interCLICK,
INC.

    NON-QUALIFIED STOCK OPTION
AGREEMENT

    DIRECTOR

    


    THIS STOCK OPTION AGREEMENT (the
“Agreement”) entered into as of the____ day of _____ 2009 between interCLICK,
Inc. (the “Company”) and _______ (the “Optionee”).

    


    WHEREAS, pursuant to the authority of
the Board of Directors (the “Board”), the Company has granted the Optionee the
right to purchase the common stock of the Company pursuant to stock options
granted under an equity incentive plan approved by the Board.

    


    NOW THEREFORE, in consideration of the
mutual covenants and promises hereafter set forth and for other good and
valuable consideration, receipt of which is acknowledged, the parties hereto
agree as follows:

    


    1.           Grant
of Non-Qualified Options.  The Company irrevocably grants to the
Optionee, as a matter of separate agreement and not in lieu of salary or other
compensation for services, the right and option to purchase all or any part of
an aggregate of __________ shares of authorized but unissued or treasury common
stock of the Company (the “Options”) on the terms and conditions herein set
forth.  The common stock shall be unregistered unless the Company
voluntarily files a registration statement covering such shares with the
Securities and Exchange Commission.  The Options are not intended to
be Incentive Stock Options as defined by Section 422 of the Internal Revenue
Code of 1986 (the “Code”).  This Agreement replaces any stock option
agreement or offer letter previously provided to the Optionee, if any, with
respect to the Options.

    


    2.           Price.  The
exercise price of the shares of common stock subject to the Options shall be
$___________ per share.

    


    3.           Vesting - When
Exercisable.

    


    (a)           The
Options shall vest _________________________________, subject to the Optionee
continuing to perform services for the Company in the
capacity in which the grant was received on each applicable vesting
date.  In lieu of fractional vesting, the number of Options shall be
rounded up each time until fractional Options are eliminated.

    


    (b)           Subject
to Sections 3(c) and 4 of this Agreement, Options may be exercised prior to
vesting and remain exercisable until 6:00 p.m. New York time on ________,
20____.

    


    (c)           However,
notwithstanding any other provision of this Agreement at the option of the
Board, all Options, shall be immediately forfeited in the event the following
events occur:

    


    (1)           The
Optionee purchases or sells securities of the Company without written
authorization in accordance with the Company’s inside information guidelines
then in effect;

     

    
      
         

      

      
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    (2)           The
Optionee breaches any duty of confidentiality including that required by the
Company’s inside information guidelines then in effect;

    


    (3)           The
Optionee competes with the Company; or

    


    (4)           The
Optionee recruits Company personnel for another entity.

     

    4.           Termination of
Relationship.

    


    (a)           If
for any reason, except death or disability as provided below, the Optionee
ceases to perform the services for which the Options were granted, all rights
granted hereunder shall terminate effective three months from the date the
Optionee ceases to perform such services, except as otherwise provided for
herein.

    


    (b)           If
the Optionee shall die while performing services for the Company, his estate or
any Transferee, as defined herein, shall have the right within one year from the
date of death to exercise the Optionee’s vested Options subject to Section 3(c).
For the purpose of this Agreement, “Transferee” shall mean a person to whom such
shares are transferred by will or by the laws of descent and
distribution.

    


    (c)           If
the Optionee becomes disabled while performing services for the Company within
the meaning of Section 22(e)(3) of the Code, the three-month period referred to
in Section 4(a) of this Agreement shall be extended to one year.

    


    5.           Profits on the Sale of
Certain Shares; Redemption.  If any of the events specified in
Section 3(c) of this Agreement occur within one year from the last date the
Optionee performed services for which the Options were granted (the “Termination
Date”), all profits earned from the sale of the Company’s securities, including
the sale of shares of common stock underlying Options, during the two-year
period commencing one year prior to the Termination Date shall be forfeited and
forthwith paid by the Optionee to the Company.  Further, in such
event, the Company may at its option redeem shares of common stock acquired upon
exercise of Options by payment of the exercise price to the
Optionee.  The Company’s rights under this Section 5 do not lapse one
year from the Termination Date but are a contract right subject to any
appropriate statutory limitation period.

    


    6.           Transfer.             No
transfer of the Options by the Optionee by will or by the laws of descent and
distribution shall be effective to bind the Company unless the Company shall
have been furnished with written notice thereof and a copy of the letters
testamentary or such other evidence as the Board may deem necessary to establish
the authority of the state and the acceptance by the Transferee or Transferees
of the terms and conditions of the Options.

    


    7.           Method of
Exercise.  The Options shall be exercisable by a written notice
which shall:

    


    (a)           state
the election to exercise the Options, the number of shares to be exercised, the
person in whose name the stock certificate or certificates for such shares of
common stock is to be registered, his address and social security number (or if
more than one, the names, addresses and social security numbers of such
persons);

     

    
      
         

      

      
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    (b)           contain
such representations and agreements as to the holder’s investment intent with
respect to such shares of common stock as set forth in Section 11
hereof;

    


    (c)           be
signed by the person or persons entitled to exercise the Options and, if the
Options are being exercised by any person or persons other than the Optionee, be
accompanied by proof, satisfactory to counsel for the Company, of the right of
such person or persons to exercise the Options; and

    


    (d)           be
accompanied by full payment of the purchase or exercise price in United States
dollars in cash or by check.

    


    The certificate or certificates for
shares of common stock as to which the Options shall be exercised shall be
registered in the name of the person or persons exercising the
Options.

    


    8.           Sale of Shares Acquired Upon
Exercise of Options.  If the Optionee is an officer (as defined
by Section 16(b) of the Securities Exchange Act of 1934 (“Section 16(b)”)), any
shares of the Company’s common stock acquired pursuant to Options granted
hereunder cannot be sold by the Optionee until at least six months elapse from
the date of grant of the Options except in case of death or disability or if the
grant was exempt from the short-swing profit provisions of Section
16(b).

    


    9.           Adjustments.  Upon
the occurrence of any of the following events, the Optionee’s rights with
respect to Options granted to him hereunder shall be adjusted as hereinafter
provided unless otherwise specifically provided in a written agreement between
the Optionee and the Company relating to such Options:

    


    (a)           If
the shares of common stock shall be subdivided or combined into a greater or
smaller number of shares or if the Company shall issue any shares of its common
stock as a stock dividend on its outstanding common stock, the number of shares
of common stock deliverable upon the exercise of Options shall be appropriately
increased or decreased proportionately, and appropriate adjustments shall be
made in the exercise price per share to reflect such subdivision, combination or
stock dividend.

    


    (b)           If
the Company is to be consolidated with or acquired by another entity pursuant to
an acquisition, the Board of any entity assuming the obligations of the Company
hereunder (the “Successor Board”) shall either (i) make appropriate provision
for the continuation of such Options by substituting on an equitable basis for
the shares then subject to such Options the consideration payable with respect
to the outstanding shares of common stock in connection with the Acquisition; or
(ii) terminate all Options in exchange for a cash payment equal to the excess of
the fair market value of the shares subject to such Options over the exercise
price thereof.

     

    
      
         

      

      
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    (c)           In
the event of a recapitalization or reorganization of the Company (other than a
transaction described in Section 9(b) above) pursuant to which securities of the
Company or of another corporation are issued with respect to the outstanding
shares of common stock, the Optionee upon exercising Options shall be entitled
to receive for the purchase price paid upon such exercise, the securities he
would have received if he had exercised his Options prior to such
recapitalization or reorganization.

     

    (d)           Except
as expressly provided herein, no issuance by the Company of shares of common
stock of any class or securities convertible into shares of common stock of any
class shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares subject to Options.  No
adjustments shall be made for dividends or other distributions paid in cash or
in property other than securities of the Company.

    


    (e)           No
fractional shares shall be issued and the Optionee shall receive from the
Company cash in lieu of such fractional shares.

    


    (f)           The
Board or the Successor Board shall determine the specific adjustments to be made
under this Section 9, and its determination shall be conclusive.  If
the Optionee receives securities or cash in connection with a corporate
transaction described in Section 9(a), (b) or (c) above as a result of owning
such restricted common stock, such securities or cash shall be subject to all of
the conditions and restrictions applicable to the restricted common stock with
respect to which such securities or cash were issued, unless otherwise
determined by the Board or the Successor Board.

    


    10.           Necessity to Become Holder
of Record.  Neither the Optionee, the Optionee’s estate, nor
the Transferee have any rights as a shareholder with respect to any shares
covered by the Options until such person shall have become the holder of record
of such shares.  No adjustment shall be made for cash dividends or
cash distributions, ordinary or extraordinary, in respect of such shares for
which the record date is prior to the date on which he shall become the holder
of record thereof.

    


    11.           Conditions to Exercise of
Options.  In order to enable the Company to comply with the
Securities Act of 1933 (the “Securities Act”) and relevant state law, the
Company may require the Optionee, the Optionee’s estate, or any Transferee as a
condition of the exercising of the Options granted hereunder, to give written
assurance satisfactory to the Company that the shares subject to the Options are
being acquired for his own account, for investment only, with no view to the
distribution of same, and that any subsequent resale of any such shares either
shall be made pursuant to a registration statement under the Securities Act and
applicable state law which has become effective and is current with regard to
the shares being sold, or shall be pursuant to an exemption from registration
under the Securities Act and applicable state law.

    


    The Options are subject to the
requirement that, if at any time the Board shall determine, in its discretion,
that the listing, registration, or qualification of the shares of common stock
subject to the Options upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary as a condition of, or in connection with the issue or purchase of
shares under the Options, the Options may not be exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall have
been effected.

     

    
      
         

      

      
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    12.          Duties of
Company.  The Company will at all times during the term of the
Options:

    


    (a)           Reserve
and keep available for issue such number of shares of its authorized and
unissued common stock as will be sufficient to satisfy the requirements of this
Agreement;

    


    (b)           Pay
all original issue taxes with respect to the issue of shares pursuant hereto and
all other fees and expenses necessarily incurred by the Company in connection
therewith; and

    


    (c)           Use
its best efforts to comply with all laws and regulations which, in the opinion
of counsel for the Company, shall be applicable thereto.

    


    13.           Severability.  In
the event any parts of this Agreement are found to be void, the remaining
provisions of this Agreement shall nevertheless be binding with the same effect
as though the void parts were deleted.

    


    14.           Arbitration.  Any
controversy, dispute or claim arising out of or relating to this Agreement, or
its interpretation, application, implementation, breach or enforcement which the
parties are unable to resolve by mutual agreement, shall be settled by
submission by either party of the controversy, claim or dispute to binding
arbitration in New York County, New York (unless the parties agree in writing to
a different location), before a single arbitrator in accordance with the rules
of the American Arbitration Association then in effect. The decision and award
made by the arbitrator shall be final, binding and conclusive on all parties
hereto for all purposes, and judgment may be entered thereon in any court having
jurisdiction thereof.

    


    15.           Benefit.  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their legal representatives, successors and assigns.

    


    16.           Notices and
Addresses.  All notices, offers, acceptance and any other acts
under this Agreement (except payment) shall be in writing, and shall be
sufficiently given if delivered to the addressees in person, by Federal Express
or similar receipted delivery, or by facsimile delivery as follows:

    


    
      
        
          	
                  The
      Optionee:

                	
                  ___________________________

                
	 
      	
                  ___________________________

                
	 
      	      
                  ___________________________ 
      

                
	 
      	 
      
	
                  The
      Company:

                	
                  interCLICK,
      Inc.

                
	 
      	
                  257
      Park Avenue South, Suite 602

                
	 
      	
                  New
      York, NY 10010

                
	 
      	
                  Facsimile:
      (646) 558-1225

                
	 
      	 
      
	
                  with
      a copy to:

                	
                  Michael
      D. Harris, Esq.

                
	 
      	
                  Harris
      Cramer LLP

                
	 
      	
                  1555
      Palm Beach Lakes Blvd., Suite 310

                
	 
      	
                  West
      Palm Beach, FL 33401

                
	 
      	
                  Facsimile:  (561)
      659-0701

                


        

      

    

     

    
      
         

      

      
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    or to
such other address as either of them, by notice to the other may designate from
time to time.  The transmission confirmation receipt from the sender’s
facsimile machine shall be evidence of successful facsimile delivery. Time shall
be counted to, or from, as the case may be, the delivery in person or by
mailing.

    


    17.           Attorney’s
Fees.  In the event that there is any controversy or claim
arising out of or relating to this Agreement, or to the interpretation, breach
or enforcement thereof, and any action or proceeding is commenced to enforce the
provisions of this Agreement, the prevailing party shall be entitled to a
reasonable attorney’s fee, costs and expenses.

    


    18.           Governing
Law.  This Agreement and any dispute, disagreement, or issue of
construction or interpretation arising hereunder whether relating to its
execution, its validity, the obligations provided herein or performance shall be
governed or interpreted according to the laws of the State of Delaware without
regard to choice of law considerations.

    


    19.           Oral
Evidence.  This Agreement constitutes the entire Agreement
between the parties and supersedes all prior oral and written agreements between
the parties hereto with respect to the subject matter hereof. Neither this
Agreement nor any provision hereof may be changed, waived, discharged or
terminated orally, except by a statement in writing signed by the party or
parties against which enforcement or the change, waiver discharge or termination
is sought.

    


    20.           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.  The execution of this Agreement may be by actual or
facsimile signature.

    


    21.           Section or Paragraph
Headings.  Section headings herein have been inserted for
reference only and shall not be deemed to limit or otherwise affect, in any
matter, or be deemed to interpret in whole or in part any of the terms or
provisions of this Agreement.

    


    IN WITNESS WHEREOF the parties hereto
have set their hand and seals the day and year first above written.

    


    
      
        
          
            	 
      	
                    interCLICK,
      INC.

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	      
                    ___________________________ 
      

                  
	 
      	 
      	
                    Name:
      Michael Mathews

                  
	 
      	 
      	
                    Title:
      Chief Executive Officer

                  
	 
      	 
      	 
      
	 
      	 
      	
                    OPTIONEE:

                  
	 	 	 
	
                    ___________________________

                  	 
      	
                    ___________________________

                  
	 
      	 
      	 
      
	 
      	 
      	
                    ___________________________

                  


          

        

      

    

    


    
      
         

      

      
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