December
1, 2009

    


    Michael
Mathews

    Chief
Executive Officer

    interClick,
Inc.

    257 Park
Avenue South

    New York,
NY  10010

    


    Re:
Financial Advisory

    


    Dear
Michael:

    


    MDB
Capital Group LLC (“MDB”) is pleased to offer our advisory services regarding
the contemplated Registered Direct Offering (the “Offering”) that interClick,
Inc. (“interClick” or “the Company”) endeavors to complete
shortly.  The MDB team has enjoyed working with interClick management
to increase the awareness of the Company with institutional investors and we are
certain that several of these investors may be interested in participating in
this offering.  In addition, we have placed a substantial amount of
shares with institutional investors over the past few months and feel that all
our interests are best served in assisting making this offering as successful as
possible as your advisor.  We feel that working together with you, we
can make this process much less daunting by offering advice that comes from
experience of being both a principal (large shareholder) and as a placement
agent/underwriter in many public offerings over the years.

    


    As we
discussed, MDB has provided and will continue to provide the following services
in our advisory capacity:

    


    
      	
               
      

            	
              1.

            	
              Advice
      regarding Company the Offering and potential changes to better position
      the Company for wider investor
interest;

            


    

    


    
      	
               
      

            	
              2.

            	
              Advice
      regarding potential capital raising
  alternatives;

            


    

    


    
      	
               
      

            	
              3.

            	
              Advice
      regarding negotiating reasonable terms with the contemplated Placement
      Agents for the Offering;

            


    

    


    
      	
               
      

            	
              4.

            	
              Assistance
      in setting up meetings and conference calls with investors that have a
      history of being longer term
investors;

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              5.

            	
              Advice
      regarding positioning the Company presentation for the audience of
      investors the Company desires to participate in the
    Offering

            


    

    


    
      	
               
      

            	
              6.

            	
              Advice
      regarding pricing of the Offering in order to help reasonably maximize the
      capital being raised and minimizing dilution to existing
      investors;

            


    

    


    
      	
               
      

            	
              7.

            	
              Advice
      regarding allocation of shares to the potential investors in the Offering
      in order to maximizing the stability of the trading of the shares post
      offering;

            


    

    


    
      	
               
      

            	
              8.

            	
              Advice
      regarding timing of the Offering and it’s impact upon
    pricing;

            


    

    


    Furthermore,
as we discussed, for providing the above advisory services, interCLICK, Inc.
agrees to pay MDB a cash fee of 1% of the aggregate purchase price paid by each
purchaser of Securities that are placed in the Offering for the Company, and
this fee is to be paid at the closing of the Offering.

    


    If this
agreement accurately reflects our understanding, please sign in the place
indicated below.

    


    We look
forward to working with you and the rest of the team at interClick to make this
Offering, a successful offering.

    


    Sincerely
yours,

    


    Christopher
A. Marlett

    CEO

    


    Accepted
by:

    


    
      
        
          
            	
                         

                  	 
      	
                       

                  
	
                    Michael
      Matthews

                  	 
      	
                    Dated

                  
	
                    CEO

                  	 
      	 
      
	
                    interClick,
      Inc.

                  	 
      	 
      


          

        

      

    

     

    
      
         


      

      
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