INTERCLICK,
INC.

    INCENTIVE STOCK OPTION
AGREEMENT

    


    THIS STOCK OPTION AGREEMENT (the
“Agreement”) is entered into as of the ______ day of _______, 200__ between
interCLICK, Inc. (the “Company”) and ___________ (the “Optionee”).

    


    WHEREAS, on ______, ______, pursuant to
the authority of the Board of Directors (the “Board”), the Company 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 (any such
plan is “the Plan”); and

    


    WHEREAS, pursuant to the Plan, it has
been determined that in order to enhance the ability of the Company to attract
and retain qualified employees, officers, entities and other individuals, the
Company has granted the Optionee the right to purchase the common stock of the
Company pursuant to stock options.

    


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

    


    1.           Grant of Incentive Stock
Options.

    


    (a)           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.

    


    (b)           The
Options are intended to be Incentive Stock Options within the meaning of the
Plan and Section 422 of the Internal Revenue Code of 1986 (the “Code”). Any
capitalized term not defined in this Agreement shall have the meaning given to
such term by the Plan. The common stock shall be unregistered unless the Company
voluntarily files a registration statement covering such shares with the
Securities and Exchange Commission.  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
$________.

    


    3.           Vesting-When
Exercisable.

    


    (a)           The
Options shall vest __________________beginning _______________, 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 this Section 3, the Options shall remain exercisable until 6:00 p.m. New York
Time on ______________.  Despite anything to the contrary in this
Agreement, the Options may not be exercised more than 10 years from the date the
Options are granted.


    


    (c)           However,
notwithstanding any other provision of this Agreement, at the option of the
Board of Directors or the Compensation Committee, all Options, whether vested or
unvested shall be immediately forfeited in the event of:

    


    (1)           The
Optionee is dismissed as an employee based upon fraud, theft, or dishonesty,
which is reflected in a written or electronic notice given to the
employee;

    


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

    


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

    


    (4)           The
Optionee competes with the Company during a period of one year following
termination of employment by soliciting customers located within or otherwise
where the Company is doing business within any state, or where the Company
expects to do business within three months following termination,
and  in this later event, the employee has actual knowledge of such
plans;

    


    (5)           The
Optionee recruits Company personnel for another entity within 24 months
following termination of employment;

    


    (6)           The
Optionee is unavailable for consultation after termination of the Optionee if
such availability is a condition of any Agreement between the Company and the
Optionee;

    


    (7)           The
Optionee fails to assign any invention or technology to the Company if such
assignment is a condition of any agreement between the Company and the
Optionee;

    


    (8)           The
Optionee acts in a disloyal manner to the Company; or

    


    (9)           A
finding by the Board that the employee has acted against the interests of the
Company.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.           Termination of
Relationship.

    


    (a)           If
for any reason, except death or disability as provided below, the Optionee
ceases to act as an employee of the Company, all rights granted hereunder shall
terminate effective three months from the date the Optionee ceases to act as an
employee, except as otherwise provided for herein.

    


    (b)           If
the Optionee shall die while an employee of the Company or any Transferee, as
defined herein, shall have the right within 12 months from the date of the
Employee’s death to exercise the Employee’s vested Options, subject to Section
3(c).  “Transferee” shall mean the personal representative of the
estate or a person to whom such shares are transferred by will or by the laws of
descent and distribution.

    


    (c)           If
the Optionee ceases to act as an employee of the Company because Optionee
becomes disabled while employed by the Company within the meaning of Section
22(e)(3) of the Code, the Optionee shall have the right within 12 months from
the date the Optionee became disabled to exercise the Optionee’s Options,
subject to Section 3(c).

    


    (d)           Notwithstanding
anything contained in this Section 4, an Option may not be exercised later than
the Option’s expiration date set forth in Section 3(b).

    


    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 of
employment (the “Termination Date”) (or such longer period required by any
written employment agreement), 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.  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.           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);

    


    (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 10
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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d)           be
accompanied by full payment of the purchase or exercise price therefor in United
States dollars by (i) cash, (ii) check, (iii) promissory note if approved by the
Compensation Committee if the Optionee is not an executive officer of the
Company or (iv) any combinations of the foregoing methods of
payment.

    


    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.

    


    7.           Anti-Dilution
Provisions.  The Options granted hereunder shall have the
anti-dilution rights set forth in the Plan.

    


    8.           Necessity to Become Holder
of Record.  Neither the Optionee nor any Transferee, shall 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.

    


    9.           Reservation of Right to
Terminate Relationship.  Nothing contained in this Agreement
shall restrict the right of the Company to terminate the relationship of the
Optionee at any time, with or without cause.  The termination of the
relationship of the Optionee by the Company, regardless of the reason therefor,
shall have the results provided for in Sections 4 and 5 of this
Agreement.

    


    10.           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, his 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.

    


    11.           Stop-Transfer
Orders.

    


    (a)           The
Optionee agrees that, in order to ensure compliance with the restrictions set
forth in the Plan and this Agreement, the Company may issue appropriate “stop
transfer” instructions to its duly authorized transfer agent, if any, and that,
if the Company transfers its own securities, it may make appropriate notations
to the same effect in its own records.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)           The
Company shall not be required (i) to transfer on its books any shares of the
Company’s common stock that have been sold or otherwise transferred in violation
of any of the provisions of the Plan or the Agreement or (ii) to treat the owner
of such shares of common stock or to accord the right to vote or pay dividends
to any purchaser or other transferee to whom such shares of common stock shall
have been so transferred.

    


    12.           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).

    


    13.          Duties of
Company.  The Company shall 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;

    


    (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.

    


    14.           Parties Bound by
Plan. This Agreement shall be construed in accordance and consistent
with, and subject to, the provisions of the Plan (the provisions of which are
incorporated herein by reference). The Plan and each determination,
interpretation or other action made or taken pursuant to the provisions of the
Plan shall be final and shall be binding and conclusive for all purposes on the
Company and the Optionee and his respective successors in
interest.  In the event of a conflict between the terms and conditions
of the Plan and this Agreement, the terms and conditions of the Plan shall
prevail.

    


    15.           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.

    


    16.           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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

    


    18.           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 overnight next business day delivery, or by facsimile delivery
followed by overnight next business day delivery, as follows:

    


    
      
        
          	
                  The
      Optionee:

                	 
      
	 
      	 
      
	
                  The
      Company:

                	
                  interCLICK,
      Inc.

                
	 
      	
                  257
      Park Avenue South, Ste. 602

                
	 
      	
                  New
      York, NY 10010

                
	 
      	
                  Facsimile:
      (646) 558-1225

                
	 
      	
                  Attention:
      Roger Clark, Chief Financial Officer

                
	 
      	 
      
	
                  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

                


        

      

    

    


    or to
such other address as any 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 from the date of
transmission.

    


    19.           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.

    


    20.           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 internal laws of the State of Delaware
without regard to choice of law considerations.

    


    21.           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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    22.           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.

    


    23.           Additional
Documents.  The parties hereto shall execute such additional
instruments as may be reasonably required by their counsel in order to carry out
the purpose and intent of this Agreement and to fulfill the obligations of the
parties hereunder.

    


    24.           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.

    


    25.           Notice Of Disqualifying
Disposition. To obtain certain tax benefits afforded to incentive stock
options under Section 422 of the Code, the Optionee must hold the shares of
common stock issued upon the exercise of the Option for two years after the date
of grant and one year from the date of exercise.  The Optionee may be
subject to the alternative minimum tax at the time of exercise. Tax advice
should be obtained when exercising the Option and prior to the disposition of
the common stock issued upon the exercise of the Option. By accepting the
Option, Optionee hereby agrees to promptly notify the Company’s Chief Financial
Officer if Optionee disposes of any of the common stock issued upon the exercise
of the Option within one year from the date the Optionee exercises all or part
of the Option or within two years of the date of grant.

     

    Signature
Page Attached

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

    


    
      
        	
                WITNESSES:

              	
                INTERCLICK,
      INC.

              
	 
      	 
      
	
                _______________________________

              	
                By:_________________________________

              
	 
      	
                     
      Michael Mathews

              
	 
      	
                     
      Chief Executive Officer

              
	 
      	 
      
	 
      	
                OPTIONEE

              
	 	 
	
                ______________________________

              	
                ________________________________

              
	 
      	
                ___________________