Form of Warrant


    Exhibit
      4.3

    


    FORM
      OF COMMON STOCK PURCHASE WARRANT

    


    THIS
      WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
      AND
      THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
      OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY TO ACCELERIZE NEW MEDIA, INC. THAT SUCH REGISTRATION IS NOT
      REQUIRED.

    


    
      	 	
              Right
                to Purchase ________ shares of Common Stock of Accelerize New Media,
                Inc.
                (subject to adjustment as provided
                herein)

            


    

    


    FORM
      OF COMMON STOCK PURCHASE WARRANT

     

     

    
      	No. _____	
               Issue
                Date: ___________, 2006

            


    

           

    ACCELERIZE
      NEW MEDIA, INC., a corporation organized under the laws of the State of Delaware
      (the “Company”), hereby certifies that, for value received, __________
or
      its
      assigns (the “Holder”) is entitled, subject to the terms set forth below, to
      purchase from the Company at any time after the issue date (the “Issue Date”)
      until 5:00 p.m., E.S.T on the seventh (7th) anniversary of the Issue Date (the
      “Expiration Date”), ________ fully paid and nonassessable shares of Common Stock
      at a per share purchase price of $0.15. The aforedescribed purchase price per
      share, as adjusted from time to time as herein provided, is referred to herein
      as the “Purchase Price.” The number and character of such shares of Common Stock
      and the Purchase Price are subject to adjustment as provided herein. The Company
      may reduce the Purchase Price without the consent of the Holder. Capitalized
      terms used and not otherwise defined herein shall have the meanings set forth
      in
      that certain Subscription Agreement (the “Subscription Agreement”) entered into
      by the Company and Holder of the Warrant.

    


    As
      used
      herein the following terms, unless the context otherwise requires, have the
      following respective meanings: 

    


    (a) The
      term
“Company” shall include Accelerize New Media, Inc. and any corporation which
      shall succeed or assume the obligations of Accelerize New Media, Inc. hereunder.
      

    


    (b) The
      term
“Common Stock” includes (a) the Company’s Common Stock, $0.001 par value per
      share, as authorized on the date of the Subscription Agreement, and (b) any
      other securities into which or for which any of the securities described in
      (a)
      may be converted or exchanged pursuant to a plan of recapitalization,
      reorganization, merger, sale of assets or otherwise.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    (c) The
      term
“Other Securities” refers to any stock (other than Common Stock) and other
      securities of the Company or any other person (corporate or otherwise) which
      the
      holder of the Warrant at any time shall be entitled to receive, or shall have
      received, on the exercise of the Warrant, in lieu of or in addition to Common
      Stock, or which at any time shall be issuable or shall have been issued in
      exchange for or in replacement of Common Stock or Other Securities pursuant
      to
      Section 4 herein or otherwise. 

    


    (d) The
      term
“Warrant Shares” shall mean the Common Stock issuable upon exercise of this
      Warrant.

    


    1. Exercise
      of Warrant.

    


    1.1. Number
      of Shares Issuable upon Exercise.
      From
      and after the Issue Date through and including the Expiration Date, the Holder
      hereof shall be entitled to receive, upon exercise of this Warrant in whole
      in
      accordance with the terms of subsection 1.2 or upon exercise of this Warrant
      in
      part in accordance with subsection 1.3, shares of Common Stock of the Company,
      subject to adjustment pursuant to Section 4.

    


    1.2. Full
      Exercise.
      This
      Warrant may be exercised in full by the Holder hereof by delivery of an original
      or facsimile copy of the form of subscription attached as Exhibit A hereto
      (the
“Subscription Form”) duly executed by such Holder and surrender of the original
      Warrant within four (4) days of exercise, to the Company at its principal office
      or at the office of its Warrant Agent (as provided hereinafter), accompanied
      by
      payment, in cash, wire transfer or by certified or official bank check payable
      to the order of the Company, in the amount obtained by multiplying the number
      of
      shares of Common Stock for which this Warrant is then exercisable by the
      Purchase Price then in effect. 

     

    1.3. Partial
      Exercise.
      This
      Warrant may be exercised in part (but not for a fractional share) by surrender
      of this Warrant in the manner and at the place provided in subsection 1.2 except
      that the amount payable by the Holder on such partial exercise shall be the
      amount obtained by multiplying (a) the number of whole shares of Common Stock
      designated by the Holder in the Subscription Form by (b) the Purchase Price
      then
      in effect. On any such partial exercise, the Company, at its expense, will
      forthwith issue and deliver to or upon the order of the Holder hereof a new
      Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon
      payment by such Holder of any applicable transfer taxes) may request, the whole
      number of shares of Common Stock for which such Warrant may still be
      exercised.

     

    1.4. Fair
      Market Value.
      Fair
      Market Value of a share of Common Stock as of a particular date (the
“Determination Date”) shall mean: 

     

    (a) If
      the
      Company’s Common Stock is traded on an exchange or is quoted on The Nasdaq Stock
      Market, Inc., then the last sale price reported for the last business day
      immediately preceding the Determination Date;

     

    (b) If
      the
      Company’s Common Stock is not traded on an exchange or quoted on The Nasdaq
      Stock Market, Inc. but is traded in the over-the-counter market, then the
      average of the closing bid and ask prices reported for the last business day
      immediately preceding the Determination Date;

     

    
      
        
        

      

      
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    (c) Except
      as
      provided in clause (d) below, if the Company’s Common Stock is not publicly
      traded, then as the Holder and the Company agree, or in the absence of such
      an
      agreement, by arbitration in accordance with the rules then standing of the
      American Arbitration Association, before a single arbitrator to be chosen from
      a
      panel of persons qualified by education and training to pass on the matter
      to be
      decided; or

     

    (d) If
      the
      Determination Date is the date of a liquidation, dissolution or winding up,
      or
      any event deemed to be a liquidation, dissolution or winding up pursuant to
      the
      Company’s charter, then all amounts to be payable per share to holders of the
      Common Stock pursuant to the charter in the event of such liquidation,
      dissolution or winding up, plus all other amounts to be payable per share in
      respect of the Common Stock in liquidation under the charter, assuming for
      the
      purposes of this clause (d) that all of the shares of Common Stock then issuable
      upon exercise of all of the Warrants are outstanding at the Determination
      Date.

     

    1.5. Company
      Acknowledgment.
      The
      Company will, at the time of the exercise of the Warrant, upon the request
      of
      the Holder hereof acknowledge in writing its continuing obligation to afford
      to
      such Holder any rights to which such Holder shall continue to be entitled after
      such exercise in accordance with the provisions of this Warrant. If the Holder
      shall fail to make any such request, such failure shall not affect the
      continuing obligation of the Company to afford to such Holder any such
      rights.

     

    1.6. Delivery
      of Stock Certificates, etc. on Exercise.
      The
      Company agrees that the shares of Common Stock purchased upon exercise of this
      Warrant shall be deemed to be issued to the Holder hereof as the record owner
      of
      such shares as of the close of business on the date on which this Warrant shall
      have been surrendered and payment made for such shares as aforesaid. As soon
      as
      practicable after the exercise of this Warrant in full or in part, and in any
      event within three (3) business days thereafter, the Company at its expense
      (including the payment by it of any applicable issue taxes) will cause to be
      issued in the name of and delivered to the Holder hereof, or as such Holder
      (upon payment by such Holder of any applicable transfer taxes) may direct in
      compliance with applicable securities laws, a certificate or certificates for
      the number of duly and validly issued, fully paid and nonassessable shares
      of
      Common Stock (or Other Securities) to which such Holder shall be entitled on
      such exercise, plus, in lieu of any fractional share to which such Holder would
      otherwise be entitled, cash equal to such fraction multiplied by the then Fair
      Market Value of one full share of Common Stock, together with any other stock
      or
      other securities and property (including cash, where applicable) to which such
      Holder is entitled upon such exercise pursuant to Section 1 or otherwise.


     

    1.7 Cashless
      Exercise.

     

    (a) Except
      as
      described below, if a Registration Statement (as herein after defined) is
      effective and the Holder may sell its shares of Warrant Shares upon exercise
      hereof pursuant to the Registration Statement, this Warrant may be exercisable
      in whole or in part for cash only as set forth in this Section 1. If no such
      Registration Statement is available during the time that such Registration
      Statement is required to be effective pursuant to the terms of Section 8
      hereof,, then payment upon exercise may be made at the option of the Holder
      either in (i) cash, wire transfer or by certified or official bank check payable
      to the order of the Company equal to the applicable aggregate Purchase Price,
      (ii) by cashless exercise in accordance with Section (b) below or (iii) by
      a
      combination of any of the foregoing methods, for the number of Warrant Shares
      specified in such form (as such exercise number shall be adjusted to reflect
      any
      adjustment in the total number of shares of Common Stock issuable to the holder
      per the terms of this Warrant) and the holder shall thereupon be entitled to
      receive the number of duly authorized, validly issued, fully-paid and
      non-assessable shares of Common Stock (or Other Securities) determined as
      provided herein.

     

    
      
        
        

      

      
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    (b) If
      the
      Fair Market Value of one share of Common Stock is greater than the Purchase
      Price (at the date of calculation as set forth below), in lieu of exercising
      this Warrant for cash, the holder may elect to receive shares equal to the
      value
      (as determined below) of this Warrant (or the portion thereof being cancelled)
      by surrender of this Warrant at the principal office of the Company together
      with the properly endorsed Subscription Form in which event the Company shall
      issue to the holder a number of shares of Common Stock computed using the
      following formula:

     

    X=Y
      (A-B)

     A  

    


    
      	                    
              Where	X=	the
              number of shares of Common Stock to be issued to the
              holder


    

     

    
      	 	
              Y=

            	
              the
                number of shares of Common Stock purchasable under the Warrant or,
                if only
                a portion of the Warrant is being exercised, the portion of the Warrant
                being exercised (at the date of such
                calculation)

            


    

     

    
      	 	
              A=

            	
              the
                Fair Market Value of one share of the Company’s Common Stock (at the date
                of such calculation)

            


    

     

    
      	 	
              B=

            	
              Purchase
                Price (as adjusted to the date of such
                calculation)

            


    

     

    a. For
      purposes of Rule 144 promulgated under the Securities Act of 1933 ("Securities
      Act"), it is intended, understood and acknowledged that the Warrant Shares
      issued in a cashless exercise transaction shall be deemed to have been acquired
      by the Holder, and the holding period for the Warrant Shares shall be deemed
      to
      have commenced, on the date this Warrant was originally issued pursuant to
      the
      Subscription Agreement.

     

    2. Adjustments.

     

    2.1. Reorganization,
      Consolidation, Merger, etc.
      In case
      at any time or from time to time, the Company shall (a) effect a reorganization,
      (b) consolidate with or merge into any other person or (c) transfer all or
      substantially all of its properties or assets to any other person under any
      plan
      or arrangement contemplating the dissolution of the Company, then, in each
      such
      case, as a condition to the consummation of such a transaction, proper and
      adequate provision shall be made by the Company whereby the Holder of this
      Warrant, on the exercise hereof as provided in Section 1, at any time after
      the
      consummation of such reorganization, consolidation or merger or the effective
      date of such dissolution, as the case may be, shall receive, in lieu of the
      Common Stock (or Other Securities) issuable on such exercise prior to such
      consummation or such effective date, the stock and other securities and property
      (including cash) to which such Holder would have been entitled upon such
      consummation or in connection with such dissolution, as the case may be, if
      such
      Holder had so exercised this Warrant, immediately prior thereto, all subject
      to
      further adjustment thereafter as provided in Section 3.

    


    
      
        
        

      

      
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    2.2. Dissolution.
      In the
      event of any dissolution of the Company following the transfer of all or
      substantially all of its properties or assets, the Company, prior to such
      dissolution, shall at its expense deliver or cause to be delivered the stock
      and
      other securities and property (including cash, where applicable) receivable
      in
      accordance with Section 2.1 by the Holder of the Warrants upon their exercise
      after the effective date of such dissolution pursuant to this Section 2.


    


    2.3 Adjustment
      of Warrant Exercise Price and Number of Shares upon Issuance of Common Stock
      or
      Common Stock Derivatives.
      So long
      as this Warrant is outstanding, if Company (a) issues or sells, or is deemed
      to
      have issued or sold, any shares of Common Stock (including the issuance or
      sale
      of shares of Common Stock owned or held by or for the account of the Company);
      or (b) issues or sells or reprices any options or convertible securities (but
      excluding shares of Common Stock, options or convertible securities issued
      or
      deemed to have been issued by the Company in connection with an Approved Stock
      Plan) for a consideration per share less than a price (the “Applicable Price”)
      equal to the Purchase Price in effect immediately prior to such issuance or
      sale
      or repricing, then immediately after such issue or sale the Purchase Price
      shall
      be reduced to the Applicable Price. “Approved Stock Plan” means any employee
      benefit plan which has been approved by the Board of Directors of the Company,
      pursuant to which the Company’s securities may be issued to any employee,
      officer or director for services provided to the Company in that
      capacity.

    


    2.4. Continuation
      of Terms.
      Upon
      any reorganization, consolidation, merger or transfer (and any dissolution
      following any transfer) referred to in this Section 2, this Warrant shall
      continue in full force and effect and the terms hereof shall be applicable
      to
      the Other Securities and property receivable on the exercise of this Warrant
      after the consummation of such reorganization, consolidation or merger or the
      effective date of dissolution following any such transfer, as the case may
      be,
      and shall be binding upon the issuer of any Other Securities, including, in
      the
      case of any such transfer, the person acquiring all or substantially all of
      the
      properties or assets of the Company, whether or not such person shall have
      expressly assumed the terms of this Warrant as provided in Section 3. In the
      event this Warrant does not continue in full force and effect after the
      consummation of the transaction described in this Section 2, then only in such
      event will the Company’s securities and property (including cash, where
      applicable) receivable by the Holder of the Warrants be delivered to the Trustee
      as contemplated by Section 2.2.

    


    3. Extraordinary
      Events Regarding Common Stock.
      In the
      event that the Company shall (a) issue additional shares of the Common Stock
      as
      a dividend or other distribution on outstanding Common Stock, (b) subdivide
      its
      outstanding shares of Common Stock, or (c) combine its outstanding shares of
      the
      Common Stock into a smaller number of shares of the Common Stock, then, in
      each
      such event, the Purchase Price shall, simultaneously with the happening of
      such
      event, be adjusted by multiplying the then Purchase Price by a fraction, the
      numerator of which shall be the number of shares of Common Stock outstanding
      immediately prior to such event and the denominator of which shall be the number
      of shares of Common Stock outstanding immediately after such event, and the
      product so obtained shall thereafter be the Purchase Price then in effect.
      The
      Purchase Price, as so adjusted, shall be readjusted in the same manner upon
      the
      happening of any successive event or events described herein in this Section
      3.
      The number of shares of Common Stock that the Holder of this Warrant shall
      thereafter, on the exercise hereof as provided in Section 1, be entitled to
      receive shall be adjusted to a number determined by multiplying the number
      of
      shares of Common Stock that would otherwise (but for the provisions of this
      Section 3) be issuable on such exercise by a fraction of which (a) the numerator
      is the Purchase Price that would otherwise (but for the provisions of this
      Section 3) be in effect, and (b) the denominator is the Purchase Price in effect
      on the date of such exercise.

     

    
      
        
        

      

      
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    4. Certificate
      as to Adjustments.
      In each
      case of any adjustment or readjustment in the shares of Common Stock (or Other
      Securities) issuable on the exercise of the Warrants, the Company at its expense
      will promptly cause its Chief Financial Officer or other appropriate designee
      to
      compute such adjustment or readjustment in accordance with the terms of the
      Warrant and prepare a certificate setting forth such adjustment or readjustment
      and showing in detail the facts upon which such adjustment or readjustment
      is
      based, including a statement of (a) the consideration received or receivable
      by
      the Company for any additional shares of Common Stock (or Other Securities)
      issued or sold or deemed to have been issued or sold, (b) the number of shares
      of Common Stock (or Other Securities) outstanding or deemed to be outstanding,
      and (c) the Purchase Price and the number of shares of Common Stock to be
      received upon exercise of this Warrant, in effect immediately prior to such
      adjustment or readjustment and as adjusted or readjusted as provided in this
      Warrant. The Company will forthwith mail a copy of each such certificate to
      the
      Holder of the Warrant and any Warrant Agent of the Company (appointed pursuant
      to Section 11 hereof).

     

    5. Reservation
      of Stock, etc. Issuable on Exercise of Warrant; Financial
      Statements.
      The
      Company will at all times reserve and keep available, solely for issuance and
      delivery on the exercise of the Warrants, all shares of Common Stock (or Other
      Securities) from time to time issuable on the exercise of the Warrant. This
      Warrant entitles the Holder hereof to receive copies of all financial and other
      information distributed or required to be distributed to the holders of the
      Company’s Common Stock. 

     

    6. Assignment;
      Exchange of Warrant.
      Subject
      to compliance with applicable securities laws, this Warrant, and the rights
      evidenced hereby, may be transferred by any registered holder hereof (a
“Transferor”). On the surrender for exchange of this Warrant, with the
      Transferor’s endorsement in the form of Exhibit B attached hereto (the
“Transferor Endorsement Form”) and together with an opinion of counsel
      reasonably satisfactory to the Company that the transfer of this Warrant will
      be
      in compliance with applicable securities laws, the Company at its expense,
      twice, only, but with payment by the Transferor of any applicable transfer
      taxes, will issue and deliver to or on the order of the Transferor thereof
      a new
      Warrant or Warrants of like tenor, in the name of the Transferor and/or the
      transferee(s) specified in such Transferor Endorsement Form (each a
“Transferee”), calling in the aggregate on the face or faces thereof for the
      number of shares of Common Stock called for on the face or faces of the Warrant
      so surrendered by the Transferor. No such transfers shall result in a public
      distribution of the Warrant.

     

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

    


    
      
        
        

      

      
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    8. Registration
      Rights.
      If
      at any time, or from time to time, during the five year period following the
      issuance of the Warrant the Company shall determine to prepare and file with
      the
      Securities and Exchange Commission (“SEC”), a registration statement relating to
      an offering for its own account or the account of others under the Act of any
      of
      its equity securities or debt or their then equivalents (the “Registration
      Statement”), then the Company shall send to the Holder a written notice of such
      determination and, if within ten (10) days after receipt by the Holder, the
      Company shall receive a request in writing from the Holder, the Company shall
      include in such Registration Statement all or any part of such Warrant Shares
      such Holder requests to be registered, provided however, that (a) if, at any
      time after giving written notice of its intention to register any securities
      and
      prior to the effective date of the Registration Statement filed in connection
      with such registration, the Company determines for any reason not to proceed
      with such registration, the Company shall be relived of its obligation to
      register any Warrant Shares in connection with such registration, and (B) in
      case of a determination by the Company to delay registration of its securities,
      the Company will be permitted to delay the registration of the Warrant Shares
      for the same period as the delay in registering such other securities, in any
      such case without any obligation or liability to the Holder.


    


    9. Warrant
      Agent.
      The
      Company may, by written notice to the Holder of the Warrant, appoint an agent
      (a
“Warrant Agent”) for the purpose of issuing Common Stock (or Other Securities)
      on the exercise of this Warrant pursuant to Section 1, exchanging this Warrant
      pursuant to Section 6, and replacing this Warrant pursuant to Section 7, or
      any
      of the foregoing, and thereafter any such issuance, exchange or replacement,
      as
      the case may be, shall be made at such office by such Warrant Agent.


    


    10. Transfer
      on the Company’s Books.
      Until
      this Warrant is transferred on the books of the Company, the Company may treat
      the registered holder hereof as the absolute owner hereof for all purposes,
      notwithstanding any notice to the contrary. 

     

    11. Notices.
      All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice. Any notice or other communication required or permitted
      to be
      given hereunder shall be deemed effective (a) upon hand delivery or delivery
      by
      facsimile, with accurate confirmation generated by the transmitting facsimile
      machine, at the address or number designated below (if delivered on a business
      day during normal business hours where such notice is to be received), or the
      first business day following such delivery (if delivered other than on a
      business day during normal business hours where such notice is to be received)
      or (b) on the second business day following the date of mailing by express
      courier service, fully prepaid, addressed to such address, or upon actual
      receipt of such mailing, whichever shall first occur or
      (c)
      three business days after deposited in the mail if delivered pursuant to
      subsection (ii) above.
      The
      addresses for such communications shall be: (i) if to the Company to: 6477
      Highway 93 South, Suite 303, Whitefish, MT 59937, telecopier: (406) 892-2162,
      and (ii) if to the Holder, to the addresses and telecopier number set forth
      in
      the first paragraph of this Warrant. The Company may change its address for
      notices but only to an address and fax number located in the United
      States.

    


    
      
        
        

      

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

    


    IN
      WITNESS WHEREOF, the Company has executed this Warrant as of the date first
      written above. 

     

    ACCELERIZE
      NEW MEDIA, INC.

    


    


    By:
      _______________________________


    Name:
      _____________________________


    Title:
      ______________________________

     

    Witness:

     

     

    _____________________________


    


    
      
        
        

      

      
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    Exhibit
      A

    FORM
      OF
      SUBSCRIPTION

    (to
      be
      signed only on exercise of Warrant)

     

    TO: ACCELERIZE
      NEW MEDIA, INC. 

     

    The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      (No.____), hereby irrevocably elects to purchase (check applicable
      box):

    


    
      	___	
              ________
                shares of the Common Stock covered by such Warrant;
                or

            


    

     

    
      	
              ___

            	
              the
                maximum number of shares of Common Stock covered by such Warrant
                pursuant
                to the cashless exercise procedure set forth in Section
                1.

            


    

    


    The
      undersigned herewith makes payment of the full purchase price for such shares
      at
      the price per share provided for in such Warrant, which is $___________. Such
      payment takes the form of (check applicable box or boxes):

    


    
      	___	
              $__________
                in lawful money of the United States;
                and/or

            


    

     

    
      	
              ___

            	
              the
                cancellation of the Warrant to the extent necessary, in accordance
                with
                the formula set forth in Section 1, to exercise this Warrant with
                respect
                to the maximum number of shares of Common Stock purchasable pursuant
                to
                the cashless exercise procedure set forth in Section
                1.

            


    

    


    The
      undersigned requests that the certificates for such shares be issued in the
      name
      of, and delivered to _____________________________________________________
      whose
      address
      is__________________________________________________________________________

    


    The
      undersigned represents and warrants that the representations and warranties
      in
      Section 4 of the Subscription Agreement (as defined in this Warrant) are true
      and accurate with respect to the undersigned on the date hereof.

    


    The
      undersigned represents and warrants that all offers and sales by the undersigned
      of the securities issuable upon exercise of the within Warrant shall be made
      pursuant to registration of the Common Stock under the Securities Act, or
      pursuant to an exemption from registration under the Securities
      Act.

    


    Dated:
      _______________________________

    


     

    __________________________________________

    (Signature
      must conform to name of holder as

    specified
      on the fact of the Warrant.)

     

    _________________________________________________

     

    _________________________________________________

    (Address)

     

     

    
      
        
        

      

      
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    Exhibit
      B

    


    FORM
      OF
      TRANSFEROR ENDORSEMENT

    (To
      be
      signed only on transfer of Warrant)

     

    For
      value
      received, the undersigned hereby sells, assigns, and transfers unto the
      person(s) named below under the heading “Transferees” the right represented by
      the within Warrant to purchase the percentage and number of shares of Common
      Stock of ACCELERIZE NEW MEDIA, INC. to which the within Warrant relates
      specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such
      person Attorney to transfer its respective right on the books of ACCELERIZE
      NEW
      MEDIA, INC. with full power of substitution in the premises.

     

    
      	
              Transferees

            	
              Percentage
                Transferred

            	
              Number
                Transferred

            
	 	 	 
	 	 	 
	 	 	 


    

    


    


    
      	
              Dated:
                ______________, ___________

               

               

              Signed
                in the presence of:

               

              _____________________________________

                      (Name)

               

               

              ACCEPTED
                AND AGREED:

              [TRANSFEREE]

               

               

              ________________________________

                      (Name)

            	
              ____________________________________________

              (Signature
                must conform to name of holder as specified

               on
                the face of the warrant)

               

               

              ____________________________________________

              
                ____________________________________________

              

                      (address)

               

              
                ____________________________________________

                
                  ____________________________________________

                

              

                      (address)

            


    

    


     

     

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