GRQ
Consultants, Inc. 401(k)

    595 South
Federal Highway

    Suite
600

    Boca
Raton, Florida 33432

     

    December
30, 2008

     

    interCLICK,
Inc.

    257 Park
Avenue South

    Suite
602

    New York,
New York 10010

    Attn:
Chief Executive Officer

     

    Re: Amendment to 6% Senior
Promissory Note

     

    Ladies
and Gentlemen:

     

    Reference
is hereby made to that certain 6% Senior Promissory Note, dated September 26,
2008, issued by interCLICK, Inc., a Delaware corporation (the “Company”), to GRQ
Consultants, Inc. 401(k) (“GRQ”) in the original
principal amount of $650,000.00 (the “Note”), of which
$650,000.00 principal amount remains outstanding on the date
hereof.

     

    GRQ and
the Company hereby agree that, subject to, and effective upon, the receipt by
GRQ of $250,000 by wire transfer of immediately available funds in accordance
with the instructions set forth on Exhibit A hereto (the
“Payment”),
which amount shall reduce the principal amount of the note to $400,000, from the
Company by no later than 5:00 p.m. New York time, on December 31, 2008 (such
time and date, the “Payment Deadline”),
the definition of “Maturity Date” set forth in the Note shall be amended in its
entirety to mean June 30, 2009.

     

    In the
event that GRQ does not receive the Payment by the Payment Deadline, this
Agreement shall be null and void and of no force and effect, and the Note shall
not be amended in the manner set forth herein (i.e., the “Maturity Date” in the
Note shall remain December 31, 2008).

     

    This
letter agreement shall be governed by, and construed in accordance with, the
internal laws of the state of New York, without giving effect to its principles
of conflicts of laws, shall be binding upon the parties hereto and their
respective successors and assigns, and may be executed in counterparts (which
may be delivered by facsimile or other electronic transmission).

     

    As
modified hereby, the Amendment Agreement remains in full force and
effect.

     

    ******************


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Letter Agreement to be duly
executed as of the date first written above.

     

    
      
        
          
            
              	
                      GRQ
      Consultants, Inc. 401(k)

                    
	 
      
	
                      By:

                    	 
      
	 
      	
                      Name:
      Barry Honig

                    
	 
      	
                      Title:
      President

                    


            

          

        

      

    

    


    Acknowledged
and Agreed to this ___ day of December, 2008.

     

    INTERCLICK,
INC.

     

    
      
        
          
            	
                    By:

                  	 
      
	 
      	
                    Name:
      Michael Mathews

                  
	 
      	
                    Title:
      Chief Executive
Officer

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    WIRE
INSTRUCTIONS