ex10-1.htm


     

    


    
      EXHIBIT
10.1

    

     

    
      

       

      
        
          	
                  March
      23, 2009

                


        

      

      


      


      Mr. Brian
Ross

      Chief
Executive Officer

      Accelerize
New Media Inc.

      12121
Wilshire Blvd., Suite 3220

      Los
Angeles, CA 90025

      


      Dear Mr.
Ross:

      


      We are pleased to set forth in this
letter of agreement (the “Agreement”) the terms of the retention of Strategic Growth
International (“SGI”)
by Accelerize New Media Inc.
(collectively with its affiliates, the “Company”).

      


      1.           SGI
shall, on a non-exclusive basis, assist the Company as the Company’s investor
relations consultant in the development of a comprehensive financial relations
program with the following goals, all of which are designed to achieve increased
and sustained share value:

      


      
        	
                 
      

              	
                (a)

              	
                Introducing
      the Company to institutional investors, money managers, and high net-worth
      brokers in the U.S.;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Obtaining
      on behalf of the Company invitations to and coordinate participation in
      financial-industry conferences;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Assisting
      with day-to-day investor communications (i.e. shareholders calls,
      scheduling appointments, quarterly investors calls, sending introductory
      and follow-up materials);

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Providing
      to the Company such professional services as may be reasonably required to
      assist the Company in carrying out the following programs and
      objectives:

              


      

      


      
        	
                 
      

              	
                Ø

              	
                Assist
      in the preparation and dissemination of all press
  releases;

              


      

      


      
        	
                 
      

              	
                Ø

              	
                To
      create for European buying in the
stock;

              


      

      


      
        	
                 
      

              	
                Ø

              	
                Developing
      a coordinated package of financial public-relations materials, including:
      PowerPoint presentation, fact sheet, press releases, corporate package,
      etc., that is reasonably acceptable to the Company.  SGI will
      also review and advise on features and functionality of the website in
      this regard;

              


      

      


      
        	
                 
      

              	
                Ø

              	
                Assisting
      the Company in obtaining introductions to market makers and professionals
      in the investment community;

              


      

      


      
        	
                 
      

              	
                Ø

              	
                Encouraging
      institutional ownership in the
stock;

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

        
          Accelerize
New Media Inc.

          March
24, 2009

          Page
2

        

         

      

      
        	
                 
      

              	
                Ø

              	
                Obtaining
      research from reputable institutional sales boutiques and small-cap
      research analysts;

              


      

      


      
        	
                 
      

              	
                Ø

              	
                Creating
      financial media opportunities for the Company as
    appropriate;

              


      

      


      
        	
                 
      

              	
                Ø

              	
                Obtaining
      invitations to, and coordinate participation in, financial industry
      conferences;

              


      

      


      
        	
                 
      

              	
                Ø

              	
                Supporting
      the internal investor-relations program to best leverage the time and
      resources of Accelerize New Media  management;
    and

              


      

      


      
        	
                 
      

              	
                Ø

              	
                Introducing
      Accelerize New Media Management to individuals who could be supportive as
      potential board members, strategic advisors, or advocates of the
      company.

              


      

      


      


      2.           In
connection with SGI’s activities on the Company’s behalf, SGI will familiarize
itself with the business, operations, properties, financial condition, and
prospects of the Company.  In connection with its role as the
Company’s investor relations advisor, SGI would expect its services to include
such additional advisory and related services as may be mutually agreed upon by
SGI and the Company.  The retention by the Company of SGI as investor
relations advisor as heretofore described shall be for a period of one year from
the date hereof, provided,
however, that either party may terminate such retention and this
Agreement as described in Section 4 below.

      


      3.           In
connection with SGI’s activities on the Company’s behalf, the Company will
cooperate with SGI and will furnish SGI with all information and data concerning
the Company (the “Information”) which SGI deems
appropriate. The Company represents and warrants that all Information made
available to SGI by the Company will, at all times during the period of
engagement of SGI hereunder, be complete and correct in all material respects
and will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading in the light of the circumstances under which
such statements are made.  The Company further represents and warrants
that any projections provided by it to SGI will have been prepared in good faith
and will be based upon assumptions which, in light of the circumstances under
which they are made, are reasonable.  The Company acknowledges and
agrees that, in rendering its services hereunder; SGI will be using and relying
on the Information without independent verification thereof by SGI or
independent appraisal by SGI of any of the Company’s assets.  SGI does
not assume responsibility for any information regarding the
Company.  Any advice rendered by SGI pursuant to this Agreement may
not be disclosed publicly without SGI’s prior written consent.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

        
          Accelerize
New Media Inc.

          March
24, 2009

          Page
3

           

        

      

      4.           As
full and satisfactory consideration for all of SGI’s services to the Company
pursuant to this Agreement, whether described above or not, SGI shall be
entitled to receive, and the Company agrees to pay SGI, the following for a
period of 12-months beginning on March 23, 2009 (subject to the Early
Termination clause below):

      


      Seven
thousand five hundred dollars ($7,500) per month in cash, payable each month,
for the duration of the Agreement.  The first month will be paid
immediately upon execution of this Agreement.  Billing will be done
monthly for the coming month.   Approved Expenses will be
included in the following month’s bill.  Payment will be due by wire
within thirty (30) days upon receipt of invoice.

      


      Two
hundred fifty thousand (250,000) shares of the Company’s common stock, par value
$0.001 per share (the “Shares”) will be immediately issued to SGI, fully vested
and SGI shall have full rights of ownership for such shares.

      


      In
addition, the Company agrees to immediately issue to SGI warrants (the
“Warrants”) to purchase up to one million two hundred thousand (1,200,000)
shares of its common stock.  Such Warrants may be exercised for a
period of five (5) years after the date of issuance, at an exercise price of
thirty five cents ($0.35) per share.  At the option of SGI such
Warrants may be exercised on a cashless basis and may be transferred in whole or
in part to one or more officers of the Company.

      


      This
Agreement will automatically terminate on March 23, 2010.  In
addition, either party shall have the right to terminate this Agreement on
September 24, 2009 upon 10 days prior written notice (“Early
Termination”).  Upon such Early Termination, the vesting of the Shares
will cease and no additional Shares will be issued to SGI, and six hundred
thousand Warrants will be canceled and become un-exercisable. In such case, the
Company will issue to SGI a new Warrant representing the number of shares which
were not cancelled. For example, if the Company elected to terminate this
agreement as of September 24, 2009, the total number of Warrants, which will
continue to be held by SGI and not cancelled will be six hundred thousand
(600,000).

      


      5.           In
addition to the fees described in Paragraph 3 above, the Company agrees to
promptly reimburse SGI for any reasonable accountable Approved Expenses incurred
in connection with its retention hereunder when incurred or promptly thereafter.
It is agreed that SGI will have to obtain prior written approval from the
Company for any expenses incurred exceeding $250.00 per activity (“Approved
Expenses”). The Company will not be required to reimburse any unapproved
expenses.

      


      6.           Each
of the Company and SGI agree to indemnify the other party in accordance with the
mutual indemnification provisions (the “Mutual Indemnification Provisions”)
attached to this Agreement as Annex A, which Mutual Indemnification Provisions
are incorporated herein and made a part hereof.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

        
          Accelerize
New Media Inc.

          March
24, 2009

          Page
4

           

        

      

      7.           This
Agreement and its validity and interpretation shall be governed by and construed
in accordance with the laws of the U.S. and the State of New York applicable to
agreements made and to be fully performed therein. Either party hereby
irrevocably submits to the jurisdiction of any court of the State of New York or
the United States District Court for the Southern District of the State of New
York for the purpose of any suit, action, or other proceeding arising out of
this Agreement, or any of the agreements or transactions contemplated hereby,
which is brought by or against such party and (i) hereby irrevocably agrees that
all claims in respect of any such suit, action, or proceeding may be heard and
determined in any such court and (ii) to the extent that such party has
acquired, or hereafter may acquire, any immunity from jurisdiction of any such
court or from any legal process therein, such party hereby waives, to the
fullest extent permitted by law, such immunity. Either party hereby waives, and
agrees not to assert in any such suit, action, or proceeding, in each case, to
the fullest extent permitted by applicable law, any claim that (a) such party is
not personally subject to the jurisdiction of any such court, (b) such party is
immune from any legal process (whether through service or notice, attachment
prior to judgment, attachment in aid of execution, execution, or otherwise) with
respect to its property or (c) any such suit, action, or proceeding is brought
in an inconvenient forum.

      


      8.           The
benefits of this Agreement shall inure to the respective successors and assigns
of the parties hereto and of the indemnified parties hereunder and their
successors and assigns and representatives, and the obligations and liabilities
assumed in this Agreement by the parties hereto shall be binding upon their
respective successors and assigns.

      


      9.           For
the convenience of the parties hereto, any number of counterparts of this
Agreement may be executed by the parties hereto.  Each such
counterpart shall be, and shall be deemed to be, an original instrument, but all
such counterparts taken together shall constitute one and the same
Agreement.  This Agreement may not be modified or amended except in
writing signed by the parties hereto.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

        
          Accelerize
New Media Inc.

          March
24, 2009

          Page
5

           

        

      

      If the foregoing correctly sets forth
our Agreement, please sign the enclosed copy of this letter in the space
provided and return it to us.

      


      Very truly yours,

      


      STRATEGIC GROWTH

      INTERNATIONAL, INC.

      


      By: /s/ Stanley S.
Altschuler

            Name:   Mr.
Stanley S. Altschuler

            Title:     President

       

      Confirmed
and Agreed to:

      This
24th
day of March 2009

      


      Accelerize
New Media, Inc.

      


      By:
/s/ Brian
Ross

            Name:     Mr.
Brian Ross

            Title:       Chief Executive
Officer

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        Accelerize
New Media Inc.

        March
24, 2009

        Page
6

      

       

      Annex
A

      


      MUTUAL
INDEMNIFICATION PROVISIONS


      


      Either of
Accelerize New Media, Inc.
(the “Company”)
and Strategic Growth
International, Inc. (“SGI”) (such party, the
“Indemnifying Party”), agrees to indemnify and hold harmless the other party
(the “Indemnified Party”) against any and all losses, claims, damages,
obligations, penalties, judgments, awards, liabilities, costs, expenses, and
disbursements (and any and all actions, suits, proceedings, and investigations
in respect thereof and any and all legal and other costs, expenses, and
disbursements in giving testimony or furnishing documents in response to a
subpoena or otherwise), including, without limitation the costs, expenses, and
disbursements, as and when incurred, of investigating, preparing, or defending
any such action, suit, proceeding, or investigation (whether or not in
connection with litigation in which the Indemnified Party is a party), directly
or indirectly, caused by, relating to, based upon, arising out of, or in
connection with the performance or non-performance of its obligations under the
Agreement dated March 24,
2009, between SGI and the Company, as it may be amended from time to time
(the “Agreement”);
provided, however, such
indemnity agreement shall not apply to any portion of any such loss, claim,
damage, obligation, penalty, judgment, award, liability, cost, expense, or
disbursement to the extent it is found in a final judgment by a court of
competent jurisdiction (not subject to further appeal) to have resulted
primarily and directly from the willful misconduct of the Indemnified
Party.

      


      These Mutual Indemnification Provisions
shall be in addition to any liability which the Indemnifying Party may otherwise
have to the Indemnified Party or the persons indemnified below in this sentence
and shall extend to the following: the Indemnified Party’s affiliated entities,
directors, officers, employees, legal counsel, agents, and controlling persons
(within the meaning of the federal securities laws).  All references
to the Indemnified Party in these Indemnification Provisions shall be understood
to include any and all of the foregoing.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

        
          Accelerize
New Media Inc.

          March
24, 2009

          Page
7 

        

         

      

      If any action, suit, proceeding, or
investigation is commenced, as to which the Indemnified Party proposes to demand
indemnification, it shall notify the Indemnifying Party with reasonable
promptness; provided, however, that any
failure by the Indemnified Party to notify the Indemnifying Party shall not
relieve the Indemnifying Party from its obligations hereunder.  The
Indemnified Party shall have the right to retain counsel of its own choice to
represent it, and the Indemnifying Party shall pay the reasonable fees,
expenses, and disbursements of such counsel; and such counsel shall, to extent
consistent with its professional responsibilities, cooperate with the
Indemnifying Party and any counsel designated by the Indemnifying
Party.  The Indemnifying Party shall be liable for any settlement of
any claim against the Indemnified Party made with the Indemnifying Party’s
written consent, which consent shall not be unreasonably
withheld.  The Indemnifying Party shall not, without the prior written
consent of the Indemnified Party, settle or compromise any claim, or permit a
default or consent to the entry of any judgment in respect thereof, unless such
settlement, compromise, or consent includes, as an unconditional term thereof,
the giving by the claimant to the Indemnified Party of an unconditional release
from all liability in respect of such claim.

      


      In order
to provide for just and equitable contribution, if a claim for indemnification
pursuant to these Indemnification Provisions is made, but it is found in a final
judgment by a court of competent jurisdiction (not subject to further appeal)
that such indemnification may not be enforced in such case, even though the
express provisions hereof provide for indemnification in such case, then the
Company, on the one hand, and SGI, on the other hand, shall contribute to the
losses, claims, damages, obligations, penalties, judgments, awards, liabilities,
costs, expenses, and disbursements to which the indemnified persons may be
subject in accordance with the relative benefits received by the Company, on the
one hand, and SGI, on the other hand, and also the relative fault of the
Company, on the one hand, and SGI on the other hand, in connection with the
statements, acts, or omissions which resulted in such losses, claims, damages,
obligations, penalties, judgments, awards, liabilities, costs, expenses, or
disbursements and the relevant equitable considerations shall also be
considered.  No person found liable for a fraudulent misrepresentation
shall be entitled to contribution from any person who is not also found liable
for such fraudulent misrepresentation.  Notwithstanding the foregoing,
neither Company or SGI shall be obligated to contribute any amount hereunder
that exceeds the amount of fees previously received by SGI pursuant to the
Agreement.

      


      Neither
termination nor completion of the engagement of SGI referred to above shall
affect these Indemnification Provisions which shall then remain operative and in
full force and effect.