursuant to the Plan or not, pursuant to an Applicable Event; or
        (v) the Board may, in its discretion, cancel all outstanding and
        unexercised Options as of the effective date of any such Applicable Event;
        provided,
        however,
        that
        notice of any cancellation pursuant to clause (v) shall be given to each
        holder of an Option not less than thirty (30) days preceding the effective
        date
        of such Applicable Event; and provided,
        further,
        that
        the Board may, in its discretion, waive, generally or in one or more specific
        instances, any limitations imposed on exercise (including a change in any
        existing vesting schedule) with respect to any Option so that such Option
        shall
        be exercisable in full or in part during such thirty (30) day period, as
        the
        Board may, in its discretion, determine. 

       

      
        
          
          

        

        
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      (d) Except
        as
        expressly provided to the contrary in this Section 8, the issuance by the
        Company of shares of stock of any class for cash or property or for services,
        either upon direct sale or upon the exercise of rights or warrants, or upon
        conversion of shares or obligations of the Company convertible into such
        shares
        or other securities, shall not affect the number, class or price of shares
        of
        Common Stock then subject to outstanding Options.

       

      
        	9.	
                FORFEITURE
                  FOR DISHONESTY OR TERMINATION FOR
                  CAUSE

              


      

       

      Notwithstanding
        any provision of the Plan to the contrary, if the Board determines, after
        full
        consideration of the facts, that:

       

      (a) the
        Optionee has been engaged in fraud, embezzlement or theft in the course of
        his
        or her employment by or involvement with the Company or a Subsidiary, has
        made
        unauthorized disclosure of trade secrets or other proprietary information
        of the
        Company or a Subsidiary or of a third party who has entrusted such information
        to the Company or a Subsidiary, or has been convicted of a felony or any
        crime
        that reflects negatively upon the Company; or

       

      (b) the
        Optionee has violated the terms of any employment, noncompetition,
        nonsolicitation, confidentiality, nondisclosure or other agreement with the
        Company to which he is a party; or

       

      (c) the
        employment or involvement with the Company or a Subsidiary of the Optionee
        was
        terminated for “cause,” as defined in any agreement with the Optionee governing
        his or her relationship with the Company, or if there is no such agreement,
        as
        determined by the Board, which may determine that “cause” includes among other
        matters the willful failure or refusal of the Optionee to perform and carry
        out
        his or her assigned duties and responsibilities diligently and in a manner
        satisfactory to the Board; then the Optionee’s right to exercise an Option shall
        terminate as of the date of such act (in the case of (a) or (b)) or such
        termination (in the case of (c)), the Optionee shall forfeit all unexercised
        Options and the Company shall have the right to repurchase all or any part
        of
        the shares of Common Stock acquired by the Optionee upon any previous exercise
        of any Option, whether then vested or unvested, at a price equal to the lower
        of
        (x) the amount paid to the Company upon such exercise or acquisition, or
        (y) the
        Fair Market Value of such shares at the time of repurchase. If an Optionee
        whose
        behavior the Company asserts falls within the provisions of the clauses above
        has exercised or attempts to exercise an Option prior to consideration of
        the
        application of this Section 9 or prior to a decision of the Board, the Company
        shall not be required to recognize such exercise until the Board has made
        its
        decision and, in the event any exercise shall have taken place, it shall
        be of
        no force and effect (and shall be void ab initio)
        if the
        Board makes an adverse determination; provided,
        however,
        that if
        the Board finds in favor of the Optionee then the Optionee will be deemed
        to
        have exercised the Option retroactively as of the date he or she originally
        gave
        notice of his or her attempt to exercise or actual exercise, as the case
        may be.
        The decision of the Board as to the cause of an Optionee’s discharge and the
        damage done to the Company shall be final, binding and conclusive. No decision
        of the Board, however, shall affect in any manner the finality of the discharge
        of such Optionee by the Company. For purposes of this Section 9, reference
        to
        the Company shall include any Subsidiary.

       

      
        
          
          

        

        
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        	10.	
                REPURCHASE
                  RIGHTS OF THE COMPANY; CERTAIN AGREEMENTS


              


      

       

      (a) Unless
        the Optionee’s Stock Option Agreement specifically provides to the contrary, the
        provisions of this paragraph of Section 10 shall apply to the shares of Common
        Stock acquired on exercise of each Option granted under the Plan during any
        period that such Common Stock is not admitted to trading on a stock exchange
        or
        the Nasdaq Stock Market. Shares of Common Stock acquired pursuant to an Option
        granted under the Plan shall not be transferred without the written consent
        of
        the Board. The Company shall have the right to repurchase all or any of such
        shares of Common Stock at a price equal to the Fair Market Value of the shares
        of Common Stock at the time of repurchase. In addition, if at the time of
        termination of an Optionee’s employment or other service relationship with the
        Company or a Subsidiary he holds an Option granted under the Plan that is
        by its
        terms exercisable after such termination, the Company shall have the right
        to
        repurchase all or any part of the shares of Common Stock acquired pursuant
        to
        the exercise of the Option, at a price equal to that described in the preceding
        sentence. The Company’s right to repurchase shares of Common Stock may be
        exercised at any time, in the sole discretion of the Board. Nothing in the
        Plan
        shall be construed to give any person the right to require the Company to
        purchase any Common Stock acquired pursuant to an Option, and in any given
        instance the Company may take any one or more of the actions permitted under
        this Section 10 without taking all of them.

       

      (b) Without
        limiting the foregoing, the Board may provide in an Optionee’s Stock Option
        Agreement that any exercise of such Option is conditioned on the Optionee’s
        execution of one or more agreements or other documents concerning investment
        intent, transfer restrictions, and such other matters as the Board may deem
        appropriate.

       

      
        	11.	
                MISCELLANEOUS

              


      

       

      (a) No
        Guarantee of Employment or Other Service Relationship.
        Neither
        the Plan nor any Stock Option Agreement shall give an employee the right
        to
        continue in the employment of the Company or a Subsidiary or give the Company
        or
        a Subsidiary the right to require an employee to continue in employment.
        Neither
        the Plan nor any Stock Option Agreement shall give a director or other service
        provider the right to continue to perform services for the Company or a
        Subsidiary or give the Company or a Subsidiary the right to require the director
        or service provider to continue to perform services.

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

      (b) Tax
        Withholding.
        To the
        extent required by law, the Company shall withhold or cause to be withheld
        income and other taxes with respect to any income recognized by an Optionee
        by
        reason of the exercise of an Option, and as a condition to the receipt of
        any
        Common Stock the Optionee shall agree that if the amount payable to him by
        the
        Company and any Subsidiary in the ordinary course is insufficient to pay
        such
        taxes, then he shall upon the request of the Company pay to the Company an
        amount sufficient to satisfy its tax withholding obligations.

       

      Without
        limiting the foregoing, the Board may in its discretion permit any Optionee’s
        withholding obligation to be paid in whole or in part in the form of shares
        of
        Common Stock by withholding from the shares to be issued or by accepting
        delivery from the Optionee of shares already owned by him. The Fair Market
        Value
        of the shares for such purposes shall be determined as set forth in Section
        5(b). An Optionee may not make any such payment in the form of shares of
        Common
        Stock acquired upon the exercise of an ISO until the shares have been held
        by
        him for at least two years after the date the ISO was granted and at least
        one
        year after the date the ISO was exercised. If payment of withholding taxes
        is
        made in whole or in part in shares of Common Stock, the Optionee shall deliver
        to the Company stock certificates registered in his or her name representing
        shares of Common Stock legally and beneficially owned by him, fully vested
        and
        free of all liens, claims and encumbrances of every kind, duly endorsed or
        accompanied by stock powers duly endorsed by the record holder of the shares
        represented by such stock certificates. If the Optionee is subject to Section
        16(a) of the Exchange Act, his or her ability to pay his or her withholding
        obligation in the form of shares of Common Stock shall be subject to such
        additional restrictions as may be necessary to avoid any transaction that
        might
        give rise to liability under Section 16(b) of the Exchange Act.

       

      (c) Use
        of
        Proceeds.
        The
        proceeds from the sale of shares pursuant to Options shall constitute general
        funds of the Company.

       

      (d) Construction.
        All
        masculine pronouns used in the Plan shall include both sexes; the singular
        shall
        include the plural and the plural the singular unless the context otherwise
        requires. The titles of the sections of the Plan are included for convenience
        only and shall not be construed as modifying or affecting their provisions.
        All
        other provisions of this Plan notwithstanding, this Plan shall be administered
        and construed so as to avoid any person who receives an Option grant incurring
        any adverse tax consequences under Internal Revenue Code Section 409A. The
        Board
        of Directors shall suspend the application of any provision of the Plan which
        could, in the sole determination of the Board of Directors, result in an
        adverse
        tax consequence to any person under Internal Revenue Code Section
        409A.

       

      (e) Governing
        Law.
        The
        Plan shall be governed by and construed in accordance with the laws of the
        State
        of New York, without regard to the principles of conflict of laws.

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

      
        	12.	
                EFFECTIVE
                  DATE, DURATION, AMENDMENT AND TERMINATION OF
                  PLAN

              


      

       

      The
        Plan
        shall be effective as of _______, 2006, subject to ratification by (a) the
        holders of a majority of the outstanding shares of capital stock present,
        or
        represented, and entitled to vote thereon (voting as a single class) at a
        duly
        held meeting of the stockholders of the Company or (b) by the written consent
        of
        the holders of a majority (or such greater percentage as may be prescribed
        under
        the Company’s charter, by-laws and applicable state law) of the capital stock of
        the Company entitled to vote thereon (voting as a single class), in either
        case
        within twelve months after such date. Options that are conditioned upon the
        ratification of the Plan by the stockholders may be granted prior to
        ratification. The Board may grant Options under the Plan from time to time
        until
        the close of business on __________, 2016. The Board may at any time amend
        the
        Plan; provided,
        however,
        that
        without approval of the Company’s stockholders there shall be no: (a) change in
        the number of shares of Common Stock that may be issued under the Plan, except
        by operation of the provisions of Section 8, either to any one Optionee or
        in
        the aggregate; (b) change in the class of persons eligible to receive Options;
        or (c) other change in the Plan that requires stockholder approval under
        applicable law. No amendment shall adversely affect outstanding Options without
        the consent of the Optionee. The Plan may be terminated at any time by action
        of
        the Board, but any such termination will not terminate any Option then
        outstanding without the consent of the Optionee.

       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      


      [Form
        of
        Stock Option Agreement]

       

      All
        of the terms of this Agreement and the information herein are
        confidential.

       

      This
        Stock Option Agreement (this “Agreement”)
        is
        made as of this       
        day
        of
                                 
        by and
        between Accelerize New Media, Inc., a Delaware corporation (the
        “Company”),
        and
                  
        (the
“Optionee”).

       

      WITNESSETH
        THAT:

       

      WHEREAS,
        the Company has instituted the “Accelerize New Media, Inc. Stock Option Plan”
(the “Plan”);
        and

       

      WHEREAS,
        the Board of Directors of the Company (the “Board”)
        has
        granted to the Optionee a stock option upon the terms and subject to the
        conditions of this Agreement and of the Plan (which is hereby incorporated
        herein); and

       

      WHEREAS,
        the Board has designated this stock option [an incentive / a non-qualified]
        stock option in accordance with the Plan.

       

      NOW,
        THEREFORE, in consideration of the premises and the mutual covenants and
        agreements herein contained, the Company and the Optionee agree as
        follows:

       

      1. Grant.
        Subject
        to the terms and conditions hereinafter set forth and the terms and conditions
        of the Plan, the Company (which term shall include, unless the context otherwise
        clearly requires, all Subsidiaries of the Company) hereby grants to the Optionee
        the following option (the “Option”)
        to
        purchase from the Company the number of shares specified in Schedule 1
        attached
        hereto of the Common Stock, $.001 par value per share (the “Common
        Stock”),
        of
        the Company.

       

      2. Exercise
        Price and Further Conditions.
        (a)
        This Option may be exercised at the exercise price per share of Common Stock
        set
        forth in Schedule 1
        attached
        hereto, subject to adjustment as provided herein and in the Plan.

       

      (b)
        Pursuant to Section 10 of the Plan, the exercise of this Option may also
        be
        conditioned on the Optionee’s execution of certain letter agreements or other
        documents, including, without limitation, those expressly referred to
        herein.

      


      3. Term
        and Exerciseability of Option.
        The
        Option may be exercised only to the extent vested from time to time. Subject
        to
        the provisions below, this Option will vest [100% on the first anniversary
        of
        the date of grant] [331⁄3% on the first anniversary of the date of grant, 662⁄3% on
        the second anniversary thereof and 100% on the third anniversary thereof].
        

       

      (a) Vesting
        will cease upon the termination of the Optionee’s employment with the Company or
        any affiliate of the Company, except if such termination is involuntary and
        without cause (as defined in the employment agreement between the Optionee
        and
        the Company of even date herewith) then the Board shall determine whether
        vesting shall cease or continue. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (b) An
        Option
        that is otherwise exercisable under the Plan and this Agreement must be
        exercised within six months of the termination of Optionee’s employment with the
        Company. This Option shall expire and no longer be exercisable with respect
        to
        vested and unvested shares six months after termination of Optionee’s employment
        with the Company. Notwithstanding anything to the contrary above, if such
        termination is without cause (as defined in the employment agreement between
        the
        Optionee and the Company of even date herewith) then the Board shall determine
        exercisability and termination of Option.

       

      (c) This
        Option shall fully vest and become exercisable immediately prior to the
        effective date of a Change of Control.

       

      (d) For
        purposes of this Agreement, the term “Change in Control” shall mean (i) the sale
        of all or substantially all of the assets of the Company, (ii) the sale of
        more
        than 50% of the outstanding capital stock of the Company in a non-public
        sale,
        (iii) the dissolution or liquidation of the Company, or (iv) any merger,
        share
        exchange, consolidation or other reorganization or business combination of
        the
        Company if immediately after such transaction of either (A) persons who were
        directors of the Company immediately prior to such transaction do not constitute
        at least a majority of the directors of the surviving entity, or (B) persons
        who
        hold a majority of the voting capital stock of the surviving entity are not
        persons who held a majority of the voting capital stock of the Company
        immediately prior to the transaction; provided,
        however,
        that
        the term “Change in Control” shall not include a public offering of capital
        stock of the Company that is effected pursuant to a registration statement
        filed
        with, and declared effective by, the Securities and Exchange Commission under
        the Securities Act of 1933.

       

      (e) If
        the
        Optionee dies before this Option has been exercised in full, the executor,
        administrator or personal representative of the estate of the Optionee may
        exercise this Option as set forth in this paragraph.

       

      


      [Optional
        409A Safe Harbor Provision

      An
        Option
        that is otherwise exercisable under the Plan and this Agreement may be exercised
        solely in connection with the first to occur of the following Specified Events
        and as further provided as follows:

       

      
        	 	
                (1)

              	
                If
                  the Optionee ceases to be employed, the Option shall be exercisable
                  as set
                  forth in the Plan, provided, however, that (a) the Option shall
                  not be
                  exercisable following the December 31 after the Optionee ceases
                  to be
                  employed; (b) if the date the Optionee ceases to be employed occurs
                  in
                  December of any year, the Option shall not be exercisable during
                  such
                  December but, in lieu thereof, shall be exercisable during the
                  period
                  beginning January 1 and ending on the last day of February of the
                  following calendar year; and (c) the Option shall be exercisable
                  after the
                  Optionee ceases to be employed only if such event constitutes a
                  separation
                  from service within the meaning of Section 409A(a)(2)(A) of the
                  Code,
                  applicable regulations and other authority thereunder, and any
                  successor
                  provision;

              


      

      


      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

      
        	 	
                (2)

              	
                In
                  connection with any change in the ownership or effective control
                  of the
                  Company or any affiliate thereof, or in the ownership of a substantial
                  portion of the assets of the Company or any affiliate thereof,
                  provided
                  that such change constitutes a permissible distribution event under
                  Section 409A(a)(2)(A) of the Code, applicable regulations and other
                  authority thereunder and, further provided, that in the case of
                  such
                  event, the Option shall be exercisable solely within a specified
                  period
                  within a single calendar year that shall be announced by the Board
                  in
                  connection with such event; 

              


      

      


      
        	 	
                (3)

              	
                In
                  connection with a termination of the Plan in connection with an
                  event
                  specified in Prop. Treas. Reg. § 1.409A-3(h)(2)(viii) or any
                  successor provision, in which case the Option shall be exercisable
                  during
                  a specified period within a single calendar year that shall be
                  announced
                  by the Board in connection with such event; and


              


      

      


      
        	 	
                (4)

              	
                At
                  any time during the calendar year 2016 on or prior to the expiration
                  date
                  specified in Schedule 1.]

              


      

      


      


      4. Method
        of Exercise.
        To the
        extent that the right to purchase shares of Common Stock is exercisable
        hereunder, this Option may be exercised from time to time by notice acceptable
        to the Company substantially in the form attached hereto as Exhibit
        A
        stating
        the number of shares with respect to which this Option is being exercised
        and
        accompanied by payment in full of the exercise price for the number of shares
        to
        be delivered by cash or check or by issuance of a recourse promissory note
        to
        the Company in the form specified by the Company, due and payable within
        one
        year. Any exercise of less than all the options that are vested at the time
        of
        exercise must be for a minimum of ten (10) shares. As soon as practicable
        after
        its receipt of such notice, the Company shall, without transfer or issue
        tax to
        the Optionee (or other person entitled to exercise this Option), deliver
        to the
        Optionee (or other person entitled to exercise this Option), at the principal
        executive offices of the Company or such other place as shall be mutually
        acceptable, a stock certificate or certificates for such shares out of
        theretofore authorized but unissued shares or reacquired shares of its Common
        Stock as the Company may elect; provided,
        however,
        that
        the time of such delivery may be postponed by the Company for such period
        as may
        be required for it with reasonable diligence to comply with any applicable
        requirements of law.

       

      5. Nonassignability
        of Option Rights.
        This
        Option shall not be assignable or transferable by the Optionee except by
        will or
        by the laws of descent and distribution and during the life of the Optionee,
        this Option shall be exercisable only by him. 

       

      6. Forfeiture
        for Dishonesty or Termination for Cause.
        Notwithstanding any provision of this Agreement to the contrary, if the Board
        determines, after full consideration of the facts, that:

       

      (a) the
        Optionee has been engaged in fraud, embezzlement or theft in the course of
        his
        or her employment by or involvement with the Company or a Subsidiary, has
        made
        unauthorized disclosure of trade secrets or other proprietary information
        of the
        Company or a Subsidiary or of a third party who has entrusted such information
        to the Company or a Subsidiary, or has been convicted of a felony or any
        crime
        that reflects negatively upon the Company; or

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

      (b) the
        Optionee has violated the terms of any employment, noncompetition,
        nonsolicitation, confidentiality, nondisclosure or other agreement with the
        Company to which he is a party; or

       

      (c) the
        employment or involvement with the Company or a Subsidiary of the Optionee
        was
        terminated for “cause,” as defined in any agreement with the Optionee governing
        his or her relationship with the Company, or if there is no such agreement,
        as
        determined by the Board, which may determine that “cause” includes among other
        matters the willful failure or refusal of the Optionee to perform and carry
        out
        his or her assigned duties and responsibilities diligently and in a manner
        satisfactory to the Board; 

       

      then
        the
        Optionee’s right to exercise this Option shall terminate as of the date of such
        act (in the case of (a) or (b)) or such termination (in the case of (c)),
        the
        Optionee shall forfeit the unexercised portion of this Option and the Company
        shall have the right to repurchase all or any part of the shares of Common
        Stock
        acquired by the Optionee upon any previous exercise of this Option, at a
        price
        equal to the lower of (x) the amount paid to the Company upon such exercise,
        or
        (y) the Fair Market Value of such shares at the time of repurchase. If the
        Company asserts that the Optionee’s behavior falls within the provisions of the
        clauses above and the Optionee has exercised or attempts to exercise this
        Option
        prior to consideration of the application of this Section 6 or prior to a
        decision of the Board, the Company shall not be required to recognize such
        exercise until the Board has made its decision and, in the event any exercise
        shall have taken place, it shall be of no force and effect (and shall be
        void
ab initio)
        if the
        Board makes an adverse determination; provided,
        however,
        that if
        the Board finds in favor of the Optionee then the Optionee will be deemed
        to
        have exercised this Option retroactively as of the date he originally gave
        notice of his or her attempt to exercise or actual exercise, as the case
        may be.
        The decision of the Board as to the cause of the Optionee’s discharge and the
        damage done to the Company shall be final, binding and conclusive. No decision
        of the Board, however, shall affect in any manner the finality of the discharge
        of the Optionee by the Company. For purposes of this Section 6, reference
        to the
        Company shall include any Subsidiary.

       

      7. Confidentiality.
        The
        Optionee hereby agrees that the entire contents of this Agreement are
        confidential at all times, and that the Option’s exercisability is conditioned
        on his or her compliance with this covenant; provided,
        however,
        that
        the Optionee may disclose the contents of this Agreement to his or her spouse
        and to his or her legal and financial advisors. 

       

      8. Compliance
        with Securities Act.
        The
        Company shall not be obligated to sell or issue any shares of Common Stock
        or
        other securities pursuant to the exercise of this Option unless the shares
        of
        Common Stock or other securities with respect to which this Option is being
        exercised are at that time effectively registered or exempt from registration
        under the Securities Act and applicable state securities laws. In the event
        shares or other securities shall be issued that shall not be so registered,
        the
        Optionee hereby represents, warrants and agrees that he or she will receive
        such
        shares or other securities for investment and not with a view to their resale
        or
        distribution, and will execute an appropriate investment letter satisfactory
        to
        the Company and its counsel.

       

      The
        Optionee further hereby agrees that as a condition to the purchase of shares
        upon exercise of this Option, he will, if requested, execute an agreement
        in a
        form acceptable to the Company to the effect that the shares shall be subject
        to
        any underwriter’s lock-up agreement in connection with a public offering of any
        securities of the Company that may from time to time apply to shares held
        by
        officers and employees of the Company.

      


      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

      9. Legends.
        The
        Optionee hereby acknowledges that the stock certificate or certificates
        evidencing shares of Common Stock or other securities issued pursuant to
        any
        exercise of this Option may bear a legend setting forth the restrictions
        on
        their transferability described in Section 8 hereof.

       

      10. Rights
        as Stockholder.
        The
        Optionee shall have no rights as a stockholder with respect to any shares
        of
        Common Stock or other securities covered by this Option until the date of
        issuance of a certificate to him or her for such shares or other securities.
        No
        adjustment shall be made for dividends or other rights for which the record
        date
        is prior to the date such stock certificate is issued, except as required
        or
        permitted by Section 8 of the Plan.

       

      11. Withholding
        Taxes.
        The
        Optionee hereby agrees, as a condition to any exercise of this Option, to
        provide to the Company an amount sufficient to satisfy its obligation to
        withhold certain federal, state and local taxes arising by reason of such
        exercise (the “Withholding
        Amount”),
        if
        any, by (a) authorizing the Company and/or a Subsidiary to withhold the
        Withholding Amount from his or her cash compensation or (b) remitting the
        Withholding Amount to the Company in cash; provided,
        however,
        that to
        the extent that the Withholding Amount is not provided by one or a combination
        of such methods, the Company in its sole and absolute discretion may refuse
        to
        issue such shares of Common Stock or may withhold from the shares of Common
        Stock delivered upon exercise of this Option that number of shares having
        a Fair
        Market Value, on the date of exercise, sufficient to eliminate any deficiency
        in
        the Withholding Amount.

       

      12. Notice
        of Disqualifying Disposition.
        If this
        Option is an incentive stock option, the Optionee agrees to notify the Company
        promptly in the event that he sells, transfers, exchanges or otherwise disposes
        of any shares of Common Stock issued upon exercise of the Option before the
        later of (i) the second anniversary of the date of grant of the Option and
        (ii)
        the first anniversary of the date the shares were issued upon his or her
        exercise of the Option.

       

      13. Termination
        or Amendment of Plan.
        The
        Board may in its sole and absolute discretion at any time terminate or from
        time
        to time modify and amend the Plan, but no such termination or amendment will
        affect rights and obligations under this Option, to the extent it is then
        in
        effect and unexercised.

       

      14. Effect
        Upon Employment.
        Nothing
        in this Option or the Plan shall be construed to impose any obligation upon
        the
        Company or any Subsidiary to employ or retain in its employ, or continue
        its
        involvement with, the Optionee.

       

      15. Time
        for Acceptance.
        Unless
        the Optionee shall evidence his or her acceptance of this Option by executing
        this Agreement and returning it to the Company within thirty (30) days after
        its
        delivery to him, the Option and this Agreement shall, in the discretion of
        the
        Company, be null and void.

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

      16. General
        Provisions.

       

      16.1
        Amendment;
        Waivers.
        This
        Agreement, including the Plan, contains the full and complete understanding
        and
        agreement of the parties hereto as to the subject matter hereof and, except
        as
        otherwise permitted by the express terms of the Plan and this Agreement,
        it may
        not be modified or amended, nor may any provision hereof be waived, except
        by a
        further written agreement duly signed by each of the parties; provided,
        however,
        that a
        modification or amendment that does not adversely affect the rights of the
        Optionee hereunder, as they may exist immediately before the effective date
        of
        the modification or amendment, shall be effective upon written notice of
        its
        provisions to the Optionee. The waiver by either of the parties hereto of
        any
        provision hereof in any instance shall not operate as a waiver of any other
        provision hereof or in any other instance.

       

      16.2
        Binding
        Effect.
        This
        Agreement shall inure to the benefit of and be binding upon the parties hereto
        and, to the extent provided herein and in the Plan, their respective heirs,
        executors, administrators, representatives, successors and assigns.

       

      16.3
        Construction.
        This
        Agreement is to be construed in accordance with the terms of the Plan. In
        case
        of any conflict between the Plan and this Agreement, the Plan shall control.
        The
        titles of the sections of this Agreement are included for convenience only
        and
        shall not be construed as modifying or affecting their provisions. The masculine
        gender shall include both sexes; the singular shall include the plural and
        the
        plural the singular unless the context otherwise requires. Capitalized terms
        not
        defined herein shall have the meanings given to them in the Plan.

       

      16.4
        Governing
        Law.
        This
        Agreement shall be governed by and construed and enforced in accordance with
        the
        applicable laws of the State of New York (other than the law governing conflict
        of law questions) except to the extent the laws of any other jurisdiction
        are
        mandatorily applicable.

       

      16.5
        Notices.
        Any
        notice in connection with this Agreement shall be deemed to have been properly
        delivered if it is in writing and is delivered by hand or facsimile or sent
        by
        registered mail to the party addressed as follows, unless another address
        has
        been substituted by notice so given:

       

      
        	To
                the Optionee:	
                To
                  his or her address as listed on the books of the
                  Company

              


      

       

      
        	To
                the Company:	
                6477
                  HWY 93 South

              


      

      Suite
        303

      Whitefish,
        MT 59937

      Attention:
        Brian Ross

      Facsimile:
        (406) 862-2162

      


      and
         

       

      
        	with
                a copy to:	
                Sullivan
                  & Worcester LLP

              


      

      One
        Post
        Office Square

      Boston,
        Massachusetts 02109

      Attention:
        Jonathan Dubitzky, Esq.

       

       

      [SIGNATURE
        PAGE FOLLOWS]


       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, Optionee has executed this Agreement and the Company has
        caused
        this Agreement to be executed by its officer thereunto duly authorized, all
        as
        of the date first set forth above.

       

      
        	ACCELERIZE
                NEW MEDIA, INC.	
                _________________________________

              


      

       

       

       

      By:_________________________________

      Brian
        Ross

      Title:
        

       

      


       

      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      


      Schedule
        1 to Stock Option Agreement

       

      Name
        of
        Optionee:     

      


      Date
        of
        grant of Option:    

      


      Number
        of
        shares of Common Stock:  

      


      Type
        of
        Option:     

      


      Exercise
        Price (per share):    

      


      Term: Subject
        to Section 3 of the Stock Option Agreement, this Option expires at
        5:00 p.m. Eastern Time on ___________.

      


      Vesting:
             

      


       

      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      


      Exhibit
        A
        to Stock Option Agreement

       

      [FORM
        FOR
        EXERCISE OF STOCK OPTION]

       

      ACCELERIZE
        NEW MEDIA, INC.

       

       

      


       

      Re:
        Exercise of Option under the Accelerize New Media, Inc. Stock Option
        Plan

       

      Gentlemen:

       

      I
        hereby
        elect to exercise the stock option granted to me pursuant and subject to
        the
        terms and conditions of the Stock Option Agreement between the Company and
        me
        dated as of _______, 200__ (the “Option
        Agreement”)
        by and
        to the extent of purchasing _____ shares of Common Stock, $.001 par value
        per
        share, of Accelerize New Media, Inc. (the “Company”)
        for
        the exercise price of $_____ per share.

       

      Enclosed
        please find payment, in cash or in such other property as is permitted under
        the
        Accelerize New Media, Inc. Stock Option Plan (the “Plan”),
        of
        the purchase price for said shares. If
        I
        am making payment of any part of the purchase price by delivery of shares
        of
        Common Stock of the Company,
        I
        hereby confirm that I have investigated and considered the possible income
        tax
        consequences of making payments in that form.
        I agree
        to provide the Company an amount sufficient to satisfy the obligation of
        the
        Company to withhold certain taxes, as provided in Section 14 of the Option
        Agreement.

       

      Also
        enclosed are executed letters concerning my investment intent
        representations.

       

      I
        specifically confirm to the Company that the shares shall be held subject
        to all
        of the terms and conditions of the Option Agreement. 

       

      Very
        truly yours,

       

      __________________________________

      
        	Date	
                (Signed
                  by the Employee or other

              


      

      party
        duly exercising option)

      


       

      
        
          
          

        

        
          -19-

          
            

          

        

        
          
          

        

      


      [Date]

      ACCELERIZE
        NEW MEDIA, INC.

      


       

      


       

      Gentlemen:

       

      In
        connection with my acquisition of [Number] shares of the Common Stock, $.001
        par
        value per share (the “Shares”),
        of
        Accelerize New Media, Inc. (the “Company”),
        from
        [from the Company at a price of [Amount] per share/from [Name of Seller]
        for a
        purchase price of [Amount] per share]/upon the exercise of a stock option
        at an
        exercise price of [Amount] per share], I hereby represent to the Company
        that I
        am acquiring the Shares to be purchased for my own account for investment
        and
        not with a view to, or for resale in connection with, any distribution thereof
        or the grant of any participation therein, and that I have no present intention
        of distributing or reselling any thereof, or granting any participation therein.
        My acquisition of the Shares will be a representation by me to the Company
        that
        I am then acquiring the Shares for my own account for investment with no
        intention of making any distribution thereof. I represent that I understand
        that
        there is no trading market for shares of the Company Common Stock, there
        is no
        assurance that such market will ever develop, and that any routine resales
        of
        the Shares made in reliance upon Rule 144 under the Securities Act of 1933
        (the
“Act”),
        if
        Rule 144 becomes available with respect to shares of the Company’s Common Stock,
        can be made only in limited amounts in accordance with the terms and conditions
        of that Rule, and as long as Rule 144 is not available with respect to the
        Shares, absent registration, compliance with Regulation A under the Act or
        some
        other exemption will be required for any resale. The Company is under no
        obligation to me to register the Shares under the Act, to comply with any
        exemption under the Act or to furnish me with any information necessary to
        enable me to sell shares of the Company’s Common Stock under Rule
        144.

       

      I
        represent that I fully understand the nature of the risks involved in purchasing
        the Shares, I am qualified by my own experience to evaluate investments of
        this
        type and I am able to bear the economic risks of this investment which may
        include a total loss of the investment or holding the shares indefinitely.
        I
        represent and warrant that I have determined that my investment is a suitable
        one for me to make in light of all the circumstances, further represent that
        I
        have had the opportunity to ask questions of and receive answers from the
        officers and other employees of the Company regarding the terms and conditions
        of this purchase as well as the affairs of the Company and related matters
        and
        that I have had the opportunity to obtain additional information necessary
        to
        verify the accuracy of the information so obtained.

       

      I
        further
        represent that I have full authority to carry out this transaction without
        the
        consent of any other person.

       

      _______________________________________

      [Name]