Exhibit
10.4


SECOND
AMENDMENT TO


EMPLOYMENT
AGREEMENT





This
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), dated March 30,
2010, is by and between interCLICK, Inc., a Delaware corporation (the
“Company”), and Michael Katz (the “Executive”).





WHEREAS,
the Company and the Executive entered into an employment agreement as of August
31, 2007, as amended by that certain Amendment to Employment Agreement dated
December 31, 2008 (the “Agreement”); and





WHEREAS,
the parties desire to amend the Agreement to clarify an inconsistency in the
Agreement as a result of the prior amendment.





NOW,
THEREFORE, the Company and the Executive, each intending to be legally bound
hereby, do mutually covenant and agree as follows:





I.
            The
      Agreement is hereby amended as
follows:





A.
            Section
      4(c) shall be deleted and replaced with the
  following:





(c)           In
addition to the Base Salary set forth in Section 4(b) above, the Executive shall
be entitled to receive an annual cash bonus in an amount equal to fifty percent
(50%) of his then-current Base Salary based upon the achievement of performance
targets with respect to the InterClick business to be mutually agreed upon by
the Executive and a majority of the Board (the “Bonus Target”); provided, however, that in
the event that the InterClick business’s performance for any fiscal year is
greater than seventy-five percent (75%) but less than one hundred percent (100%)
of the applicable Bonus Target, the Executive shall be entitled to an annual
bonus under this Section 4(c) of twenty five percent (25%) of the Executive’s
then-current Base Salary; provided further, however,
that in the event the parties are unable to agree to a mutually acceptable Bonus
Target at any time during the Term, the Executive shall receive a guaranteed
annual bonus for any such fiscal year of not less than twenty-five percent (25%)
of the Base Salary. In his sole discretion, the Executive may elect to receive
such annual bonus in capital stock at the basis determined by the Board in good
faith.





B.
            Section
      4(f) of the Agreement shall be amended by adding the following to the end
      of the paragraph:





For
purposes of this Agreement, the term Change in Control Transaction means a
“change in ownership” of the Company, as this concept is defined in U.S.
Treasury Regulations Section 1.409A-3(i)(5)(v) or successor
provisions.








C.
            A
      new Section 4(h) shall be added to the Agreement as
    follows:





(h)           Upon
a Change in Control Transaction, all options and restricted common stock granted
by the Company to the Executive shall immediately vest.





II.          Capitalized
terms used but not otherwise defined in this Second Amendment shall have the
meanings assigned thereto in the Agreement.





III.         In
the event of any conflict between the Agreement and this Second Amendment, the
terms as contained in this Second Amendment shall control. In all other respects
the Agreement is hereby ratified and confirmed.





IV.         This
Second Amendment may be executed in one or more counterparts, each of which
shall be deemed to be one and the same agreement. Facsimile signatures shall be
treated in all respects and for all purposes as originals.





[Signature
Page to Follow]


2


IN
WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of
the date first above written.





COMPANY:interCLICK,
      Inc.By:
                        ____________________________________________,
      _______________EXECUTIVE:___________________________________Michael
      Katz




3