EMPLOYMENT
AGREEMENT


THIS
EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 3rd day
of March, 2008, by and between Desktop Interactive, Inc. d/b/a InterClick.com, a
Delaware corporation (the “Corporation”) with offices at 257 Park Avenue South,
Suite 602, New York, NY 10010, and Andrew Katz, an individual residing at 365 SE
6th
Avenue, Apt. 307, Delray Beach, FL 33483 (the “Employee”), under the following
circumstances:




RECITALS:


A.           The
Corporation desires to secure the services of the Employee upon the terms and
conditions hereinafter set forth; and




B.           The
Employee desires to render services to the Corporation upon the terms and
conditions hereinafter set forth.




C.           The
Employee has been offered a position with the Company which is of the nature
that Employee will either generate or be entrusted with information, ideas and
materials pertaining to the Corporations proprietary system ad serving
systems.




NOW,
THEREFORE, the parties mutually agree as follows:




1.           Employment. The
Corporation hereby employs the Employee and the Employee hereby accepts
employment as an employee of the Corporation, subject to the terms and
conditions set forth in this Agreement.




2.           Duties. The Employee
shall serve as the Chief Technology Officer (CTO) of Interclick and shall devote
his full time effort to help the Corporation achieve its objectives and perform
such other tasks, consistent with his position, as may be, from time to time,
assigned to him by the Chief Executive Officer of the Corporation. The Employee
shall report directly to the Chief Executive Officer of the
Corporation.  The Corporation acknowledges that to meet the objectives
will require the Corporation to make a significant investment in equipment and
personnel.




3.           Term of Employment.
Subject to Section 5 below, the term of the Employee’s employment hereunder,
unless sooner terminated as provided herein (the “Initial Term”), shall
be for a period of one (1) year commencing on the date hereof.  The
term of this Agreement shall automatically be extended for additional terms of
one (1) year each (each a “Renewal Term”) unless
either party gives prior written notice of non-renewal to the other party no
later than sixty (60) days prior to the expiration of the Initial Term (“Non-Renewal Notice”),
or the then current Renewal Term, as the case may be. For purposes of this
Agreement, the Initial Term and any term in accordance with Section 5 below
are hereinafter collectively referred to as the “Term.”









4.           Compensation of
Employee.




(a)           The
Corporation shall pay the Employee as compensation for his services hereunder,
in equal semi-monthly or bi-weekly installments during the Term, the sum of
$225,000 per annum (the “Base Salary”), less such deductions as shall be
required to be withheld by applicable law and regulations. The Corporation shall
increase the Base Salary on an annual basis by the amount of 10%, starting with
the anniversary date of this contract (March 3, 2009), and each anniversary date
thereafter (March 3, 2010, etc).




(b)           In
addition to the Base Salary set forth in Section 4(a) above, the Employee shall
be entitled to receive an annual discretionary bonus in an amount to be
determined by the Board of Directors of the Corporation (the “Board”) in its
sole discretion.  To the extent that for that year, the Objectives are
achieved and the Corporation achieves its profitability projections the targeted
discretionary bonus shall be 50% of the Employee’s Base Salary; provided,
however, whether such a bonus shall be payable and the actual amount of such
bonus, if any, shall be determined by the Board in its sole discretion. The
annual bonus, if any, is to be paid 50% in cash and 50% in restricted
stock.




(c)           The
Corporation shall pay or reimburse the Employee for all reasonable out-of-pocket
expenses actually incurred or paid by the Employee in the course of his
employment, consistent with the Corporation’s policy for reimbursement of
expenses from time to time.




(d)           The
Employee shall be entitled to participate in such pension, profit sharing, group
insurance, hospitalization, and group health and benefit plans and all other
benefits and plans, including perquisites, if any, as the Corporation provides
to its employees.




(e)           In
addition to the Base Salary, bonus compensation and any previously granted stock
options, the Employee shall receive options to purchase 200,000 shares of the
Common Stock of interCLICK, Inc. (the “Parent”), subject to execution of the
Parent’s standard stock option agreement.  The option agreement with
respect to such options shall provide for such options to vest twenty-five
percent (25%) on each anniversary of the date hereof.  The exercise
price per share for such options shall be established by the Board and subject
to adjustment for dividends, splits, reclassifications and similar
transactions.




(f)           The
Employee shall execute and deliver in favor of the Corporation a confidentiality
and invention acknowledgement in the form attached hereto as Exhibit
A.




5.           Termination.




(a)           This
Agreement and the Employee’s employment hereunder shall terminate upon the
happening of any of the following events:




(1)           upon
the Employee’s death;




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(2)           in
the event the Employee, by reason of physical or mental incapacity, shall be
substantially unable to perform his duties hereunder for a period of 180 days
out of any 360 day period (such incapacity deemed to be “Disability”), the
Corporation shall have an option, at any time thereafter, to terminate the
Employee’s employment hereunder as a result of such Disability.  Such
termination will be effective ten (10) days after the Board gives written notice
of such termination to the Employee, unless the Employee shall have returned to
the full performance of his duties prior to the effective date of the
notice.  Upon such termination, the Employee shall be entitled to any
benefits as to which he and his dependents are entitled by law, and except as
otherwise expressly provided herein, all obligations of the Corporation
hereunder shall cease upon the effectiveness of such termination other than
payment of salary earned through the date of Disability, provided that such
termination shall not affect or impair any rights the Employee may have under
any policy of long term disability insurance or benefits then maintained on his
behalf by the Corporation.  The Employee’s Base Salary shall continue
to be paid during any period of incapacity prior to and including the date on
which the Employee’s employment is terminated for Disability;





(3)           at
the Employee’s option, upon sixty (60) days prior written notice to the
Corporation.  Upon receipt of such notice, the Corporation shall have
the option to accelerate the resignation to a date prior to the expiration of
the sixty (60) day period;




(4)           at
the Employee’s option, in the event of an act by the Corporation, defined in
Section 5(b), below, as constituting “Good Reason” for termination by the
Employee;




(5)           at
the Corporation’s option, in the event of an act by the Employee, defined in
Section 5(c), below, as constituting “Cause” for termination by the Corporation;
and




(6)           at
the Corporation’s option at any time without Cause by providing the Employee
with written notice of such termination, which termination shall take effect ten
(10) days after the date such notice is provided or, at the sole discretion of
the Corporation, at any time prior to the expiration of such ten (10) day
period.





(b)           For
purposes of this Agreement, “Good Reason” shall mean:  (i) a material
diminution of Employee’s authority or duties with the Corporation (other than as
a result of Employee’s incapacity or disability); (ii) a reduction in Employee’s
Base Salary; or (iii) if Employee must relocate his principal office more than
one hundred (100) miles from any office that the Corporation is then maintaining
for Employee as Employee’s principal office.  Prior to Employee
terminating his employment with the Corporation for “Good Reason,” Employee must
provide written notice to the Corporation that such “Good Reason” exists and
setting forth, in detail, the grounds Employee believes constitutes such “Good
Reason.” If the Corporation does not cure the grounds upon which Employee
believes “Good Reason” exists within thirty (30) days after being provided with
notice by Employee, then Employee’s employment shall be deemed
terminated.




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(c)           For
purposes of this Agreement, the term “Cause” shall mean, (i) the willful or
continued failure by the Employee to substantially perform his duties,
including, but not limited to, acts of fraud, willful misconduct, gross
negligence or other act of dishonesty, (ii) a material violation or material
breach of this Agreement which is not cured within ten (10) days after receipt
of notice thereof, (iii) misappropriation of funds, properties or assets of the
Corporation by the Employee or any action which has a materially adverse effect
on the Corporation or its business, (iv) the Employee’s conviction of or
entering of a guilty plea or a plea of no contest with respect to a felony or
any crime involving moral turpitude, fraud, larceny embezzlement, dishonesty,
(v) abuse of drugs or alcohol which impairs the Employee’s ability to perform
his duties as CTO, or (vi) a knowing violation of the CAN-SPAM Act of
2003.




6.           Effects of
Termination.  In the event the Employee’s employment is
terminated pursuant to Section 5(a)(4) or (6) of this Agreement, then the
Corporation shall continue to pay the Employee his Base Salary as in effect on
the date of termination for a period of six (6) months and the Corporation shall
reimburse the Employee for the costs of obtaining comparable medical benefits
for six (6) months, unless the Employee obtains other employment which provides
for comparable medical benefits as the Employee received while employed by the
Corporation.  In the event the Employee’s employment is terminated for
any other reason, then the Employee shall be entitled to receive his Base Salary
through the effective date of termination and the Corporation shall reimburse
the Employee for any reasonable expenses previously incurred for which the
Employee had not been reimbursed prior to the termination of employment. The
Employee acknowledges and agrees that prior to receiving any payments which may
be due under this Section 6, and as a material condition thereof, the Employee
shall, if requested by the Corporation, sign and agree to be bound by a general
release of claims against the Corporation related to the Employee’s employment
(and termination of employment) with the Corporation in such form as the
Corporation may deem appropriate.  Upon the Employee’s termination of
employment for any reason, upon the request of the Board, he shall resign any
memberships or positions that he then holds with the Corporation.





7.           Disclosure of Confidential
Information. The Employee recognizes, acknowledges and agrees that he has
had and will continue to have access to secret and confidential information
regarding the Corporation, including but not limited to, its products, formulae,
patents, sources of supply, customer dealings, data, know-how and business
plans, provided such information is not in or does not hereafter become part of
the public domain, or become known to others through no fault of the Employee.
The Employee acknowledges that such information is of great value to the
Corporation, is the sole property of the Corporation, and has been and will be
acquired by him in confidence. In consideration of the obligations undertaken by
the Corporation herein, the Employee will not, at any time, during or after his
employment hereunder, reveal, divulge or make known to any person, any
information acquired by the Employee during the course of his employment, which
is treated as confidential by the Corporation, and not otherwise in the public
domain. The provisions of this Section 7 shall survive the termination of the
Employee’s employment hereunder.




8.           Covenant Not To Compete or
Solicit.  Upon execution of this Employment Agreement, the
Employee and the Corporation shall enter into that certain Non-Competition and
Confidentiality Agreement attached hereto in the form of Exhibit A.




4




9.           Miscellaneous.




(a)           The
Employee acknowledges that the services to be rendered by him under the
provisions of this Agreement are of a special, unique and extraordinary
character and that it would be difficult or impossible to replace such services.
Accordingly, the Employee agrees that any breach or threatened breach by him of
Sections 7 or 8 of this Agreement shall entitle the Corporation, in addition to
all other legal remedies available to it, to apply to any court of competent
jurisdiction to seek to enjoin such breach or threatened breach without the
Corporation having to plead or prove an inadequate remedy at law or irreparable
harm or post a bond. The parties understand and intend that each restriction
agreed to by the Employee hereinabove shall be construed as separable and
divisible from every other restriction, that the unenforceability of any
restriction shall not limit the enforceability, in whole or in part, of any
other restriction, and that one or more or all of such restrictions may be
enforced in whole or in part as the circumstances warrant. In the event that any
restriction in this Agreement is more restrictive than permitted by law in the
jurisdiction in which the Corporation seeks enforcement thereof, such
restriction shall be limited to the extent permitted by law. The remedy of
injunctive relief herein set forth shall be in addition to, and not in lieu of,
any other rights or remedies that the Corporation may have at law or in
equity.




(b)           Neither
the Employee nor the Corporation may assign or delegate any of their rights or
duties under this Agreement without the express written consent of the other;
provided however that the Corporation shall have the right to delegate its
obligation of payment of all sums due to the Employee hereunder, provided that
such delegation shall not relieve the Corporation of any of its obligations
hereunder.




(c)           This
Agreement constitutes and embodies the full and complete understanding and
agreement of the parties with respect to the Employee’s employment by the
Corporation, supersedes all prior understandings and agreements, whether oral or
written, between the Employee and the Corporation, and shall not be amended,
modified or changed except by an instrument in writing executed by the party to
be charged. The invalidity or partial invalidity of one or more provisions of
this Agreement shall not invalidate any other provision of this Agreement. No
waiver by either party of any provision or condition to be performed shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same
time or any prior or subsequent time.




(d)           This
Agreement shall inure to the benefit of, be binding upon and enforceable
against, the parties hereto and their respective successors, heirs,
beneficiaries and permitted assigns.




(e)           The
headings contained in this Agreement are for convenience of reference only and
shall not affect in any way the meaning or interpretation of this
Agreement.




5




(f)           All
notices, requests, demands and other communications required or permitted to be
given hereunder shall be in writing and shall be deemed to have been duly given
when personally delivered, sent by registered or certified mail, return receipt
requested, postage prepaid, or by private overnight mail service (e.g. Federal
Express) to the party at the address set forth above or to such other address as
either party may hereafter give notice of in accordance with the provisions
hereof. Notices shall be deemed given on the sooner of the date actually
received or the third business day after sending.




(g)           This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of New York without reference to principles of conflicts of
laws and each of the parties hereto irrevocably consents to the jurisdiction and
venue of the federal and state courts located in the State of New
York.




(h)           This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one of the same instrument. The parties hereto have executed this Agreement as
of the date set forth above.




(i)           Severability.  The
covenants of this Agreement shall be construed as covenants independent of one
another and as obligations distinct from any other agreement between the
parties.  Should any provision herein be held to be void or
unenforceable, the remaining provisions shall remain in full force and effect,
to be read and construed as if the void or unenforceable provisions were
originally deleted.





10.           Section
409A.





(a)           Notwithstanding
anything to the contrary contained in this Agreement, if at the time of the
Employee’s separation from service within the meaning of Section 409A of
the Code, the Corporation determines that the Employee is a “specified employee”
within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the
extent any payment or benefit that the Employee becomes entitled to under this
Agreement on account of the Employee’s separation from service would be
considered deferred compensation subject to the 20% additional tax imposed
pursuant to Section 409A(a) of the Code as a result of the application of
Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and
such benefit shall not be provided until the date that is the earlier of
(i) six months and one day after the Employee’s separation from service, or
(ii) the Employee’s death (the “Six Month Delay Rule”).





(b)           For
purposes of this Section 10, amounts payable under the Agreement should not be
considered a deferral of compensation subject to Section 409A to the extent
provided in Treasury Regulation Section 1.409A-1(b)(4) (i.e., short-term
deferrals), Treasury Regulation Section 1.409A-1(b)(9) (i.e., separation pay
plans, including the exception under subparagraph (iii)), and other applicable
provisions of Treasury Regulations Sections 1.409A-1 through A-6.




6




(c)           To
the extent that the Six Month Delay Rule applies to payments otherwise payable
on an installment basis, the first payment shall include a catch-up payment
covering amounts that would otherwise have been paid during the six-month period
but for the application of the Six Month Delay Rule, and the balance of the
installments shall be payable in accordance with their original
schedule.





(d)           To
the extent that the Six Month Delay Rule applies to the provision of benefits
(including, but not limited to, life insurance and medical insurance), such
benefit coverage shall nonetheless be provided to the Employee during the first
six months following his separation from service (the “Six Month Period”),
provided that, during such Six-Month Period, the Employee pays to the
Corporation, on a monthly basis in advance, an amount equal to the Monthly Cost
(as defined below) of such benefit coverage.The Corporation shall
reimburse the Employee for any such payments made by the Employee in a lump sum
not later than 30 days following the sixth month anniversary of the Employee’s
separation from service. For purposes of this subparagraph, “Monthly Cost” means
the minimum dollar amount which, if paid by the Employee on a monthly basis in
advance, results in the Employee not being required to recognize any federal
income tax on receipt of the benefit coverage during the Six Month
Period.





(e)           The
parties intend that this Agreement will be administered in accordance with
Section 409A of the Code. To the extent that any provision of this
Agreement is ambiguous as to its compliance with Section 409A of the Code,
the provision shall be read in such a manner so that all payments hereunder
comply with Section 409A of the Code. The parties agree that this Agreement
may be amended, as reasonably requested by either party, and as may be necessary
to fully comply with Section 409A of the Code and all related rules and
regulations in order to preserve the payments and benefits provided hereunder
without additional cost to either party.





(f)           The
Corporation makes no representation or warranty and shall have no liability to
the Employee or any other person if any provisions of this Agreement are
determined to constitute deferred compensation subject to Section 409A of
the Code but do not satisfy an exemption from, or the conditions of, such
Section.





IN WITNESS HEREOF, the parties
hereby enter into this Agreement and affix their signatures as of the date first
written above.





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CORPORATION:DESKTOP
      INTERACTIVE, INC.d/b/a
      INTERCLICK.COMBy:
                        /s/ Michael MathewsName:
                        Michael
      MathewsTitle:
                        Chief
      Executive
Officer
 
 EMPLOYEE:/s/ Andrew KatzName:
                    Andrew
      KatzTitle:
                    Chief
      Technology Officer
 8





Exhibit
A




CONFIDENTIALITY
AND INVENTION ACKNOWLEDGEMENT




In
consideration of my employment by interCLICK, Inc. (“Company”), and in
consideration of the award of certain benefits by the Company that have been or
will be made to me, including, without limitation, awards of options to acquire
common stock of the Company, or by any subsidiary or affiliate of the Company,
and the compensation paid for my services including any additional benefits or
rights relating thereto as provided in a written agreement, policy or other
understanding and as a condition of the foregoing, I do hereby agree as
follows:




1.           Acknowledgment.  My
position with the Company is or will be of a nature that I will either generate
or be entrusted with information, ideas and materials which are Company
property, involve trade secrets or in some other fashion relate to confidential
matters of the Company. As a condition of my employment, the Company has
requested this Agreement. I understand that the Company and its predecessors
have been engaged in this business for over five years and are reliant upon
technology and methods which have been devised and protected which constitute
trade secrets of the Company. The Company’s business involves, among other
things, operating an online advertising network. I acknowledge the Company’s
business is international in scope and not limited to any particular geographic
location, such as the location of my assignment, or other of its offices,
plants, or sales facilities. Accordingly, I have been asked to sign this
agreement and to agree to certain restrictions governing my activities both
during and following my engagement by the Company.




2.           Confidential
Information.  During the Benefit Period (as defined in
paragraph 6 below) and at any time thereafter, regardless of the reason for
termination of the Benefit Period:




(a)           I
agree not to use or disclose, directly or indirectly, any Confidential
Information (defined below) in any Unauthorized (defined below) manner or for
any Unauthorized purpose;




(b)           I
agree that I shall not disclose, reveal or otherwise release, directly or
indirectly, any Confidential Information to any third party and to take any and
all lawful measures to prevent the Unauthorized use and disclosure of
Confidential Information and to prevent Unauthorized persons or entities from
obtaining or using Confidential Information. I further agree to refrain from
taking any actions which would constitute or facilitate the Unauthorized use or
disclosure of Confidential Information.




As part
of the foregoing obligations, I further agree not to disclose any Confidential
Information to, or assign any employee, vendor, subcontractor, or agent to
provide services to the Company, unless said employee, contractor, vendor or
agent is subject to an agreement with the Company, pursuant to which it or they
agree to protect Confidential Information provided in the course of such
relationship to the same extent that I am bound, unless services are to be
provided or performed on customary commercial terms established in the course of
the dealings with that person or entity, and to which my supervisor approves. I
further agree to the terms of any restrictions on disclosure of third-party
information of which I become aware as a result of my duties at the Company
which is subject to restrictions on disclosure in favor of such
third-party.









I agree
that upon termination of my engagement by the Company and at any other time when
requested, I will deliver and return all drawings, blueprints, designs, models,
papers and copies which contain any Confidential Information, including any
computer or electronic versions and destroy such computer or electronic material
on any computer I own. I further agree that all similar materials in connection
with all proposed or actual business of the Company or any of its affiliated
companies shall be the property of the Company or such affiliate.




3.           Proprietary
Rights.  I agree that during the Benefit Period all
information, reports, studies, charts, code, plans, diagrams, presentations and
any other tangible or intangible, information, Invention Disclosures (defined
below), deliverables, discoveries, specifications, designs, methods, devices,
writings, compilations of information and all materials that are protectable as
intellectual property in the United States, whether under the laws of patents,
copyrights, and/or trade secrets (“Inventions”), (i) developed or produced by me
in conjunction with my efforts for the Company on or prior to the date hereof,
(ii) based upon knowledge or information learned or gained from the Company on
or prior to the date hereof, (iii) resulting from the use of the Company’s
facilities, personnel, contacts or materials on or prior to the date hereof or
(iv) related in any manner to my engagement by the Company on or prior to the
date hereof, shall be the sole and exclusive property of the Company and shall
be deemed “works made for hire”, of which Company shall be deemed the
author.




I agree
that all Inventions that are reduced to practice, or otherwise made by me,
either alone or in concert with others during the Benefit Period and within one
(1) year immediately following the Benefit Period, which Inventions are (i)
within the scope of my services for the Company, (ii) related to knowledge or
information learned or gained from or through the Company or (iii) developed
during said engagement, shall be presumed to have been conceived in the course
of said engagement and shall be the sole and exclusive property of the Company
and shall be deemed “works made for hire”, of which Company shall be deemed the
author. The foregoing, however, may be overcome by producing tangible evidence
showing clearly that any such Inventions were conceived more than one (1) year
after the expiration or termination of my engagement. I hereby agree to
communicate and disclose promptly, in writing, to the Company all inventions
made during the one (1) year period immediately following the Benefit Period.
Moreover, I further agree to safeguard the confidentiality and proprietary
nature of any and all such Inventions in the same manner as that prescribed
herein for the treatment of Confidential Information.




I hereby
agree that all Inventions are hereby assigned to Company and that I will execute
all documents necessary to assign and transfer to Company, or its nominees,
successors, or assigns, free of encumbrances, all rights, title, and interest in
and to any and all Inventions. All such assignments shall include, among other
things, existing or prospective patent rights and copyrights in the United
States and all foreign countries.









In the
event that any Invention constitutes a work based upon one or more preexisting
works, I agree that I shall provide, in writing, in a separate Appendix, which
will be attached hereto and made a part hereof: (i) the nature of such
preexisting work; (ii) its owner; (iii) any restrictions or royalty terms
applicable to the Company’s or my use of such preexisting work or the Company’s
exploitation of the Inventions; and (iv) the source of my authority to employ
the preexisting work in the Inventions. Unless otherwise specifically agreed in
such Appendix, before initiating the preparation of any Invention that is a
derivative work of a preexisting work, I shall cause Company, its successors and
assigns, to have and obtain the irrevocable, nonexclusive, worldwide,
royalty-free right and license to (i) use, execute, reproduce, display, perform,
distribute internally and externally, sell copies of, and prepare derivative
works thereof, and (ii) authorize or sublicense others from time to time to do
any or all of the foregoing. I represent and warrant that the Inventions are not
based on any preexisting works other than any preexisting works referenced, in
writing, in a separate Appendix to this Agreement which will be attached hereto
and made a part hereof.




I hereby
agree not to bring any action against the Company or any of its agents,
including but not limited to independent legal advisors and counsel, for
misappropriation of trade secrets or infringement of any intellectual property
rights including but not limited to patents, trademarks and copyrights, and
malpractice, negligence or any cause of action related in any way to the
creation, maintenance, enforcement and commercialization of any intellectual
property rights, including patents and patent applications.




4.           Representations.  I
represent and warrant that my engagement by the Company does not conflict with
and will not be constrained by any prior business relationship, agreement or
understanding and that I do not possess confidential information arising out of
any prior relationship which, in my best judgment, would be utilized in
connection with my employment by the Company in contravention of any policy or
agreement relating to such confidential information and that I will use best
efforts not to disclose such information to the Company or any customer or
employee.




I
acknowledge that (a) the Confidential Information (i) is commercially and
competitively valuable to the Company, (ii) is vital to the success of the
Company’s business at all locations at which the Company is deemed to be doing
or does business, and (iii) has been developed at great cost and expense to the
Company; (b) the Unauthorized use or disclosure of Confidential Information
would cause irreparable harm to the Company; (c) the Company has taken and is
taking all reasonable measures to protect its legitimate interests in its
Confidential Information, including but not limited to affirmative actions to
safeguard the confidentiality of such Confidential Information; (d) by this
Agreement and adoption of policies and procedures (including those of which I
may not be aware) the Company is taking reasonable steps to protect its
legitimate interests in its Confidential Information; and (e) the restrictions
on the activities in which I may engage set forth herein, and the locations and
periods of time for which such restrictions apply, are reasonably necessary in
order to protect the Company’s legitimate interest in its Confidential
Information.









I
acknowledge that the Company and its operations are subject to governmental
regulation much like many other companies and recognize that there are still
relatively few laws or regulations specifically addressed to the Internet. I
further acknowledge that I am aware that existing laws and regulations are
applicable to the Internet and, as such, to the business and affairs of the
Company and the manner in which I perform my duties for the Company. I
acknowledge that I am responsible as in any personal or professional endeavor to
comply with any and all laws and that knowing or willful violation of the law is
grounds for termination, with cause, by the Company. Without limiting the
foregoing, I acknowledge that such laws applicable to my activities include user
privacy, defamation, pricing, advertising, taxation, gambling, sweepstakes,
promotions, content regulation, quality of products and services, and
intellectual property ownership and infringement. I agree that in the event that
I become aware of any violation of law that I will take appropriate action,
which would include notifying my immediate superior, or any member of the Board
of Directors of the Company, or counsel to the Company.




I
acknowledge that I am aware that the Company posts its privacy policy and
practices concerning the use and disclosure of any user data on its Web sites. I
agree to review and familiarize myself with such privacy policy and practices
and to not knowingly violate or assist any third party in violation of such
privacy policy and practices. I acknowledge that any knowing violation of the
posted privacy policy and practices is grounds for termination, with cause, by
the Company.




I
acknowledge that I am aware that the CAN-SPAM Act of 2003 and certain state laws
are intended to regulate interstate commerce by imposing limitations and
penalties on the transmission of unsolicited commercial electronic mail via the
Internet. I agree to take reasonable precautions to familiarize myself with the
identity, business, and practices of customers with which I have direct contact
and to not knowingly participate in any activities that would violate the
CAN-SPAM Act of 2003 or other similar laws with which I am aware. I acknowledge
that any knowing violation of the CAN-SPAM Act of 2003 or Company policy
relating to spam is grounds for termination, with cause, by the
Company.




5.           Restriction.  I
agree that during the Benefit Period and continuing for a period of one (1) year
after the termination of the Benefit Period, I shall not, directly or
indirectly:




(a)           solicit,
raid, entice or induce any present or former client, customer, licensor,
licensee or vendor of the Company (each, a “Customer”) to become a client or
customer of any other person or entity for the same or equivalent products or
services as the those performed or provided by the Company or authorize,
encourage or assist the taking of such actions by any other person or
entity;




(b)           solicit,
raid, entice or induce any employee, agent, consultant, advisor, independent
contractor or person otherwise engaged by the Company at any time during the
term of my engagement (“Personnel”) to become employed or otherwise engaged by
any other person or entity for the purpose of rendering services the same as, or
similar to, those services as from time-to-time had been provided by such
Personnel to or on behalf of the Company or authorize, encourage or assist the
taking of such actions by any other person or entity; or









(c)           contact
or communicate with any Customer or Personnel for any business purpose
restricted hereby without the presence or prior consent of the
Company.




I agree
that during the Benefit Period and continuing for a period of one (1) year
thereafter that I shall not, directly or indirectly:




(a)           compete
in any manner whether for compensation or otherwise, with the Company, or assist
any other person or entity to compete with the Company;




(d)           compete
by developing, marketing, manufacturing or assisting others to develop, market
or manufacture any product or service which is competitive with the products or
services of the Company then existing or planned for the future which I learn of
or develop while engaged by the Company;




(e)           accept
employment from or have any other relationship (including, without limitation,
to own, manage, operate, control, be employed by or participate) with any entity
which is competitive with the products or services of the Company then existing
or which were known by me to be planned for the future.




The
foregoing restrictions shall apply to all geographical areas where I performed
services for the Company during the Benefit Period and to all other places where
the Company does business and/or did business and/or planned to do business,
including the license or sale of the Company’s products and services, which
could be worldwide since the Company operates an online advertising network that
is accessible throughout the world.




I hereby
represent and acknowledge that: the restrictions stated above on the activities
in which I may engage upon termination of my engagement with the Company are
reasonable and that, despite such restrictions, I will be able to earn my
livelihood and engage in my profession following said termination; the locations
designated above are reasonable because they are limited to the locations in
which the Company presently does business, legitimately plans to do business or
did business during the term of my engagement; the periods of time designated
above are reasonable because it extends only for twelve (12) months following
the termination of the Benefit Period.




6.           Certain
Definitions.




“Benefit
Period” shall mean the term of my engagement (as employee, consultant, advisor
or similar capacity) including during any additional period for which I have
been paid or am entitled to receive any severance payments or other benefits
from the Company or during which I may hold unexpired options or stock granted
by the Company.









“Confidential
Information” shall mean designs, methods, costs, pricing, production, and
related information and materials, all customer vendor, licensee, licensor,
information including the identity thereof, techniques, practices, the terms of
any orders or acknowledgments thereof, as well as any and all information,
know-how and data, technical or non-technical, which relates to the Company’s
technology or business, including technical, financial and managerial
information, whether written or oral, produced by the Company or on its behalf,
either directly or indirectly. “Confidential Information” shall include
information made available to me as a result of collaborative of other
arrangements with third-parties pursuant to which the Company has agreed to
maintain the secrecy of such information which shall for all purposes be
considered Confidential Information protected by this Agreement. “Confidential
Information” shall also include, as it relates to the Company or any of its
affiliates, business practices or trade secrets obtained, developed or disclosed
in the performance of my services, any other matter the confidentiality of which
the Company takes reasonable measures to protect, any information which pertains
to subjects including, but not limited to, research and development, product
security, contingency plans, practices relating to protection of trade secrets
and confidential information, equipment, expenditure plans, training,
compensation and human resources information, legal matters involving litigation
or disputes relating to the Company, contract compliance, waste and spoilage
information, submission of government information, regulatory matters, names of
individual contacts at customers, vendors or other service providers,
preferences, businesses or habits, business methods, distributions and
scheduling time, and capabilities, future plans, databases, computer programs,
operating procedures, knowledge of the organization, any information contained
in any policy or procedures manual of the Company and any matter designated as
proprietary, confidential or trade secrets in such a policy or procedures manual
from time to time, and similar information in any form whatsoever.




“Invention
Disclosure” shall mean a written summary of an invention which fully describes
the invention and sets forth all substantive technical features in sufficient
detail to enable one of ordinary skill in the art to understand the
invention.




“Unauthorized”
shall mean (i) in contravention of the Company’s policies or procedures; (ii)
otherwise inconsistent with the Company’s measures to protect its interests in
the Confidential Information; (iii) in contravention of any lawful instruction
or directive, whether written or oral, of a Company employee empowered to issue
such instruction or directive; (iv) in contravention of any duty existing under
law or contract; or (v) to the detriment of the Company or any of its
affiliates.




7.           Investing
Restrictions.  I hereby acknowledge that I am aware that the
United States securities laws prohibit any person who has material, non-public
information from purchasing or selling securities (and options, warrants and
rights relating thereto) on the basis of such information and from communicating
such information to any other person under circumstances in which it is
reasonably foreseeable that such person is likely to purchase or sell such
securities. I also acknowledge that from time to time I may become privy to
material non-public information from the Company or third parties in relations
with the Company. I agree to be bound by the first sentence of this paragraph at
all times that I am in possession of material non-public information and to seek
the advice of counsel prior to effecting any transactions in the Company’s or
such third-party’s securities.  I also agree to abide by any insider
trading policies the Company may adopt.









8.           Governing Law.  This
Agreement shall be governed by and construed and enforced in accordance with the
internal laws of the state of New York without regard to principles of conflicts
of laws. Jurisdiction shall be appropriate only in federal or state court in the
state of New York, borough of Manhattan, unless otherwise agreed by the parties.
The employee hereby waives the right to a trial by jury in any proceeding
brought for the enforcement of any term of this agreement. If any provision or
clause of this Agreement, or portion thereof, shall be held by any court or
other tribunal of competent jurisdiction to be illegal, void or unenforceable in
such jurisdiction, the remainder of such provisions shall not be affected
thereby and shall be given full effect, without regard to the invalid portion.
It is the intention of the parties that, if any court construes any provision or
clause of this Agreement, or any portion thereof, to be illegal, void or
unenforceable because of the duration of such provision or the geographic area
or matter covered thereby, such court shall reduce the duration, area or matter
of such provision and this Agreement shall continue to be enforceable in its
modified or reduced form.




I
acknowledge that the obligations under this Agreement are of a special and
unique character for which monetary damages for breach would be inadequate and
therefore the Company shall be entitled to injunctive and other equitable relief
in the event of a breach or threatened breach in addition to any and all rights
and remedies available at law or otherwise.




I agree
that in performance of my duties to the Company, I shall not make or offer to
make any payments to, or confer, or offer to confer any benefit upon any
employee, agent or fiduciary of any third party, or any governmental agent or
employee with the intent to influence the conduct of such employee, agent or
fiduciary in relation to the business of such third party or otherwise to act in
contravention of the Company’s policy relating thereto from time to time in
effect.




I
acknowledge that I have read and understand this Agreement and that I have
signed and entered into it on my own free will in consideration for the benefits
offered by the Company in connection with my engagement, promotion, additional
benefits or other reasons related hereto.




INTERCLICK,
      INC.
              
              EMPLOYEEBy:
              /s/ Michael Mathews
              
              /s/ Andrew KatzName:
      Michael Mathews
              
              Name:
      Andrew KatzTitle:
      Chief Executive Officer
              
              Dated
      As of:  3/3/08Dated
      As of: 3/3/08