Promissory Note


    Exhibit
      10.6

    
 

    ACCLERIZE
      NEW MEDIA, INC.

    10%
      Note

    Due
      October 4, 2007

     

    


     

    [$  
      50,000]                                   April
      4,
      2007

    (U.S.
      Dollars)

    (Principal
      Amount)

    


     

    FOR
      VALUE RECEIVED,
      Accelerize New Media, Inc., a corporation incorporated under the laws of the
      State of Delaware (the “Company”) with an address at 6477 Highway 93 South,
      Suite 303 Whitefish, Montana 59937, hereby promises to pay to Nunley Investments
      LLC, or his, her or its registered assigns (the “Holder”), at 2000 BRADSHAW RD.
Grand
      Cane, LA. 71032 (“Holder’s Address”), upon due presentation and surrender of
      this 10% Note (this “Note” and, together with other 10% Notes, the “Notes”), on
      October 4, 2007 (the “Maturity Date”), the principal amount of Fifty Thousand
      dollars ($50,000) and accrued interest thereon as hereinafter
      provided.

    


    ARTICLE
      I 

     

    PAYMENT
      OF PRINCIPAL AND INTEREST; METHOD OF PAYMENT

     

    1.1 Payment
      of Principal and Interest.
      Payment
      of the principal and accrued interest on this Note shall be made in such coin
      or
      currency of the United States of America as at the time of payment shall be
      legal tender for the payment of public and private debts. Interest (computed
      on
      the basis of a 360-day year for the number of days elapsed) on the unpaid
      portion of said principal amount from time to time outstanding shall be paid
      by
      the Company at the rate of ten percent (10%) per annum, in like coin and
      currency, payable to the Holder in monthly installments beginning April 15,
      2007. Interest shall accrue from the date of this Note. Both principal hereof
      and interest thereon are payable at the Holder’s address above or such other
      address as the Holder shall designate from time to time by written notice to
      the
      Company. The Company will pay or cause to be paid all sums becoming due hereon
      for principal and interest by wire transfer or check, sent to the Holder’s above
      address or to such other address as the Holder may designate for such purpose
      from time to time by written notice to the Company, without any requirement
      for
      the presentation of this Note or making any notation thereon, except that the
      Holder hereof agrees that payment of the final amount due shall be made only
      upon surrender of this Note to the Company for cancellation.

     

    ARTICLE
      II

     

    MISCELLANEOUS

     

    2.1 Default.
      If one
      or more of the following described events (each of which being an “Event of
      Default” hereunder) shall occur and shall be continuing,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a) the
      Company shall breach, fail to perform, or fail to observe in any material
      respect any material covenant, term, provision, condition, agreement or
      obligation of the Company under this Note, and such breach or failure to perform
      shall not be cured within forty five (45) days after receipt of a written notice
      by the Company; or

     

    (b) bankruptcy,
      reorganization, insolvency or liquidation proceedings or other proceedings
      for
      relief under any bankruptcy law or any law for the relief of debtors shall
      be
      instituted by or against the Company and, if instituted against the Company,
      Company shall by any action or answer approve of, consent to or acquiesce in
      any
      such proceedings or admit the material allegations of, or default in answering
      a
      petition filed in any such proceeding or such proceedings shall not be dismissed
      within ninety (90) days thereafter; or

     

    (c) the
      Company shall have failed to pay interest and/or principal when due hereunder,
      and shall have failed to make such payment within forty five (45) days after
      receipt of a written notice by the Company of nonpayment;

     

    then,
      or
      at any time thereafter, and in each and every such case, unless such Event
      of
      Default shall have been waived in writing by the Holder (which waiver shall
      not
      be deemed to be a waiver of any subsequent default), the Holder will provide
      the
      Company with a written notice (the “Default Notice”), advising the Company that
      an Event of Default has occurred and is continuing, and that if such Event
      of
      Default is not cured with in ten (10) business days, then at the option of
      the
      Holder, and in the Holder’s sole discretion, the Holder may consider the entire
      principal amount of this Note (and all interest through such date) due and
      payable in cash, without any additional presentment, demand protest or notice
      of
      any kind, all of which are hereby expressly waived, anything herein or in any
      Note or other instruments contained to the contrary notwithstanding, and Holder
      may immediately enforce any and all of the Holder’s rights and remedies provided
      herein or any other rights or remedies afforded by law. 

     

    2.2 Prepayment.
      The
      principal amount of this Note and any accrued and unpaid interest thereon may
      be
      prepaid, in whole or in part, at any time without penalty or premium, at the
      discretion of the Company.

     

    2.3 Rights
      Cumulative.
      The
      rights, powers and remedies given to the Holder under this Note shall be in
      addition to all rights, powers and remedies given to it by virtue of any
      document or instrument executed in connection therewith, or any statute or
      rule
      of law.

     

    2.4 No
      Waivers.
      Any
      forbearance, failure or delay by the Holder in exercising any right, power
      or
      remedy under this Note, any documents or instruments executed in connection
      therewith or otherwise available to the Holder shall not be deemed to be a
      waiver of such right, power or remedy, nor shall any single or partial exercise
      of any right, power or remedy preclude the further exercise
      thereof.

     

    2.5 Amendments
      in Writing.
      No
      modification or waiver of any provision of this Note, or any documents or
      instruments executed in connection therewith shall be effective unless it shall
      be in writing and signed by the Company and the Holder, and any such
      modification or waiver shall apply only in the specific instance for which
      given.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.6 Governing
      Law.
      This
      Note and the rights and obligations of the parties hereto, shall be governed,
      construed and interpreted according to the laws of the State of New York,
      without regard to such State’s rules of conflicts of laws.

     

    2.7 Notices.
      Any
      notice required or given with respect to this Note shall be valid and effective
      when delivered (i) by registered or U.S. post office stamped certified mail,
      (ii) by a nationally recognized overnight air courier, or (iii) by hand, in
      all
      cases to the respective addresses listed above.

     

    2.8 Mutilated,
      Lost, Stolen or Destroyed Note.
      In case
      this Note shall be mutilated, lost, stolen or destroyed, the Company shall
      issue
      and deliver in exchange and substitution for and upon cancellation of the
      mutilated Note, or in lieu of and substitution for the Note, mutilated, lost,
      stolen or destroyed, a new Note of like tenor and representing an equivalent
      right or interest, but only upon receipt of a sworn affidavit or other evidence
      reasonably satisfactory to the Company of such loss, theft or destruction and
      an
      indemnity, if requested, also reasonably satisfactory to it.

    


     

    IN
      WITNESS WHEREOF,
      Accelerize new Media, Inc. has caused this Note to be duly executed and
      delivered as of the date first above written.

     

    


    ACCELERIZE
      NEW MEDIA, INC.

     

    By:
      /s/
      Brian Ross

    Name:
      Brian Ross

    Title:
      President, Chief Executive Officer, Treasurer and Secretary