Board Rights and Indemnification Letter Agreement between RelationServe Media, Inc. and LB I Group Inc. (Lehman Brothers)

 Exhibit 10.14 RELATIONSERVE MEDIA, INC. 6700 North Andrews Avenue Fort Lauderdale, Florida 33309 October 31, 2005 LB I Group Inc. c/o Lehman Brothers, Inc. 399 Park Avenue 9th Floor New York NY 10022 Att: Eric C. Salzman Re: Securities Purchase Agreement dated as of October 3l, 2005 Dear Eric: Reference is made to the Securities Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of October 3l, 2005, among SendTec Acquisition Corp., a Delaware corporation ("STAC") RelationServe Media, Inc., a Delaware corporation (the "COMPANY"), and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a "PURCHASER" and collectively the "PURCHASERS") and Christiana Corporate Services, Inc., a Delaware corporation, in its capacity as administrative agent for the Purchasers (together with its successors and assigns in such capacity, the "Agent"), and the transactions contemplated thereby. Capitalized terms used in and not otherwise defined in this letter shall have the meanings ascribed to them in the Purchase Agreement. This letter confirms our agreement that from and after the Consolidation Date until the Debentures are no longer outstanding, whether because of payment in full or conversion of the Debentures into shares of Company Common Stock: 1. The Company's board of directors shall not exceed six members. If requested by you, the Company shall use its best efforts to cause all then members of the board of directors to resign other than Mandee Heller Adler and to cause the election of Michael H. Brausser and Paul Soltoff as members of the board of directors. If requested by you, the Company shall use its best efforts to prevent the election of any member of the board of directors to which you reasonably and timely object. 2. You shall have the right but not the obligation to designate a member of the board of directors and the Company shall use its best efforts to cause such person's election to the board of directors. You shall also have the right but not the obligation to designate a representative to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, the Company shall give such representative copies of all notices, minutes, consents and all other materials that it provides to the directors.  3. At all times, the Company's independent registered public accounting firm shall be reasonably acceptable to you. The Company will fully cooperate with you in any due diligence investigation reasonably requested by you with respect to the offer and sale of the Securities (as defined in the Purchase Agreement) and will furnish you with such information, including financial statements, with respect to the business, operations, assets, liabilities, financial condition and prospects of the Company and STAC as you may reasonably request. You may rely upon the accuracy and completeness of all such information and the Company acknowledges that you have not been retained to independently verify any of such information. The Company will be solely responsible for the contents of its offering materials and any and all other written or oral communications provided by or on behalf of the Company to any actual or prospective purchaser of the Securities, and the Company represents and warrants that such offering materials and such other communications will not, as of the date of the offer or sale of the Securities, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company's filings with the SEC will be deemed offering materials. The Company acknowledges and agrees that you have not furnished any information for the purpose of inclusion in any such offering materials. Without your prior written consent, the Company will not publicly refer to you or to Lehman Brothers Inc. in connection with the transactions contemplated by this Agreement and the Purchase Agreement except to the extent and after consultation with you and your counsel, the Company reasonably deems such disclosure to be required under applicable law. In addition to any other indemnification rights that you may have, connection with the transactions contemplated hereby and by the Purchase Agreement, the Company agrees to indemnify you in accordance with the indemnification provisions set forth as EXHIBIT A hereto and to comply with the other provisions set forth in EXHIBIT A hereto. Very truly yours, RELATIONSERVE MEDIA, INC. By: /s/ Danielle Karp ----------------- Name: Danielle Karp Title: President AGREED AND ACCEPTED: LEHMAN BROTHERS, INC. for itself and for LB I GROUP INC. By: /s/ Eric C. Salzman ------------------- Name: Eric C. Salzman Title: SVP  EXHIBIT A The Company shall indemnify LB I Group Inc. and Lehman Brothers Inc. (together, "Lehman Brothers") and hold each of them harmless against any and all losses, claims, damages or liabilities to which they may become subject arising in any manner out of or in connection with the services or matters that are the subject of this Agreement and the Purchase Agreement (including, without limitation, the offer and sale of the Securities), and shall reimburse either of them promptly for any legal or other expenses reasonably incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuits, investigations, claims or other proceedings arising in any manner out of or in connection with the services or matters that are the subject of this Agreement and the Purchase Agreement (including, without limitation, in connection with the enforcement of this Agreement and the Purchase Agreement and the indemnification obligations set forth herein and therein); PROVIDED, HOWEVER, that the Company shall not be liable in respect of any loss, claim, damage, liability or expense to the extent that it is finally judicially determined that such loss, claim, damage, liability or expense resulted directly from the gross negligence or willful misconduct of Lehman Brothers in the performance of any services hereunder. The Company agrees that the indemnification and reimbursement commitments set forth herein shall apply whether or not Lehman Brothers is a formal party to any such lawsuits, claims or other proceedings and that such commitments shall extend upon the terms set forth herein to any controlling person, affiliate, director, officer, employee or agent of Lehman Brothers (each, with Lehman Brothers, an "Indemnified Person"). The Company further agrees that, without Lehman Brothers' prior written consent, which consent will not be unreasonably withheld, it will not enter into any settlement of a lawsuit, claim or other proceeding arising out of the transactions contemplated by this agreement unless such settlement includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Persons. The Company further agrees that the Indemnified Persons are entitled to retain one separate counsel of their choice in connection with any of the matters in respect of which indemnification, reimbursement or contribution may be sought under this agreement. The Company and Lehman Brothers agree that if any indemnification or reimbursement sought hereunder is judicially determined to be unavailable for a reason other than the gross negligence or willful misconduct of Lehman Brothers, then, whether or not either of them is the Indemnified Person, the Company, on the one hand, and Lehman Brothers, on the other, shall contribute to the losses, claims, damages, liabilities and expenses for which such indemnification or reimbursement is held unavailable (i) in such proportion as is appropriate to reflect the relative benefits to the Company on the one hand, and Lehman Brothers on the other hand, in connection with the transactions to which such indemnification or reimbursement relates, or (ii) if the allocation provided by clause (i) above is judicially determined not to be permitted, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative faults of the Company, on the one hand, and Lehman Brothers, on the other hand, as well as any other equitable considerations; PROVIDED, HOWEVER, that in no event shall the amount to be contributed by Lehman Brothers hereunder exceed the amount of the fees actually  received by Lehman Brothers in connection with the transactions contemplated hereby and by the Purchase Agreement. Nothing in this Agreement, expressed or implied, is intended to confer or does confer on any person or entity other than the parties hereto or their respective successors and assigns, and to the extent expressly set forth herein, the Indemnified Persons, any rights or remedies under or by reason of this Agreement or as a result of the services to be rendered by Lehman Brothers hereunder. The parties acknowledge that Lehman Brothers is not acting in a fiduciary capacity with respect to the Company and that Lehman Brothers is not assuming any duties or obligations other than those expressly set forth in this Agreement. The Company further agrees that neither Lehman Brothers nor any of its controlling persons, affiliates, directors, officers, employees or consultants shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company for any losses, claims, damages, liabilities or expenses arising out of or relating to this Agreement or the services to be rendered by Lehman Brothers hereunder, unless it is finally judicially determined that such losses, claims, damages, liabilities or expenses resulted directly from the gross negligence or willful misconduct of Lehman Brothers.