Unassociated Document


    Exhibit
10.4

     

    Financial  Life
Planning

    LLC

    


    


     December
18, 2009

    


    PERSONAL
& CONFIDENTIAL

    


    Brian
Ross

    CEO

    Accelerize
New Media, Inc.

    12121
Wilshire Boulevard., Suite 322

    Los
Angeles, CA 90025

    


    Re:           Engagement
Letter

    


    Dear
Brian:

    


    Financial
Life Planning LLC ("Financial Life Planning," unless otherwise indicated) is
pleased to submit this letter of engagement ("this Agreement") setting forth the
terms and conditions whereby Financial Life Planning will act as the
non-exclusive financial advisor and financing agent for Accelerize New Media,
Inc. (OTCBB: ACLZ.OB) ( the "Company"), in advising, seeking, arranging and
negotiating the private placement of securities   ("Equity")
(collectively, the "Transaction").

    


    
      	
              1.

            	
              Services
      of Financial Life Planning

            


    

    


    Financial
Life Planning will endeavor, on a best efforts basis, to obtain one or more
commitments for the Transaction in the form of a commitment letter or binding
agreement or definitive agreement or other similar document (individually a
"Commitment" or collectively the "Commitments") from one or more financial
institutions, institutional investors, or other sources (each, a "Financial
Source").  The major terms of the Transaction must be deemed
acceptable to the Company as evidenced by the Company's written acceptance of a
Commitment.  During the term of the Agreement, Financial Life Planning
will be prepared, upon your written request, to:

    


    
      	
              1.1

            	
              Assist
      the Company in the preparation of materials (collectively, "Documents")
      that include select business and financial information about the Company,
      a description of the proposed Transaction with proposed terms and
      conditions, and other relevant information as a Financial Source may
      request.

            


    

     

    
      	
              1.2

            	
              Contact
      and seek to elicit interest from one or more Financial Sources to
      participate in the Transaction.

            


    

     

     

    
      
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              1.3

            	
              Coordinate
      inquiries from and assist in the preparation of additional Documents
      providing such information and analyses as may be requested by Financial
      Source.

            


    

    


    
      	
              1.4

            	
              Advise
      the Company as to the procedures to obtain a favorable Transaction, and
      assist the Company in evaluating the terms and conditions of any
      Commitment; provided, however, that Financial Life Planning will not be a
      material participant or negotiator in any
  Transaction.

            


    

    


    The Company hereby grants
Financial Life Planning the right and authority to perform these services, to
locate Financial Sources and to obtain Commitments during the term of the
Agreement.  If the Company accepts or otherwise enters into any
Commitment from a Financial Source during the term of this Agreement and the
Company closes the Transaction under such Commitment, the Company expressly
agrees that Financial Life Planning's services have been fully performed as
outlined herein, and the Company shall pay Financial Life Planning compensation
as outlined herein.

    


    
      	
              2.

            	
              Terms
      and Conditions

            


    

    


    
      	
              2.1

            	
              Authority.  The
      Company represents and warrants that the Company is in all respects
      qualified and authorized to accept the Commitments being arranged by
      Financial Life Planning.  Financial Life Planning is not
      responsible for the qualifications of the Company, the vesting or quality
      of title or any other matters affecting the consummation of the
      Transaction.

            


    

    


    
      	
              2.2

            	
              Completion.  If,
      within twelve months from the earlier of the expiration date or
      termination of this Agreement, the Company accepts and closes any
      Commitment for a Transaction from any Financial Source introduced to the
      Company by Financial Life Planning, the Company and Financial Life
      Planning expressly agree and understand that Financial Life Planning has
      performed its services and is entitled to compensation as provided
      herein to the
      Company, the Company agrees that it will fully disclose discussions and
      activities with Financial Sources introduced by Financial Life Planning,
      initiated by the Company to secure financing during the term of this
      Agreement.

            


    

     

     

    
      
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              2.3

            	
              Company
      Information.  The Company represents and warrants that
      all information (a) made available to Financial Life Planning by the
      Company or (b) contained in the Documents will to the best of the
      Company’s knowledge, at all times during the period of the engagement of
      Financial Life Planning 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 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 to Financial Life Planning or
      contained in the Documents will have been prepared in good faith to the
      best of the Company’s knowledge 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, Financial Life Planning will be using
      and relying on such information and additional information available from
      public or other sources without independent verification, that Financial
      Life Planning will not assume responsibility for the accuracy or
      completeness of such information (included in the Documents or otherwise),
      and that Financial Life Planning will not undertake to make an independent
      appraisal of any of the assets of the Company or any of its
      subsidiaries.

            


    

    


    
      	
              2.4

            	
              Indemnification. The
      Company acknowledges that Financial Life Planning, in the performance of
      its duties under this Agreement, must rely upon the accuracy and
      completeness of information that the Company and its personnel and agents
      supply to the Financial Life Planning. Accordingly, the Company agrees to
      indemnify, hold harmless and defend the Financial Life Planning, its
      officers, agents and/or employees from any claims, costs, expenses and
      damages sought in any legal proceeding or suit that arises out of or is
      based upon any breach of any representations or warranties made by the
      Company  pursuant to this Agreement, including without
      limitation any based on inaccurate or incomplete material information that
      the Company supplies Financial Life Planning; provided, however, that the
      Company  shall not be obligated to indemnify Financial Life
      Planning for any damages  against the Company based on proven
      intentional material misstatements, misrepresentations, or negligence
      by  Financial Life
Planning.

            


    

    


    
      	
              3.

            	
              Compensation/Payment for
      Services Performed

            


    

    


    As
compensation for Financial Life Planning's services, the Company will pay, or
cause to be paid, the following fees to Financial Life Planning:

    


    
      	
              3.1

            	
              Compensation
      to Financial Life Planning

            


    

    


    
      	
              3.1.1

            	
              A
      contingent cash transaction fee (the "Success Fee") equal to eight percent
      (8%) of the amount of any Commitment from Financial Sources introduced by
      Financial Life Planning, which has closed and became a part of the
      Transaction.  The Success Fee shall be due and payable to
      Financial Life Planning, only from proceeds of the Transaction actually
      received by the Company, on the date of the first closing or funding of
      the Transaction with any Financial Source introduced by Financial Life
      Planning.  Success Fee(s) for funding of the Transaction
      actually received by the Company in the future from Financial Sources
      introduced by Financial Life Planning are due and payable to Financial
      Life Planning at the time they are received by the Company, and will be
      paid from the proceeds of that funding activity. The Success Fee shall be
      reduced by the amount of the fees actually received by Financial Life
      Planning.  The Success Fee shall be based on the value of the
      Transaction or a series of Transactions with the Financial Source. The
      Success Fee shall be earned once the Company enters into a Transaction
      which the parties agree is defined as the selling of stock, and/or
      creating a debt instrument for cash actually received by the
      Company.   All earned Success Fees shall be payable to
      Financial Life Planning by wire contemporaneously from the proceeds of
      funds provided at closing of each
Transaction.

            


    

     

     

    
      
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              3.1.2

            	
              In addition, the
      Company agrees to issue to Financial Life Planning or its designees,
      Warrants to purchase the number of shares of the common stock of
      the Company that have an aggregate value (based on the equity price per
      share established at the closing of the Transaction) equal to eight
      percent (8.0%) of the amount of proceeds from the Transaction with the
      Financial Source introduced by Financial life Planning (the
      "Warrants").  The Warrants shall be earned as of the first
      closing of the Transaction, and shall contain terms and conditions which
      mirror those of the Transaction.

            


    

     

    
      	
              4.

            	
              Representations and
      Warranties

            


    

    


    
      	
              4.1

            	
              Each
      of the Company and Financial Life Planning hereby agrees, warrants and
      represents to conduct the Transaction in a manner intended to qualify for
      the exemption from the registration requirements of the Securities Act of
      1933, as amended (the “Act”), provided by Section 4(2) of the
      Act.  Each of the Company and Financial Life Planning hereby
      agrees, warrants and represents to limit offers to sell, and solicitations
      of offers to buy, securities of the Company in connection with the
      Transaction to persons reasonably believed by it to be “qualified
      institutional buyers” as such term is defined in Rule 144A under the Act
      and “accredited investors” as such term is defined in Rule 501(a) of
      Regulation D promulgated under the
Act.

            


    

    
    

    


    
      	
              4.2

            	
              Each
      of the Company and Financial Life Planning hereby agrees warrants and
      represents that any offers made in connection with the Transaction will be
      made only to prospective purchasers on an individual basis and that no
      form of general solicitation or general advertising (within the meaning of
      Rule 502 under the Act) will be used in connection with the
      Transaction.  Each of the Company and Financial Life Planning
      hereby agrees, warrants and represents to conduct the Transaction in a
      manner intended to comply with the registration or qualification
      requirements, or available exemptions there from, under applicable state
      “blue sky” laws and applicable securities laws of other
      jurisdictions.

            


    

    
    

    


    
      	
              4.3

            	
              Financial
      Life Planning represents and warrants that it understands that the
      availability of a securities law exemption for the Transaction may depend
      on it being a registered broker/dealer.  Accordingly, Financial
      Life Planning hereby indemnifies and holds harmless the Company and its
      affiliates, controlling persons, directors, officers, representatives and
      agents against any and all losses, claims, damages or liabilities
      (including, without limitation, reasonable attorneys fees and expenses) to
      which the Company and such persons may become subject arising out of or in
      connection with Financial Life Planning's failure to be so registered or
      any breach of representations or warranties made by Financial Life
      Planning in this Agreement.

            


    

     

     

    
      
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              4.4

            	
              The
      Company may decline to consummate the Transaction with any Financial
      Source or any other party, in the Company's sole and absolute
      discretion.

            


    

    


    
      	
              5.

            	
              Miscellaneous

            


    

    


    
      	
               
      

            	
              5.1

            	
              Term.  This
      Agreement will become effective upon the date of its acceptance by the
      Company (the "Effective Date") and will continue thereafter for a period
      ending February 28, 2010.  Thereafter, this Agreement may be
      extended for an additional ninety (90) day period if the parties shall
      agree to such extension in writing .  It is expressly agreed
      that the provisions of paragraphs 2.3, , , and 3.1 of this Agreement shall
      survive any expiration or termination of this Agreement for five years
      from the date thereof and that paragraphs 2.4, 4.1, 4.2 and 4.3 shall
      survive any expiration or termination of this Agreement
      indefinitely.

            


    

    


    
      	
               
      

            	
              5.2

            	
              Confidentiality.  Except
      as contemplated by the terms hereof or as required by applicable law,
      Financial Life Planning shall keep confidential all material non-public
      information provided to it by the Company, and shall not disclose such
      information to any third party, other than such of its employees and
      advisors as Financial Life Planning determines to have a need to
      know.  The documents and any other information or data about the
      Company, its subsidiaries or their assets will only be made available to a
      Financial Source upon the execution of a confidentiality agreement
      prepared by Financial Life Planning and acceptable to the
      Company.

            


    

    


    
      	
               
      

            	
              5.3

            	
              Nature of
      Engagement.  Financial Life Planning is being retained to
      serve as the non-exclusive financial advisor solely to the Company, and
      the engagement of Financial Life Planning shall not be deemed to be on
      behalf of and is not intended to confer rights or benefits upon any
      shareholder or creditor of the Company or its subsidiaries or upon any
      other person.  Unless expressly agreed to in writing by
      Financial Life Planning, no one other than the Company is authorized to
      rely upon this engagement of Financial Life Planning or any statements,
      conduct or advice of Financial Life Planning.  No opinion or
      advice of Financial Life Planning shall be used for any other purpose or
      reproduced, disseminated, quoted or referred to at any time, in any manner
      or for any purpose, nor shall any public or other references to Financial
      Life Planning (or to such opinions or advice) be made without the express
      prior written consent of Financial Life Planning, which consent shall not
      be unreasonably withheld.

            


    

     

    
      	
               
      

            	
              5.5

            	
              Parties.  This
      Agreement shall be binding upon the parties and their successors and
      assigns and shall also inure to the benefit of the Indemnified Persons
      designated herein and their heirs and assigns.  By signing this
      Agreement, the signing party represents that such party has unconditional
      authority to enter into and bind that party to its obligations set forth
      in this Agreement.

            


    

     

     

    
      
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              5.6

            	
              Arbitration.  Any
      dispute related to this Agreement, any transaction contemplated hereby, or
      any other matter contemplated hereby shall be settled by arbitration in
      the County of New York, New York in accordance with the commercial
      arbitration rules then in effect of the American Arbitration Association
      ("AAA"), by a single arbitrator selected in accordance with the rules of
      the AAA.  Any award entered by the arbitrator shall be final,
      binding and nonappealable with judgment may be entered thereon by any
      party in accordance with applicable law in any court of competent
      jurisdiction.  On reasonable notice after the commencement of
      the arbitration and before any hearing, each party shall produce to the
      other all documents relevant to the subject matter of the
      dispute.  Any dispute as to the relevance of material or any
      other dispute of whatever nature arising out of or connected with or
      related to discovery of materials shall be determined by the
      arbitrator.  This arbitration provision shall be specifically
      enforceable.  The fees of the American Arbitration Association
      and the arbitrator and any expenses relating to the conduct of the
      arbitration shall be split and paid equally between the Company and
      Financial Life Planning.

            


    

    


    
      	
               
      

            	
              5.7

            	
              Modifications and
      Amendments.  This Agreement represents the entire
      understanding between the Company and Financial Life Planning with respect
      to the Transaction, and all prior discussions are merged
      herein.  It is understood that Financial Life Planning's
      obligations under this Agreement is to use its best efforts throughout the
      period for which it acts as the Company's exclusive agent as described
      herein.  Financial Life Planning' engagement is not intended to
      provide the Company or any other person or entity with any assurances that
      any Transaction will be
consummated.

            


    

    


    
      	
               
      

            	
              5.8

            	
              Independent
      Contractor.  Financial
      Life Planning is an independent contractor in performing its services
      hereunder and cannot be considered an employee or partner of the
      Company. Financial Life Planning will not have any right or
      authority to bind the Company or otherwise create any obligations of any
      kind on behalf of the Company and will make no representation to any third
      party to the contrary.

            


    

    


    
      	
               
      

            	
              5.9

            	
              Other.  The
      Company acknowledges that Financial Life Planning may provide similar
      services to other clients in the Company's industry including but not
      limited to public relations, investor relations, road shows, consulting
      and/or communications services; this Agreement shall not be assigned by
      either party without the written consent of the other party;
      and  the Company's signature to this Agreement will also
      acknowledge that the Company has disclosed to Financial Life Planning any
      prospective Financial Sources with whom the Company has had conflict and
      they are listed on a separate schedule signed by the parties hereto, or
      none exist.

            


    

     

     

    
      
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              5.10

            	
              This
      Agreement may not be amended or modified except pursuant to a writing
      signed by all parties and shall be governed by and construed in accordance
      with the laws of the State of New
York.

            


    

    


    If the
foregoing correctly sets forth the entire understanding and agreement between
Financial Life Planning and the Company, please have an authorized person of the
Company so indicate by signing and dating in the spaces provided for that
purpose below and return an executed copy to Financial Life
Planning.

    


    


    


    ------
SIGNATURE PAGE TO FOLLOW ------

     

     

    
      
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    IN
WITNESS WHEREOF:

    


    The
parties have caused this Agreement to be executed in duplicate by their duly
authorized representatives.

    


    


    FINANCIAL
LIFE PLANNING

    


    By: /s/ Raymond
Markman

         Raymond
Markman, President

     

    
 

     ACCELERIZE
NEW MEDIA, INC.

    12121
Wilshire Boulevard., Suite 322

    Los
Angeles, CA 90025

    


    


    By: /s/ Brian
Ross

    Brian
Ross

    Chief
Executive Officer

    December 18,
2009

    Date

    


     

    
                                                       

    

    
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      ENGAGEMENT
LETTER AGREEMENT AMENDMENT

       

      


      This
ENGAGEMENT LETTER AGREEMENT AMENDMENT (the “Amendment”) is effective as of
February 18, 2010 by and between Ray Markman and his firm Financial Life
Planning LLC, and Accelerize New Media, Inc.( "Company") Together, Ray Markman
and his firm Financial Life Planning LLC and Company are referred to as the
"Parties:"

      


      W I T N E
S S E T H:

      


      WHEREAS, the Parties entered into an
Engagement Letter Agreement dated December 18, 2009 (“the Agreement”), whereby
Financial Life Planning LLC was appointed non-exclusive financial advisor and
financing agent of the Company during the Term of the Agreement for the purpose
of advising, seeking, arranging and negotiating the private placement of
Company’s securities.

      


      WHEREAS, the Parties desire to amend
certain provisions of the Agreement pertaining to the entity name listed on the
Agreement.

      


      NOW, THEREFORE, in consideration of the
foregoing premises, the mutual covenants herein contained and each act performed
hereunder by the parties, Financial Life Planning LLC and Company agree that the
Agreement is amended as follows:

      


      


      
        	
                 
      

              	
                1.

              	
                Incorporation of
      Recitals.  The above recitals are hereby incorporated
      into this Amendment as if fully set forth
  herein.

              


      

      


      
        	
                 
      

              	
                2.

              	
                Amendment of Opening
      Paragraph of Agreement.  The Opening Paragraph of the
      Agreement is hereby deleted in its entirety and the following is hereby
      substituted in lieu thereof:

              


      

      


      “Ray
Markman and his firm Financial Life Planning LLC ("Financial Life Planning,"
unless otherwise indicated) is pleased to submit this letter of engagement
("this Agreement") setting forth the terms and conditions whereby Financial Life
Planning will act as the non-exclusive financial advisor and financing agent for
Accelerize New Media, Inc. (OTCBB: ACLZ.OB) ( the "Company"), in advising,
seeking, arranging and negotiating the private placement of
securities   ("Equity") (collectively, the
"Transaction").”

      


      


      


       

      


      [SIGNATURE
PAGE FOLLOWS.]

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      IN WITNESS WHEREOF, the parties have
caused this Amendment to be executed as of the Effective Date.

      
 

      
        	 	For:  Ray Markman and his firm
      Financial Life Planning LLC	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/Ray Markman	 
	 	 	Ray Markman	 
	 	 	 	 


         

        
          
            	 	
                    For:  Accelerize
      New Media, Inc.

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Brian Ross	 
	 	 	Brian Ross	 
	 	Its: 	Chief Executive Officer