ACCELERIZE NEW MEDIA, INC. CONSULTING AGREEMENT
Exhibit
10.5
ACCELERIZE
NEW MEDIA, INC.
This
consulting agreement is by
and
between Accelerize New Media, Inc., a Delaware corporation with headquarters
at
0000
XXX
00 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000
(the
“Company”),
and
Facility Consulting, LLC, a Nevada
LLC (the “Provider”), and
will
be
effective as of January 1, 2007 (the “Effective
Date”):
1.
Consultant.
(a)
The
Provider agrees to provide Xxx Xxxxxxxx (the “Consultant”) as a consultant to
the Company to perform the provisions of this agreement on the terms and
conditions set forth below. The Provider understands that the Company has
purchased the business of The Debt Reduction Group, LLC (“DRG”)
and
intends to continue and to grow DRG’s internet marketing business (the
“DRG
Business”)
as
well as all other aspects of the Company’s business. As
a 50%
owner of DRG, the Consultant provided services to the DRG Business and, pursuant
to this Agreement, will provide similar services as well as other consulting
services to the Company in connection with the integration of the DRG Business
as well as in connection with the operation of the business of the Company
(the
“Services”).
The
Services will include responsibility for all marketing of the DRG Business
and
advising on the websites, xxxxx sales and marketing of the Company’s properties
including xxxxxxxxxxxxxxxxxxx.xxx, xxxxxxxxxx.xxx or "Investor Services".
(b)
So
long as the Consultant is engaged in the Services on a full time basis, he
will
devote sufficient business time, labor, skill, attention and work to the best
of
his ability to perform his duties hereunder in a manner which will faithfully
and diligently further the business and interests of the Company. During the
term of his consultancy, the Consultant will not directly or indirectly pursue
any other business activity which
unreasonably interferes
with the
performance of his duties and responsibilities hereunder; provided,
however,
that
the Consultant may pursue other business interests and serve on civic or other
charitable boards or committees and manage personal investments, so long as
such
activities do not interfere in
any
material respect
with the
performance of his duties and responsibilities hereunder; provided
further
that
this Section 1(b) shall not apply when the Consultant is consulting on a
“Part-Time”
basis
(as defined below).
2.
Representations
and Warranties.
The
Provider and the Consultant represent and warrant that the Consultant does
not
have and will not enter into (a) obligations with any third parties that
interfere with the satisfaction of his obligations to the Company as provided
hereunder and (b) any arrangements that might impact the performance of his
Services or the ownership of any intellectual property that he may develop
during the Term.
3.
Compensation.
In
consideration for the provision of the Consultant to perform the Services for
the Company, the Provider will receive (a) One Hundred Twenty Thousand Dollars
($120,000) per year so long as the Consultant is engaged in the Services on
a
full time basis, (b) the Company will reimburse the Consultant for the cost
of
his health insurance premium as set forth on Exhibit
A
and (c)
the Company will reimburse the Consultant for the cost of monthly cell phone
charges for calls relating to the Company’s business or the provision of the
Services hereunder. When the provision of the Services becomes Part-Time,
payments owing hereunder shall be reduced to $75,000 per year and the Company
shall no longer be responsible for the payment of the Consultant’s health
insurance premium or cell phone charges. For the purposes of this Section 3,
the
Consultant shall be deemed to be engaged “Part-Time”
if
the
President or the Consultant notifies the other that the status has been reduced
to Part-Time or requests that the Services provided hereunder be reduced or
revised. If the Consultant disagrees with a determination that he be engaged
Part-Time, the parties agree to work together to determine how he can fulfill
his obligations under this Agreement on a full time basis. Notwithstanding
that
the Services are rendered on a Part-Time basis, the Consultant shall remain
obligated to perform all the Services required of him hereunder (taking into
account any reduction or revision of the Services agreed upon by the
parties).
1
Stock
Option Plan.
The
Consultant shall, to the extent he is otherwise eligible, be entitled to
participate in the Company’s stock option plan; provided that any grant of
options shall be subject to vesting and other terms and conditions as may be
determined by the Board of Directors of the Company. Upon execution of this
agreement, the Consultant shall be granted a non-qualified stock option (an
“NSO”)
to
purchase 400,000 shares of the Company’s common stock subject to the terms and
conditions of the option agreement between the Company and you relating to
such
option of even date herewith (the “NSO
Agreement”).
5.
Term
and Termination.
The
term
of this Agreement shall be for three (3) years from the Effective Date (the
“Term”);provided that
you
shall have the option to renew for an additional 2 year term by giving written
notice to the Company of your intention to do so 60 days before the expiration
of the Term. If this option is exercised the word “Term” shall include such
additional 2 year period. You and the Company may also elect to continue your
consulting after expiration of the Term or the renewal period on such terms
and
conditions of consulting as are mutually agreed upon; provided
further
that
Section 6 of this Agreement shall continue in full force and effect during
any
period in which you are consulting with the Company, including without
limitation, any period of consulting following the Term and shall survive the
termination of your consulting.
(a)
Termination
Without Cause.
During
the Term, this Agreement and the Consultant’s services may be terminated by
either party without Cause by giving thirty (30) days’ prior written notice of
such termination to the other party; provided,
however,
that
the Company may terminate the consultancy without any payment obligation
immediately after receiving written notice that the Provider intends to
terminate this Agreement. In the event that the Company terminates the
Consultant’s services without Cause during the Term, the Company shall, subject
to the Consultant’s execution and delivery of a general release in favor of the
Company and its affiliates, and the Provider’s and Consultant’s compliance with
the terms of this Agreement, pay a severance payment of the greater of the
remaining payments due on the term of this Agreement or an Annual Base Salary
otherwise payable through one (1) year, payable in accordance with the Company’s
normal payroll practices (or, at the Consultant’s option, in one lump sum
payment, discounted to present value using a 5% discount rate), and
notwithstanding anything to the contrary, the Consultant will be entitled to
such payments only if the Consultant and Provider have complied in full with
the
terms of this Agreement following his termination (e.g.,
his
Non-Competition, Non-Solicitation, Confidentiality, and Return of Property
obligations, etc.).
In
addition, (i) the Consultant shall be entitled to receive all earned but unpaid
amounts due under Section 3 (which shall become due and payable on the date
of
termination) and (ii) any of the Consultant’s unvested options issued pursuant
to the Company’s Stock Option Plan, bonuses and other compensation shall vest on
the date of termination.
(b) Termination
with Cause.
The
Provider and Consultant understand and agrees that the Company reserves the
right to terminate this Agreement for Cause upon thirty (30) days prior written
notice to the Provider. Upon termination for Cause, the Company shall pay the
Provider any accrued but unpaid compensation owing as of the termination date,
and the Consultant will deliver to the Company all of the work that he has
prepared to date for the Company and return any property belonging to the
Company. The Consultant acknowledges that his obligations under Section6, will
survive the termination or expiration of this Agreement.
For
the
purposes of this Section 5, “Cause”
shall
mean Consultant’s:
|
(i)
|
failure
or refusal to perform, or any misconduct in the performance of, any
significant portion of his obligations, duties and responsibilities
under
this Agreement, which (A) is incapable of cure or (B) has not been
cured
or remedied as promptly as is reasonably possible (and in any event
within
forty-five (45) days) after written notice from the Company to the
Consultant specifying in reasonable detail the nature of such failure,
refusal or misconduct; or
|
2
|
(ii)
|
material
breach of the provisions of Sections 6, of this Agreement which (A)
is
incapable of cure or (B) has not been cured or remedied promptly
(and in
any event within forty-five (45) days) after written notice from
the
Company to the Consultant specifying in reasonable detail the nature
of
such breach; or
|
|
(iii)
|
act
or acts of dishonesty in connection with his employment;
or
|
|
(iv)
|
commission
of a felony or other crime which materially and adversely affects
the
Company or its business or
reputation.
|
6.
Restrictions.
The
Provider and Consultant acknowledge that the business in which the Company
is
engaged is highly competitive and that as a result of the Consultant’s position
within DRG and the Company, he has acquired and will acquire extensive
confidential information and knowledge of the business of the Company, and
will
develop relationships with, and/or knowledge of, customers, clients, employees,
sales agents, middlemen and suppliers of the Company and its subsidiaries and
affiliates. In light of the foregoing, the Provider and the Consultant agree
as
follows:
6.1
Nonsolicitation.
While
Consultant is performing Services hereunder and for a period of eighteen (18)
months thereafter, he agrees that he will not, either directly or indirectly,
(a) attempt to recruit, solicit or take away any employee or consultant of
Company; make known to any person, firm or corporation the names or addresses
of, or any information pertaining to any employee or consultant of Company
or
(b) attempt to call on, solicit or take away any customer or collaborating
partner of Company or any prospective customer or collaborating partner whose
identity as such was learned by him during the performance of the Services
hereunder.
6.2.
Non-competition.
While
the Consultant is performing the Services and for a period of eighteen (18)
months thereafter, (a) he will not directly or indirectly be interested in,
as
an owner, partner, member or shareholder of any entity, which engages in
activities related to debt reduction, financial website portals or any other
activity that is specific to the business of the Company and its affiliates
from
time to time (“Proscribed
Activity”)
provided,
however,
that
the Consultant and members of his family may acquire (or hold) solely for
investment purposes up to 5% of the outstanding equity interests in any
publicly-traded company; and (b) the Consultant will not, directly or indirectly
as an employee, officer, director, partner, joint venturer, consultant or
otherwise engage in any Proscribed Activity or participate, consult with, render
services to or permit his name to be used or any other manner or capacity engage
in any business or enterprise which engages in Proscribed Activity.
6.3
No
Recruiting.
While
the Consultant is performing the Services and for a period of eighteen (18)
months thereafter, the Consultant will not, directly or indirectly, on his
own
behalf or as an owner, partner, officer, director, employee or consultant of
any
entity, hire or offer to hire any person who is or was an employee or contractor
or collaborating partner of the Company. Notwithstanding anything to the
contrary above, if during the period that this provision is effective, the
Consultant and Xxxxx Xxxxx are no longer employed by the Company, they may
collaborate on other business endeavors which do not compete with the Company’s
business.
3
6.4
Confidentiality.
(a)
The
Provider and the Consultant agree at all times during performance of the
Services for the Company and thereafter to hold in strictest confidence, and
not
to use, except for the benefit of the Company and within the scope of the
Services for the Company, or to disclose (except as required by law) to any
person or entity, any Confidential Information of the Company. “Confidential
Information”
means
(i) any and all information,
in
whatever form, whether reduced to writing, maintained on any form of electronic
media, or maintained in mind or memory, received
by the Provider or the Provider or the Consultant or generated by the Consultant
on behalf of the Company at any time before or after the date of this Agreement
relating
to the current or prospective business, research and development activities,
products, technology, strategy, organization and/or finances of the Company,
or
of third parties (including affiliates, vendors, suppliers and customers) with
which the Company has a business relationship and (ii) any other information,
in
whatever form, designated by the Company as confidential, in either of cases
(i)
or (ii), above, whether disclosed to, or obtained by the Provider or the
Consultant prior or subsequent to the date of execution of this Agreement.
Confidential Information shall include
without limitation customer lists, database information, samples, demonstration
models or materials and other embodiments of products or prospective products,
software and other technology, projections, existing and proposed projects
or
experiments, processes
and methodologies and trade secrets and all Developments, as defined below,
but
excluding (A) information that the Company deliberately and voluntarily makes
publicly available and (B) information
disclosed by the Provider or the Consultant to comply with a court, or other
lawful compulsory order compelling him to do so, provided he gives the Company
prompt notice of the receipt of such order and disclosure is limited only to
disclosure necessary for such purpose. The
Provider and Consultant specifically acknowledges that the Confidential
Information derives independent economic value from not being readily known
to,
or ascertainable by proper means by, others; that the Company has expended
considerable sums and efforts to develop such Confidential Information;
reasonable efforts have been made by the Company to maintain the secrecy of
such
information; that such information is the sole property of the Company or its
affiliates, vendors, suppliers, or customers and that any retention, use or
disclosure of such Confidential Information by the Provider or the Consultant
during the Term (except in the course of performing the Services) or any time
after termination thereof for any reason, shall constitute a violation of this
Agreement and the misappropriation of the trade secrets and Confidential
Information of the Company or its affiliates, vendors, suppliers, or
customers.
(b)
The
Provider and the Consultant recognize that the Company has received and in
the
future will receive Confidential Information of and from other companies subject
to a duty on the Company’s part to maintain the confidentiality of such
information and to use it only for certain limited purposes. The Provider and
the Consultant agree to hold all such confidential or proprietary information
in
the strictest confidence and not to disclose it to any person or entity or
to
use it except as necessary in performing the Services.
(c)
The
Provider and the Consultant agree that all Confidential Information, in any
form, shall be and remain the sole and exclusive property of the Company and
that immediately upon the termination of the Term, or at any other time that
the
Company may request, the Consultant will deliver all Confidential Information
in
his control to the Company or, if instructed to do so by the Company, the
Consultant will delete or destroy all Confidential Information in his
control.
4
6.5.
Assignment
of Work Product.
(a)
If at
any time during the performance of the Services for the Company, the Consultant
has or shall (either alone or with others) make, conceive, create, discover,
invent or reduce to practice any invention, design, development, improvement,
process, software program, work of authorship, or technique, in
whole
or in part, or which results from any work which he may do for or at the request
of the Company, whether or not conceived by him while on holiday, on vacation,
or off the premises of the Company, including such of the foregoing items
conceived during the course of his consultancy which are developed or perfected
after his termination date,
whether
or not patentable or registrable under copyright or similar statutes (herein
called “Developments”)
that
(i) relates to the business of the Company or any of the products or services
being developed, manufactured or sold by the Company, or (ii) results directly
or indirectly from tasks assigned him by the Company or (iii) results from
the
use of premises or property (whether tangible or intangible) owned, leased
or
contracted for by the Company, the Consultant shall promptly disclose to the
Company each such Development and the Company shall have a first right of
refusal on whether it wants such Development and all rights and interests
therein (the “Right
of First Refusal”).
The
Company may exercise this right by (i) confirming its interests in the
Development in writing to the Consultant within 90 days of Consultant presenting
such Development to Company and (ii) including a plan to implement the
Development within a fixed time frame (the “Development
Plan”).
(b)
If
the Company exercises its right of first refusal then all records relating
to
such Developments shall be the sole and absolute property of the Company. At
such time, the Consultant shall deliver to the Company all records relating
to
each such Development; and will assign any rights (including, but not limited
to, any rights under patent law and copyright law or other similar laws) the
Consultant may have or acquire in the Developments to the Company, without
further compensation. To
the
extent any work of authorship to which the Company has exercised the Right
of
First Refusal may not be deemed to be a work made for hire, the Consultant
agrees to irrevocably, perpetually and unconditionally transfer and assign
to
the Company all right, title, and interest including copyright in and to such
work without further compensation.
(c)
With
respect to any Development for which the Company has exercised its Right of
First Refusal, the Consultant will, during the Term and at any time thereafter,
at the request and cost of the Company, promptly sign all such assignments,
applications and other documents, and take such other actions, as the Company
and its duly authorized agents may reasonably require: (i) to evidence the
Company’s ownership of any Development and to apply for, obtain, register and
vest in the name of the Company, or renew, patents, copyrights, trademarks
or
other similar protection for any Development in any country throughout the
world
and (ii) to initiate or defend any judicial, administrative or other proceedings
in respect of such patents, copyrights, trademarks or other similar
rights.
(d)
In
the event the Company is unable, after reasonable effort, to secure the
Consultant’s signature for such purposes for any reason whatsoever, the
Consultant hereby irrevocably designates and appoints the Company and its duly
authorized officers and agents as his agents and attorneys-in-fact, to act
for
and in his name, behalf and xxxxx, to execute and file any such assignments,
applications or other documents and to do all other lawfully permitted acts
to
further the obtaining and protection of such patents, copyright or trademark
registrations or other rights with the same legal force and effect as if
executed by the Consultant.
(e)
If
Company declines interest, does not wish to pursue the Developments, or does
not
respond in writing to Consultant within the 90 day refusal period, then such
Developments shall be the sole and absolute property of Consultant. If the
Company fails within 6 months from the date it delivers a Development Plan
to
the Consultant to implement any part of such plan then all rights in such
Development shall revert to the Consultant.
5
6.6.
Prior
Inventions.
The
Consultant does not have any pre-existing inventions that specifically relate
to
the Company’s business of debt reduction or financial portals. All inventions
that the Consultant has made and owns, and all associated intellectual property
rights, as of the Effective Date that relate to the Company’s business of debt
reduction or financial portals shall be considered Developments and are subject
to the terms hereof.
6.7
Return
of Property.
At the
expiration of the Term, or at any other time upon written request by the
Company, the Consultant shall promptly deliver to the Company all records,
files, memoranda, designs, data, reports, drawings, plans, computer programs,
software and other documents (and all copies or reproductions for such materials
in my possession or control) belonging to the Company, including, without
limitation, all Developments and/or Confidential Information and anything
relating thereto.
6.8
For
the
purposes of this Agreement, “Company” shall mean the Company and its
subsidiaries and affiliates.
7.
General.
7.1
Independent
Contractor.
The
Consultant understands that he is an independent contractor, not an employee
of
the Company, that he has no authority to enter into obligations on behalf of
the
Company except with the Company’s specific written approval, and that the
Company is not responsible for withholding income, social security or other
taxes from his compensation.
7.2
Remedies.
The
Provider and Consultant agree that any breach or threatened breach of Section
6
of this Agreement by him will cause irreparable damage to the Company; in
addition to its other remedies at law or in equity the Company shall be entitled
to injunctive or other equitable relief in order to prevent the violation of
and
to enforce my obligations under Section 6, without the posting of any
bond.
7.3
No
Obligation.
The
Consultant understands that this Agreement does not create an obligation on
the
Company or
the
Consultant
or
any
other
person or entity to continue the Consultant’s engagement.
7.4
Cooperation.
During
the Term and thereafter, the Provider and Consultant agrees to fully cooperate
with the Company or its counsel in connection with any matter, investigation,
proceeding or litigation regarding any matter in which the Consultant was
involved during the Term or to which the Consultant had knowledge based on
his
provision of the Services to the Company.
7.5
Notices.
Any
notice or any other communication required or permitted to be given hereunder
shall be in writing and shall be sufficiently given (a) when delivered by
personal delivery; or (b) two days after sending by registered mail,
postage prepaid, return receipt requested, to
the
party entitled thereto at the address stated below.
(a)
To
the
Company:
0000
XXX
00 Xxxxx
Xxxxx
000
Xxxxxxxxx,
XX 00000
Attn:
Xxxxx Xxxx
6
(b)
To
the
Consultant:
000
Xxxx
Xxxxxxx Xxx.
Xxxxxxx,
XX 00000
and
000
Xxxxx
Xxxxxx #X
Xxxxxxx
Xxxxx, XX 00000
7.6
No
Conflict.
The
Provider and the Consultant represent that the performance of all of the terms
of this Agreement does not and will not conflict with or breach any agreement
the Provider or Consultant has with any other party.
7.7
Waivers.
Any
waiver by the Company of any provision of this Agreement shall not operate
or be
construed as a waiver of any subsequent breach of such provision or any other
provision.
7.8
Scope
of Restrictions.
The
Provider hereby agrees that the unenforceability of any one clause of this
Agreement shall in no way impair the enforceability of any of the other clauses.
If any of the provisions of this Agreement shall for any reason be held to
be
excessively broad as to scope, activity, subject or otherwise, the parties
hereto agree that such provisions shall be construed by the appropriate judicial
body by limiting or reducing them, so as to be enforceable to the maximum extent
legally permissible.
7.9
Survival
of Terms.
The
Provider and the Consultant’s obligations under Sections 6 and 7 of this
Agreement shall survive the termination of this Agreement for any reason
whatsoever regardless of the manner of such termination and shall be binding
upon their heirs, executors, administrators and legal
representatives.
7.10
Successors
and Assigns.
This
Agreement shall inure to the benefit of and be enforceable by the Company’s
successors or assigns. The
Company shall have the right to assign this Agreement.
7.11
Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Delaware without regard to its conflict of law provisions.
7.12 Dispute
Resolution
(a)
Hierarchy
of Dispute Resolution Procedures.
Any
dispute, controversy, or claim, whether based on contract, tort, statute, fraud,
misrepresentations, or any other legal theory between the Company, on the one
hand, and you, on the other hand (a “Dispute”),
that
arises out of or relates to this Agreement or any obligations or related
services to be provided under this Agreement, shall be resolved in accordance
with the procedures described in this Section 7.12. In the case of a Dispute,
the parties shall establish an internal hierarchy to facilitate resolution
of
any Dispute as set forth below:
(i)
Upon
written request of the Company or you , the Company shall appoint one designated
representative and you shall either represent yourself or appoint one designated
representative whose task it shall be to meet for the purpose of endeavoring
to
resolve such Dispute. Before any initial meeting, the designated representative
shall provide to each party written notice of any Dispute, which notice shall
include a detailed description of the claim or dispute sufficient to allow
a
full analysis and complete response. Each party shall exercise good faith in
providing its response to any claim or dispute, in advance of the first meeting
between designated representatives. The designated representatives shall meet
as
often as the parties reasonably deem necessary to discuss the Dispute in an
effort to resolve the Dispute without the necessity of any further
proceeding.
7
(ii)
The
Company and you shall negotiate in good faith in an attempt to resolve the
Dispute for a period of not greater than sixty (60) days after notice of the
Dispute is received by the parties.
(b)
Arbitration
(i)
If
the parties are unable to resolve any Dispute as contemplated by Section
7.12(a), such Dispute, excluding any matter relating to questions of
arbitrability and any action for injunctive relief or specific performance,
shall be submitted to arbitration.
(ii)
Any
arbitration hereunder shall be conducted as a self administered arbitration
in
accordance with and subject to the Federal Arbitration Act (9 U.S.C. § 1 et
seq., the “Arbitration
Act”)
to the
exclusion of any state arbitration laws, and to the extent not inconsistent
with
the Arbitration Act, in accordance with the commercial arbitration rules of
the
American Arbitration Association, as then in effect (the “Arbitration
Rules”).
The
arbitration shall occur in New York, NY.
(iii)
The
arbitration panel shall consist of one(1) arbitrator, chosen by mutual agreement
of the parties. The arbitrators shall be a lawyer, judge or mediator experienced
in the resolution of commercial disputes. The relevant parties shall cooperate
to select the arbitrator promptly after service of a document initiating
arbitration.
(iv)
The
award of an arbitrator shall be final and binding upon the parties to such
arbitration proceeding, with only such rights of appeal or review as are
available under the Arbitration Act.
(v)
Except for the matters specifically addressed in the Arbitration Rules or
hereafter in this 7.12(b) the procedural rules for the conduct of an arbitration
under this Section 7.12(b) shall be established by the arbitrator consistent
with the parties' intent that any arbitration hereunder is to be conducted
in a
streamlined and expedited manner, with limited discovery, and as economically
as
practicable. In addition, the following shall apply:
(A)
All
costs and fees of counsel and expert witnesses shall be borne by the party
incurring the same; and
(B)
The
costs of the arbitrator shall be divided equally among the parties to any
arbitration proceeding.
7.13
Entire
Agreement; Amendment.
This
Agreement constitutes the entire agreement between the Company and the Provider
with respect to the subject matter hereof (except with respect to the NSO),
and
supersedes all prior discussions, promises, negotiations and agreements (whether
written or oral). The parties agree that the NSO Agreement governs the terms
of
the NSO and if any provision of this Agreement conflict with the terms of the
NSO Agreement, the terms of the NSO Agreement shall govern. This Agreement
may
be amended or modified only by a written agreement executed by the Company
and
the Consultant.
8
7.14
Tax
Withholding.
The
Company may withhold from any amounts payable under this Agreement or otherwise
all federal, state, city, or other taxes as may be required pursuant to any
law
or governmental regulation or ruling.
7.15
During
the Term or any extension thereof pursuant to Section 5, the Consultant shall
have the right to require the Company to amend the non-qualified stock option
issued by the Company to the Consultant of even date herewith so that it mirrors
any option granted to Xxxxx Xxxx after the date hereof in all material respects
except as to the number of options granted; provided
however
that the
Consultant understands and agrees that he is not eligible for and may not
receive an Incentive Stock Option under the Company's Stock Option Plan even
if
one is awarded to Xx. Xxxx.
[SIGNATURE
PAGE FOLLOWS]
9
IN
WITNESS WHEREOF,
I have
executed this Agreement,
effective as of the
Effective Date,
as a
sealed instrument on this 1st day of January,
2007.
PROVIDER:
Facility
Consulting, LLC
By: /s/
Xxx Xxxxxxxx
Title:
Manager
Name:
Xxx
Xxxxxxxx
ACCEPTED:
ACCELERIZE NEW MEDIA, INC.
By: /s/
Xxxxx Xxxx
Xxxxx
Xxxx
Title:
President
ACKNOWLEDGED:
CONSULTANT
/s/
Xxx Xxxxxxxx
Xxxxxx
Xxxxxxxx
10
Exhibit
A
[insert
description of BCBS plan or attach copy of a xxxx with relevant
information]
11
