|   | ACCELERIZE NEW MEDIA, INC.                                        |   |
|--------|-------------------------------------------------------------------|--------|
|   | (Exact name of  registrant as specified in its charter) |   |

| Delaware                 |   | 20-3858769                        |
|--------------------------|--------|-----------------------------------|
| (State of Incorporation) |   | (IRS Employer Identification No.) |

|   | 2244 WEST COAST HIGHWAY, NEWPORT BEACH, CALIFORNIA 92663                  |   |
|--------|---------------------------------------------------------------------------|--------|
|   | (Address of principal  executive  offices) (Zip Code) |   |

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| (b)         | Exhibits                                                                                                                                                                                                                                                                                                                                                                                                              |
|-------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| EXHIBIT NO. | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                           |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.1         | Certificate of Incorporation dated November 22, 2005, as amended by Certificate of Designation dated August 8, 2006 (incorporated by reference to the Company’s Registration Statement on Form SB-2  (file no. 333-139586)  filed on December 22, 2006.)                                                                                                                                    |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.2         | Certificate of Designation of 10% Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2 (file no. 333-139586)  filed on December 22, 2006.)                                                                                                                                                                             |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.3         | Certificate of Designation of 8% Series B Convertible Preferred Stock (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2007.)                                                                                                                                                                                                         |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.4         | By-laws of the Company (incorporated by reference to the Company’s Registration Statement on Form SB-2 (file no. 333-139586) filed on December 22, 2006.)                                                                                                                                                                                                                                                       |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.1         | Form of Common Stock Certificate (incorporated by reference to the Company’s Registration Statement on Form SB-2 (file no. 333-139586) filed on December 22, 2006.)                                                                                                                                                                                                                                             |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.2         | Form of Preferred Stock Certificate (incorporated by reference to the Company’s Registration Statement on Form SB-2 (file no. 333-139586) filed on December 22, 2006.)                                                                                                                                                                                                                                          |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.3         | Form of Common Stock Purchase Warrant for 10% Series A Convertible Preferred Stock (incorporated by reference to the Company’s Registration Statement on Form SB-2 (file no. 333-139586) filed on December 22, 2006.)                                                                                                                                                                                           |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.4         | Form of Common Stock Purchase Warrant for 8% Series B Convertible Preferred Stock (incorporated by reference to the Company’s Quarterly Report on Form 10-QSB filed on August 13, 2007.)                                                                                                                                                                                                                   |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1*       | Employment Agreement of Brian Ross (incorporated by reference to the Company’s Registration Statement on Form SB-2 (file no. 333-139586) filed on December 22, 2006.) as amended by Amendment No.1 to Employment Agreement of Brian Ross, dated January 1, 2010 (incorporated by reference to exhibit 10.5 to the Company's Annual Report on Form 10-K (file no. 000-52635) filed on March 26, 2010). |

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| 10.2*            | Employment Agreement of Damon Stein (incorporated by reference to Amendment No.1 to the Company’s Registration Statement on Form SB-2 (file no. 333-139586) filed on January 31, 2007.) as amended by Amendment No.1 to Employment Agreement of Damon Stein, dated January 1, 2010 (incorporated by reference to exhibit 10.8 to the Company's Annual Report on Form 10-K (file no. 000-52635) filed on March 26, 2010). |
|------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.3*            | Employment Agreement of Jeff McCollum (incorporated by reference to the Company's Current Report on Form 8-K (file no. 000-52635) filed on March 19, 2009.)                                                                                                                                                                                                                                                                         |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.4*            | Employment Agreement of Daniel Minton, dated January 1, 2010 (incorporated by reference to exhibit 10.11 to the Company's Annual Report on Form 10-K (file no. 000-52635) filed on March 26, 2010).                                                                                                                                                                                                                                      |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.5*            |  Employment Agreement of Thomas John Gabriele, dated January 1, 2011 (incorporated by reference to exhibit 10.1 to the Company's Current Report on Form 8-K (file no. 000-52635) filed on January 10, 2011).                                                                                                                                                                                                                        |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.6*            | Accelerize New Media, Inc. Stock Option Plan (incorporated by reference to the Company’s Registration Statement on Form SB-2 (file no. 333-139586) filed on December 22, 2006.)                                                                                                                                                                                                                                                    |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.7*            | Form of Stock Option Agreement (incorporated by reference to the Company’s Registration Statement on Form SB-2 (file no. 333-139586) filed on December 22, 2006.)                                                                                                                                                                                                                                                                  |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.8   | Form of Promissory Note (incorporated by reference to Amendment No.3 of the Company’s Registration Statement on Form SB-2 (file no. 333-139586) filed on April 30, 2007.)                                                                                                                                                                                                                                                          |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.9   | Form of Note Conversion Agreement (incorporated by reference to the Company’s Current Report on Form 8-K furnished on September 7, 2007.)                                                                                                                                                                                                                                                                                          |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.10            | Form of First Convertible Promissory Note (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 (file no. 000-52635) filed on March 31, 2008.) as amended by Amendment No. 1 (incorporated by reference to the Company's Current Report on Form 8-K (file no. 000-52635) filed on May 29, 2009).                                                                             |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.11            | Form of Warrant issued to First Convertible Promissory Note holders (incorporated by reference to the Company Current Report on Form 8-K (file no. 000-52635) filed on May 5, 2008.)                                                                                                                                                                                                                                                     |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.12            | Form of Second Convertible Promissory Note (incorporated by reference to the Company’s Current Report on Form 8-K (file no. 000-52635) filed on March 26, 2009.) as amended by Amendment No. 1 (incorporated by reference to the Company's Current Report on Form 8-K (file no. 000-52635) filed on May 29, 2009).                                                                                                                 |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.13            | Form of Warrant issued to Second Convertible Promissory Note holders (incorporated by reference to the Company’s Current Report on Form 8-K (file no. 000-52635) filed on March 26, 2009).                                                                                                                                                                                                                                         |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.14            | Form of Subscription Agreement (incorporated by reference as exhibit 4.1 to the Company's Current Report on Form 8-K (file no. 000-52635) filed on May 6, 2010).                                                                                                                                                                                                                                                                         |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.15            | Form of Common Stock Purchase Warrant (incorporated by reference as exhibit 4.2 to the Company's Current Report on Form 8-K (file no. 000-52635) filed on May 6, 2010).                                                                                                                                                                                                                                                                  |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.16            | Form of Subscription Agreement (incorporated by reference as exhibit 4.1 to the Company's Current Report on Form 8-K (file no. 000-52635) filed on October 22, 2010).                                                                                                                                                                                                                                                                    |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.17            | Form of Common Stock Purchase Warrant (incorporated by reference as exhibit 4.2 to the Company's Current Report on Form 8-K (file no. 000-52635) filed on October 22, 2010).                                                                                                                                                                                                                                                             |

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| 10.18                                       | Common Stock Purchase Warrant (incorporated by reference as exhibit 4.1 to the Company's Current Report on Form 8-K (file no. 000-52635) filed on January 7, 2011).                                 |
|---------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                        |                                                                                                                                                                                                |
| 10.19                                       | Intellectual Property Security Agreement (incorporated by reference as exhibit 4.2 to the Company's Current Report on Form 8-K (file no. 000-52635) filed on January 7, 2011).                      |
|                                        |                                                                                                                                                                                                |
| 10.20                                       | Form of Subordination Agreement Common Stock Purchase Warrant (incorporated by reference as exhibit 4.3 to the Company's Current Report on Form 8-K (file no. 000-52635) filed on January 7, 2011). |
|                                        |                                                                                                                                                                                                |
|      10.21**            | Loan Agreement dated January 3, 2011, between the Company and Agility Capital II, LLC (portions of this exhibit have been omitted pursuant to a request for confidential treatment).                |
|                                        |                                                                                                                                                                                                |
| 23.1                                   | Consent of Sherb & Co., LLP (incorporated by reference as exhibit 23.1 to the Company's Annual Report on Form 10-K (file no. 000-52635) filed on March 31, 2011).                               |
|                                        |                                                                                                                                                                                                |
|     31.1**              | Rule 13a-14(a) Certification.                                                                                                                                                                  |
|                                        |                                                                                                                                                                                                |
|       32.1*** | Certification pursuant to 18 U.S.C. Section 1350.                                                                                                                                                   |

| *   | Management contract or compensatory plan or arrangement. |
|-----|----------------------------------------------------------|
| **  | Filed herewith.                                          |
| *** | Furnished herewith.                                      |

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|   | ACCELERIZE NEW MEDIA, INC.  |                                                       |
|--------|----------------------------------|------------------------------------------------------------|
|   |                             |                                                       |   |
|   | By:                              | /s/ Brian Ross                                        |   |
|   |                             | Brian RossPresident, Chief Executive Officer and Treasurer |   |