WARRANT

            	 
	 	 	 
	
              NO.
                ________

            	
              interCLICK,
                INC. 

            	
              ________Shares

            
	 	 	 


    

    WARRANT
      TO PURCHASE COMMON STOCK

     

    VOID
      AFTER 5:30 P.M., EASTERN 

    TIME,
      ON THE EXPIRATION DATE

     

    THIS
      WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
      BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT
      BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT
      COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE
      FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS
      THEREFROM.

     

    FOR
      VALUE
      RECEIVED, interCLICK, INC., a Delaware corporation (the “Company”), hereby
      agrees to sell upon the terms and on the conditions hereinafter set forth,
      but
      no later than 5:30 p.m., Eastern Time, on the Expiration Date (as hereinafter
      defined), to ________,
      or
      registered assigns (the “Holder”), under the terms as hereinafter set forth,
________fully
      paid and non-assessable shares of the Company’s Common Stock, par value $0.001
      per share (the “Warrant Stock”), at a purchase price of $2.50 per share (the
“Warrant Price”), pursuant to this warrant (this “Warrant”). The number of
      shares of Warrant Stock to be so issued and the Warrant Price are subject to
      adjustment in certain events as hereinafter set forth. The term “Common Stock”
shall mean, when used herein, unless the context otherwise requires, the stock
      and other securities and property at the time receivable upon the exercise
      of
      this Warrant.

     

    1. Exercise
      of Warrant.

     

    a. The
      Holder may exercise this Warrant according to its terms by (i) surrendering
      this
      Warrant, properly endorsed, to the Company at the address set forth in Section
      10, (ii) the subscription form attached hereto having then been duly executed
      by
      the Holder, and (iii) payment of the purchase price being made to the Company
      for the number of shares of the Warrant Stock specified in the subscription
      form, or as otherwise provided in this Warrant, prior to 5:30 p.m., Eastern
      Time, on July __, 2013 (the
      “Expiration
      Date”).

     

    b. (i)
      The
      aggregate purchase price for the shares of Warrant Stock being purchased may
      be
      paid (1) either by cash, certified check or bank draft or wire transfer of
      immediately available funds, or (2) subject to Section 1b.(ii) below, by
      surrender of a number of shares of Warrant Stock having a fair market value
      equal to the aggregate purchase price of the Warrant Stock being purchased
      (“Cashless
      Exercise”)
      as
      determined herein. If the Holder elects the Cashless Exercise method of payment,
      the Company shall issue to the Holder a number of shares of Warrant Stock
      determined in accordance with the following formula:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
    

    
      
         

        
          	 	
                  X       
                    =        Y(A - B)

                                          
                      A

                


        

          

      

      	
            	with:	
              X
                =        the
                number of shares of Warrant Stock to be issued to the Holder;

            


       

        
          	 	
                  Y
                    =        the
                    number of shares of Warrant Stock with respect to which the Warrant
                    is
                    being

                               
                    exercised;

                


        

      

    

     

    
      	 	
              A
                =        the
                fair value per share of Common
                Stock on
                the date of exercise of this Warrant;
                and 

            


    

    


    
      	 	
              B
                =        the
                then-current Warrant Price of
                the Warrant

            


    

    


    For
      the
      purposes of this Section 1b., “fair value” per share of Common Stock shall mean
      (A) the average of the closing sales prices, as quoted on the primary national
      or regional stock exchange on which the Common Stock is listed, or,
      if not
      listed,
      the OTC
      Bulletin Board if quoted thereon, on the five
      consecutive trading days immediately preceding the date of exercise, or (B)
      if
      the Common Stock is not publicly traded as set forth above, as reasonably and
      in
      good faith determined by the Board of Directors of the Company as of the date
      which the notice of exercise is deemed to have been sent to the
      Company.

    


    (ii)
      Notwithstanding the foregoing, the Cashless Exercise option set forth in clause
      (i) of Section 1b. above shall only be available so long as the Company shall
      not have registered the Warrant Stock in an effective registration statement
      with the Securities and Exchange Commission on or prior to the six month
      anniversary of the date that this warrant is issued. 

     

    c. This
      Warrant may be exercised in whole or in part so long as any exercise in part
      hereof would not involve the issuance of fractional shares of Warrant Stock.
      If
      exercised in part, the Company shall deliver to the Holder a new Warrant,
      identical in form, in the name of the Holder, evidencing the right to purchase
      the number of shares of Warrant Stock as to which this Warrant has not been
      exercised, which new Warrant shall be signed by the Chairman, Chief Executive
      Officer, President or any Vice President of the Company. The term Warrant as
      used herein shall include any subsequent Warrant issued as provided
      herein.

     

    d. No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this Warrant. The Company shall pay cash in lieu of fractions
      with respect to the Warrants based upon the fair market value of such fractional
      shares of Common Stock (which shall be the closing price of such shares on
      the
      exchange or market on which the Common Stock is then traded) at the time of
      exercise of this Warrant.

     

    e. In
      the
      event of any exercise of the rights represented by this Warrant, a certificate
      or certificates for the Warrant Stock so purchased, registered in the name
      of
      the Holder, shall be delivered to the Holder within a reasonable time after
      such
      rights shall have been so exercised. The person or entity in whose name any
      certificate for the Warrant Stock is issued upon exercise of the rights
      represented by this Warrant shall for all purposes be deemed to have become
      the
      holder of record of such shares immediately prior to the close of business
      on
      the date on which the Warrant was surrendered and payment of the Warrant Price
      and any applicable taxes was made, irrespective of the date of delivery of
      such
      certificate, except that, if the date of such surrender and payment is a date
      when the stock transfer books of the Company are closed, such person shall
      be
      deemed to have become the holder of such shares at the opening of business
      on
      the next succeeding date on which the stock transfer books are open. Except
      as
      provided in Section 4 hereof, the Company shall pay any and all documentary
      stamp or similar issue or transfer taxes payable in respect of the issue or
      delivery of shares of Common Stock on exercise of this Warrant; provided,
      however, that the Company shall not be required to pay any tax that may be
      payable in respect of any issuance and delivery of shares of Warrant Stock
      to
      any Person other than the Holder or with respect to any income tax due by the
      Holder with respect to any shares of Warrant Stock. “Person” shall mean any
      natural person, corporation, division of a corporation, partnership, limited
      liability company, trust, joint venture, association, company, estate,
      unincorporated organization or government or any agency or political subdivision
      thereof.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2. Disposition
      of Warrant Stock and Warrant.

     

    a. The
      Holder hereby acknowledges that this Warrant and any Warrant Stock purchased
      pursuant hereto are, as of the date hereof, not registered: (i) under the Act
      on
      the ground that the issuance of this Warrant is exempt from registration under
      Section 4(2) of the Act as not involving any public offering or (ii) under
      any
      applicable state securities law because the issuance of this Warrant does not
      involve any public offering; and that the Company’s reliance on the Section 4(2)
      exemption of the Act and under applicable state securities laws is predicated
      in
      part on the representations hereby made to the Company by the Holder that it
      is
      acquiring this Warrant and will acquire the Warrant Stock for investment for
      its
      own account, with no present intention of dividing its participation with others
      or reselling or otherwise distributing the same, subject, nevertheless, to
      any
      requirement of law that the disposition of its property shall at all times
      be
      within its control.

     

    The
      Holder hereby agrees that it will not sell or transfer all or any part of this
      Warrant and/or Warrant Stock, except pursuant to an effective registration
      statement under the Act, unless and until it shall first have given notice
      to
      the Company describing such sale or transfer and furnished to the Company either
      (i) an opinion of counsel for the Company, which the Company shall obtain at
      its
      own expense, to the effect that the proposed sale or transfer may be made
      without registration under the Act and without registration or qualification
      under any state law, or (ii) an interpretative letter from the Securities and
      Exchange Commission to the effect that no enforcement action will be recommended
      if the proposed sale or transfer is made without registration under the
      Act.

     

    b. If,
      at
      the time of issuance of the shares issuable upon exercise of this Warrant,
      no
      registration statement is in effect with respect to such shares under applicable
      provisions of the Act, the Company may at its election require that the Holder
      provide the Company with written reconfirmation of the Holder’s investment
      intent and that any stock certificate delivered to the Holder of a surrendered
      Warrant shall bear a legend reading substantially as follows:

     

    “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER
      OF
      THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    In
      addition, so long as the foregoing legend may remain on any stock certificate
      delivered to the Holder, the Company may maintain appropriate “stop transfer”
orders with respect to such certificates and the shares represented thereby
      on
      its books and records and with those to whom it may delegate registrar and
      transfer functions.

     

    3. Reservation
      of Shares.
      The
      Company hereby agrees that at all times there shall be reserved for issuance
      upon the exercise of this Warrant such number of shares of its Common Stock
      as
      shall be required for issuance upon exercise of this Warrant. The Company
      further agrees that all shares which may be issued upon the exercise of the
      rights represented by this Warrant will be duly authorized and will, upon
      issuance and against payment of the Warrant Price therefor, be validly issued,
      fully paid and non-assessable, free from all taxes, liens, charges and
      preemptive rights with respect to the issuance thereof, other than taxes, if
      any, in respect of any transfer occurring contemporaneously with such issuance
      and other than transfer restrictions imposed by federal and state securities
      laws.

     

    4. Exchange,
      Transfer or Assignment of Warrant.
      

     

    a. This
      Warrant is exchangeable, without expense, at the option of the Holder, upon
      presentation and surrender hereof to the Company or at the office of its stock
      transfer agent, if any, for other Warrants of different denominations, entitling
      the Holder or Holders thereof to purchase in the aggregate the same number
      of
      shares of Common Stock purchasable hereunder. Upon surrender of this Warrant
      to
      the Company or at the office of its stock transfer agent, if any, with an
      appropriate instrument of assignment duly executed and funds sufficient to
      pay
      any transfer tax, the Company shall, without charge, execute and deliver a
      new
      Warrant in the name of the assignee named in such instrument of assignment
      and
      this Warrant shall promptly be canceled. This Warrant may be divided or combined
      with other Warrants that carry the same rights upon presentation hereof at
      the
      office of the Company or at the office of its stock transfer agent, if any,
      together with a written notice specifying the names and denominations in which
      new Warrants are to be issued and signed by the Holder hereof.

     

    b. Notwithstanding
      anything to the contrary contained herein, at such time as this Warrant shall
      be
      registered by the Company under the Act, Holder shall deliver this Warrant
      to
      the Company in exchange for a warrant certificate representing the registered
      warrant, which shall entitle Holder to purchase the same number of shares of
      Warrant Stock and at the same Warrant Price as exists at the time of the
      surrender. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    5. Capital
      Adjustments.
      This
      Warrant is subject to the following further provisions:

     

    a. Recapitalization,
      Reclassification and Succession.
      If any
      recapitalization of the Company or reclassification of its Common Stock or
      any merger or consolidation of the Company into or with a Person, or the sale
      or
      transfer of all or substantially all of the Company’s assets or of any successor
      corporation’s assets to any Person (any such Person being included within the
      meaning of the term “successor corporation”) shall be effected, at any time
      while this Warrant remains outstanding and unexpired, then, as a condition
      of
      such recapitalization, reclassification, merger, consolidation, sale or
      transfer, lawful and adequate provision shall be made whereby the Holder of
      this
      Warrant thereafter shall have the right to receive upon the exercise hereof
      as
      provided in Section 1 and in lieu of the shares of Common Stock immediately
      theretofore issuable upon the exercise of this Warrant, such shares of capital
      stock, securities or other property as may be issued or payable with respect
      to
      or in exchange for a number of outstanding shares of Common Stock equal to
      the
      number of shares of Common Stock immediately theretofore issuable upon the
      exercise of this Warrant had such recapitalization, reclassification, merger,
      consolidation, sale or transfer not taken place, and in each such case, the
      terms of this Warrant shall be applicable to the shares of stock or other
      securities or property receivable upon the exercise of this Warrant after such
      consummation.

     

    b. Subdivision
      or Combination of Shares.
      If the
      Company at any time while this Warrant remains outstanding and unexpired shall
      subdivide or combine its Common Stock, the number of shares of Warrant Stock
      purchasable upon exercise of this Warrant and the Warrant Price shall be
      proportionately adjusted.

     

    c. Stock
      Dividends and Distributions.
      If the
      Company at any time while this Warrant is outstanding and unexpired shall issue
      or pay the holders of its Common Stock, or take a record of the holders of
      its
      Common Stock for the purpose of entitling them to receive, a dividend payable
      in, or other distribution of, Common Stock, then (i) the Warrant Price shall
      be
      adjusted in accordance with Section 5(e) and (ii) the number of shares of
      Warrant Stock purchasable upon exercise of this Warrant shall be adjusted to
      the
      number of shares of Common Stock that the Holder would have owned immediately
      following such action had this Warrant been exercised immediately prior
      thereto.

     

    d. Stock
      and Rights Offering to Stockholders.
      If the
      Company shall at any time after the date of issuance of this Warrant distribute
      to all holders of its Common Stock any shares of capital stock of the Company
      (other than Common Stock) or evidences of its indebtedness or assets (excluding
      cash dividends or distributions paid from retained earnings or current year’s or
      prior year’s earnings of the Company) or rights or warrants to subscribe for or
      purchase any of its securities (excluding those referred to in the immediately
      preceding paragraph) (any of the foregoing being hereinafter in this paragraph
      called the “Securities”), then in each such case, the Company shall reserve
      shares or other units of such Securities for distribution to the Holder upon
      exercise of this Warrant so that, in addition to the shares of the Common Stock
      to which such Holder is entitled, such Holder will receive upon such exercise
      the amount and kind of such Securities which such Holder would have received
      if
      the Holder had, immediately prior to the record date for the distribution of
      the
      Securities, exercised this Warrant.

     

    e. Warrant
      Price Adjustment.
      Whenever the number of shares of Warrant Stock purchasable upon exercise of
      this
      Warrant is adjusted, as herein provided, the Warrant Price payable upon the
      exercise of this Warrant shall be adjusted to that price determined by
      multiplying the Warrant Price immediately prior to such adjustment by a fraction
      (i) the numerator of which shall be the number of shares of Warrant Stock
      purchasable upon exercise of this Warrant immediately prior to such adjustment,
      and (ii) the denominator of which shall be the number of shares of Warrant
      Stock
      purchasable upon exercise of this Warrant immediately thereafter.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    f. Certain
      Shares Excluded.
      The
      number of shares of Common Stock outstanding at any given time for purposes
      of
      the adjustments set forth in this Section 5 shall exclude any shares then
      directly or indirectly held in the treasury of the Company.

     

    g. Deferral
      and Cumulation of De Minimis Adjustments.
      The
      Company shall not be required to make any adjustment pursuant to this Section
      5
      if the amount of such adjustment would be less than one percent (1%) of the
      Warrant Price in effect immediately before the event that would otherwise have
      given rise to such adjustment. In such case, however, any adjustment that would
      otherwise have been required to be made shall be made at the time of and
      together with the next subsequent adjustment which, together with any adjustment
      or adjustments so carried forward, shall amount to not less than one percent
      (1%) of the Warrant Price in effect immediately before the event giving rise
      to
      such next subsequent adjustment.

     

    h. Duration
      of Adjustment.
      Following each computation or readjustment as provided in this Section 5, the
      new adjusted Warrant Price and number of shares of Warrant Stock purchasable
      upon exercise of this Warrant shall remain in effect until a further computation
      or readjustment thereof is required.

     

    6. Notice
      to Holders.

     

    a. Notice
      of Record Date.
      In
      case:

     

    (i) the
      Company shall take a record of the holders of its Common Stock (or other stock
      or securities at the time receivable upon the exercise of this Warrant) for
      the
      purpose of entitling them to receive any dividend (other than a cash dividend
      payable out of earned surplus of the Company) or other distribution, or any
      right to subscribe for or purchase any shares of stock of any class or any
      other
      securities, or to receive any other right;

     

    (ii) of
      any
      capital reorganization of the Company, any reclassification of the capital
      stock
      of the Company, any consolidation with or merger of the Company into another
      Person, or any conveyance of all or substantially all of the assets of the
      Company to another Person; or

     

    (iii) of
      any
      voluntary dissolution, liquidation or winding-up of the Company;

     

    then,
      and
      in each such case, the Company will mail or cause to be mailed to the Holder
      hereof at the time outstanding a notice specifying, as the case may be, (i)
      the
      date on which a record is to be taken for the purpose of such dividend,
      distribution or right, and stating the amount and character of such dividend,
      distribution or right, or (ii) the date on which such reorganization,
      reclassification, consolidation, merger, conveyance, dissolution, liquidation
      or
      winding-up is to take place, and the time, if any is to be fixed, as of which
      the holders of record of Common Stock (or such stock or securities at the
      time receivable upon the exercise of this Warrant) shall be entitled to exchange
      their shares of Common Stock (or such other stock or securities) for securities
      or other property deliverable upon such reorganization, reclassification,
      consolidation, merger, conveyance, dissolution, liquidation or winding-up.
      Such
      notice shall be mailed at least twenty (20) days prior to the record date
      therein specified, or if no record date shall have been specified therein,
      at
      least twenty (20) days prior to the date of such action, provided, however,
      failure to provide any such notice shall not affect the validity of such
      transaction.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    b. Certificate
      of Adjustment.
      Whenever any adjustment shall be made pursuant to Section 5 hereof, the Company
      shall promptly make a certificate signed by its Chairman, Chief Executive
      Officer, President, Vice President, Chief Financial Officer or Treasurer,
      setting forth in reasonable detail the event requiring the adjustment, the
      amount of the adjustment, the method by which such adjustment was calculated
      and
      the Warrant Price and number of shares of Warrant Stock purchasable upon
      exercise of this Warrant after giving effect to such adjustment, and shall
      promptly cause copies of such certificate to be mailed (by first class mail,
      postage prepaid) to the Holder of this Warrant.

     

    7. Intentionally
      Omitted.

     

    8. Price
      Protection; Reset of Warrant Price.
      Until
      the earlier of (i) 24 months from the date hereof or (ii) such date that there
      is an effective registration statement on file with the Securities and Exchange
      Commission covering the resale of any warrants to purchase shares of capital
      stock, in the event that the Company issues or sells any warrants or options
      to
      purchase shares of capital stock to which they may be acquired at an exercise
      price of less than $2.50 per share, then the Company shall promptly issue
      additional warrants to the Holder in an amount sufficient that the actual price
      per warrant paid hereunder (which is $2.50) (the “Per Warrant Purchase Price”),
      when divided by the total number of warrants issued will result in an actual
      Per
      Warrant Purchase Price paid by the Holder hereunder equal to such lower price
      (this is intended to be a “full ratchet” adjustment). Such adjustment shall be
      made successively whenever such an issuance is made. 

     

    9. Maximum
      Exercise.
      The
      Holder shall not be entitled to exercise this Warrant on an exercise date,
      in
      connection with that number of shares of Common Stock which would be in excess
      of the sum of (i) the number of shares of Common Stock beneficially owned
      by the Holder and its affiliates on an exercise date, and (ii) the number
      of shares of Common Stock issuable upon the exercise of this Warrant with
      respect to which the determination of this limitation is being made on an
      exercise date, which would result in beneficial ownership by the Holder and
      its
      affiliates of more than 4.99% of the outstanding shares of Common Stock on
      such
      date. For the purposes of the immediately preceding sentence, beneficial
      ownership shall be determined in accordance with Section 13(d) of the
      Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.
      Subject to the foregoing, the Holder shall not be limited to aggregate exercises
      which would result in the issuance of more than 4.99%. The restriction described
      in this paragraph may be waived, in whole or in part, upon sixty-one (61)
      days prior notice from the Holder to the Company to increase such percentage
      to
      up to 9.99%, but not in excess of 9.99%.

     

    10. Loss,
      Theft, Destruction or Mutilation.
      Upon
      receipt by the Company of evidence satisfactory to it, in the exercise of its
      reasonable discretion, of the ownership and the loss, theft, destruction or
      mutilation of this Warrant and, in the case of loss, theft or destruction,
      of
      indemnity reasonably satisfactory to the Company and, in the case of mutilation,
      upon surrender and cancellation hereof, the Company will execute and deliver
      in
      lieu hereof, without expense to the Holder, a new Warrant of like tenor dated
      the date hereof.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    11. Warrant
      Holder Not a Stockholder.
      The
      Holder of this Warrant, as such, shall not be entitled by reason of this Warrant
      to any rights whatsoever as a stockholder of the Company.

     

    12. Notices.
      Any
      notice required or contemplated by this Warrant shall be deemed to have been
      duly given if transmitted by registered or certified mail, return receipt
      requested, postage prepaid, or nationally recognized overnight delivery
      service,
      to
      the
      Company at its principal executive offices: 200 Park Avenue South, Suite
      908-909, New York, NY 10003, Attention: Chief Executive Officer, or to the
      Holder at the name and address set forth in the Warrant Register maintained
      by
      the Company.

     

    13. Choice
      of Law.
      THIS
      WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED
      IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
      EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

     

    14. Jurisdiction
      and Venue.
      The
      Company and the Holder, by its acceptance hereof, hereby agree that any dispute
      which may arise between them arising out of or in connection with this Warrant
      shall be adjudicated before a court located in New York City, New York, and
      they
      hereby submit to the exclusive jurisdiction of the federal and state courts
      of
      the State of New York located in New York City with respect to any action or
      legal proceeding commenced by any party, and irrevocably waive any objection
      they now or hereafter may have respecting the venue of any such action or
      proceeding brought in such a court or respecting the fact that such court is
      an
      inconvenient forum, relating to or arising out of this Warrant or any acts
      or
      omissions relating to the sale of the securities hereunder, and consent to
      the
      service of process in any such action or legal proceeding by means of registered
      or certified mail, return receipt requested, postage prepaid, in care of the
      address set forth herein or such other address as either party shall furnish
      in
      writing to the other.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Company has duly caused this Warrant to be signed on its
      behalf, in its corporate name and by its duly authorized officer, as of this
      __ day
      of
      July, 2008.

     

    
      	
              interCLICK,
                INC.

            	 
	 	 
	
              By:

            	   
	 
	 	
              Name:

            	    
	 
	 	
              Title:
                Chief Executive Officer

            	 


    

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    FORM
      OF
      EXERCISE

     

    (to
      be
      executed by the registered holder hereof)

     

    The
      undersigned hereby exercises the right to purchase _________ shares of common
      stock, par value $0.001 per share (“Common Stock”), of interCLICK, Inc.
      evidenced by the within Warrant Certificate for a Warrant Price of $2.50 per
      share (subject to adjustment in accordance with the Warrant) and herewith makes
      payment of the purchase price in full of (i) $__________ in cash or (ii) solely
      in the event that the Company is not in compliance with Section 1b(ii). of
      the Warrant, shares of Common Stock (pursuant to a Cashless Exercise in
      accordance with Section 1b.). Kindly issue certificates for shares of Common
      Stock (and for the unexercised balance of the Warrants evidenced by the within
      Warrant Certificate, if any) in accordance with the instructions given below.
      

     

    
      	
              Dated:____________________
                , 20__ .

            	
              ______________________________

            
	 	
              Name:

            


    

    


    Instructions
      for registration of stock:

    


    _____________________________

      Name
      (Please Print)

    


    Social
      Security or other identifying Number: _______________

    


    Address:____________________________________________

    City,
      State and Zip Code

     

    Instructions
      for registration of certificate representing

    the
      unexercised balance of Warrants (if any):

     

    _____________________________
      

    Name
      (Please Print)

     

    Social
      Security or other identifying Number: _______________

    


    Address:____________________________________________

    City,
      State and Zip Code

     

    
      
        
        

      

      
        10