Unassociated Document


    

    


    (Working
Capital Line of Credit)

     

    LOAN
AND SECURITY AGREEMENT

     

    This LOAN AND SECURITY AGREEMENT
(this “Agreement”) dated as of September 10, 2010 (the “Effective Date”) is
among (a) SILICON VALLEY
BANK, a California corporation (“Bank”), with its principal place of
business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan
production office located at 535 Fifth Avenue, 27th Floor,
New York, New York 10017 (FAX 212-688-5994), and (b) INTERCLICK, INC., a Delaware
corporation (“interCLICK”), with its principal place of business at 11 West
19th
Street, 10th Floor,
New York, New York 10011 (FAX 646-558-1225), and DESKTOP ACQUISITION SUB, INC.,
a Delaware corporation (“Desktop”), with its principal place of business at 11
West 19th Street,
10th
Floor, New York, New York 10011 (FAX 646-558-1225) (interCLICK and Desktop are
hereinafter jointly and severally, individually and collectively, referred to as
“Borrower”), and provides the terms on which Bank shall lend to Borrower, and
Borrower shall repay Bank.  The parties agree as follows:

     

    1            ACCOUNTING AND OTHER
TERMS

     

    Accounting
terms not defined in this Agreement shall be construed following GAAP. 
Calculations and determinations must be made following GAAP.  The term
“financial statements” includes the notes and schedules.  The terms
“including” and “includes” always mean “including (or includes) without
limitation,” in this or any Loan Document.  Capitalized terms not otherwise
defined in this Agreement shall have the meanings set forth in Section 13. 
All other terms contained in this Agreement, unless otherwise indicated, shall
have the meanings provided by the Code, to the extent such terms are defined
therein.

     

    2           
LOAN AND TERMS OF
PAYMENT

     

    2.1         Promise
to Pay.  Borrower hereby unconditionally promises to pay Bank the
unpaid principal amount of all Credit Extensions hereunder with all interest,
fees and finance charges due thereon as and when due in accordance with this
Agreement.

     

    2.1.1      Financing
of Accounts.

     

    (a)          Availability.

     

    (i)           Subject
to the terms of this Agreement and provided that Borrower is not Streamline
Facility Eligible, Borrower may request that Bank finance specific Eligible
Accounts.  Bank may, in its good faith business discretion, finance such
Eligible Accounts by extending credit to Borrower in an amount equal to the
result of the Advance Rate multiplied by the face amount of the Eligible
Account.  Bank may, in its sole discretion, change the percentage of the
Advance Rate for a particular Eligible Account on a case by case
basis.

     

    (ii)           Subject
to the terms of this Agreement and provided that Borrower is Streamline Facility
Eligible, Borrower may request that Bank finance Eligible Accounts on an
aggregate basis (the “Aggregate Eligible Accounts”).  Bank may, in its good
faith business discretion, finance Aggregate Eligible Accounts by extending
credit to Borrower in an amount equal to the result of the Advance Rate
multiplied by the face amount of the Aggregate Eligible Accounts.  Bank
may, in its sole discretion, change the percentage of the Advance Rate or
Borrowing Base for the Aggregate Eligible Accounts on a case by case
basis.

     

    (iii)           Any
extension of credit made pursuant to the terms of subsections (i) or (ii) above
shall hereinafter be referred to as an “Advance”, and, collectively, the
“Advances”.  When Bank makes an Advance, the Eligible Account or the
Aggregate Eligible Accounts each become a separate “Financed
Receivable”.

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    (b)          Maximum Advances;
Sublimit.

     

    (i)           The
aggregate face amount of all Financed Receivables outstanding at any time may
not exceed the Facility Amount.  In addition and notwithstanding the
foregoing, (A) the aggregate amount of Advances outstanding at any time may not
exceed Fifteen Million Dollars ($15,000,000.00), and (B) while Borrower is
Streamline Facility Eligible, the aggregate amount of (1) Advances
outstanding hereunder, plus (2) the Dollar Equivalent amount of outstanding
Letters of Credit (including drawn but unreimbursed Letters of Credit and any
Letter of Credit Reserve) issued pursuant to Section 2.1.2, plus (3) the FX
Reduction Amount, plus (4) the sum of amounts utilized for Cash Management
Services pursuant to Section 2.1.4, may not exceed at any time the Availability
Amount.

     

    (ii)           The
sum of (A) the aggregate amount of the Dollar Equivalent amount of outstanding
Letters of Credit (including drawn but unreimbursed Letters of Credit and any
Letter of Credit Reserve) issued pursuant to Section 2.1.2, plus (B) the FX
Reduction Amount, plus (C) the sum of amounts utilized for Cash Management
Services pursuant to Section 2.1.4, may not exceed One Million Five Hundred
Thousand Dollars ($1,500,000.00) at any time.

     

    (iii)           If,
at any time, amounts outstanding exceed the amounts set forth in this Section
2.1.1(b), Borrower shall immediately pay to Bank in cash such excess amount, and
Borrower hereby irrevocably authorizes Bank to debit any of its accounts
maintained with Bank or any of Bank’s Affiliates in connection
therewith.

     

    (c)          Borrowing
Procedure.  Borrower will deliver an Advance Request and Invoice
Transmittal in the form attached hereto as Exhibit
C signed by a Responsible Officer for each Credit Extension it requests,
accompanied by (i) an accounts receivable aging and a Borrowing Base Certificate
in the form attached hereto as Exhibit
D, with respect to requests for Credit Extensions while Borrower is
Streamline Facility Eligible, or (ii) invoices, with respect to requests for
Credit Extensions while Borrower is not Streamline Facility Eligible.  Bank
may rely on information set forth in or provided with the Advance Request and
Invoice Transmittal.  In addition, upon Bank’s request, Borrower shall
deliver to Bank any contracts, purchase orders, or other underlying supporting
documentation with respect to any Eligible Account or Aggregate Eligible
Accounts.

     

    (d)          Credit Quality;
Confirmations.  Bank may, at its option, conduct a credit check of
the Account Debtor for each Account requested by Borrower for financing
hereunder in order to approve any such Account Debtor’s credit before agreeing
to finance such Account.  Bank may also verify directly with the respective
Account Debtors the validity, amount and other matters relating to the Accounts
(including confirmations of Borrower’s representations in Section 5.3) by means
of mail, telephone or otherwise, either in the name of Borrower or Bank from
time to time in its sole discretion; provided, however, prior to the occurrence
and continuance of an Event of Default, Bank will notify Borrower prior to
making any direct contact with Borrower ’s Account Debtors.

     

    (e)          Accounts
Notification/Collection.  Bank may notify any Person owing Borrower
money of Bank’s security interest in the funds and verify and/or collect the
amount of the Account, provided, however, prior to the occurrence and
continuance of an Event of Default, Bank will notify Borrower prior to making
any direct contact with Borrower’s Account Debtors.

     

    (f)          Early
Termination.  This Agreement may be terminated prior to the Maturity
Date as follows: (i) by Borrower, effective three Business Days after written
notice of termination is given to Bank; or (ii) by Bank at any time after the
occurrence of an Event of Default, without notice, effective immediately. 
If this Agreement is terminated (A) by Bank in accordance with clause (ii) in
the foregoing sentence, or (B) by Borrower for any reason, Borrower shall pay to
Bank a termination fee in an amount equal to (1) on or prior to the Anniversary
Date, Three Hundred Thousand Dollars ($300,000.00), and (2) after the
Anniversary Date, One Hundred Fifty Thousand Dollars ($150,000.00) (the “Early
Termination Fee”).  The Early Termination Fee shall be due and payable on
the effective date of such termination and thereafter shall bear interest at a
rate equal to the highest rate applicable to any of the Obligations. 
Notwithstanding the foregoing, Bank agrees to waive the Early Termination Fee if
Bank agrees to refinance and redocument this Agreement under another division of
Bank (in its sole and exclusive discretion) prior to the Maturity
Date.

     

    
      
         


      

      
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    (g)          Maturity.  This
Agreement shall terminate and all Obligations outstanding hereunder shall be
immediately due and payable on the Maturity Date.

     

    (h)          Suspension of Credit
Extensions.  Borrower’s ability to request that Bank make Credit
Extensions hereunder will terminate if, in Bank’s sole discretion, there has
been a material adverse change in the general affairs, results of operation,
condition (financial or otherwise) or the prospect of repayment of the
Obligations, or there has been any material adverse deviation by Borrower from
the most recent business plan of Borrower presented to and accepted by Bank
prior to the execution of this Agreement.

     

    (i)           End of Streamline Facility
Eligible Status.  On any day that Borrower ceases to be Streamline
Facility Eligible, (i) all outstanding Advances made based on Aggregate Eligible
Accounts shall be immediately due and payable, together with all Finance Charges
accrued thereon, and (ii) all amounts outstanding and/or utilized pursuant to
Sections 2.1.2, 2.1.3 and 2.1.4 shall immediately be cash secured pursuant to
the terms of Sections 2.1.2, 2.1.3 and/or 2.1.4, as applicable.  Provided
no Event of Default then exists hereunder and subject to the terms of this
Agreement, Bank may, in its good faith business discretion, refinance the
outstanding principal amount of the Advances with new Advances made based on
specific Eligible Accounts (in accordance with this Agreement, including,
without limitation, Section 2.1.1 hereof).  In connection with same,
Borrower shall deliver to Bank an Advance Request and Invoice Transmittal in the
form attached hereto as Exhibit
C
containing detailed invoice reporting, signed by a Responsible Officer together
with a current accounts receivable aging and a copy of each invoice, all in
accordance with Section 6.2(h) hereof and Bank, in its good faith business
discretion, may finance same (in accordance with this Agreement, including,
without limitation, Section 2.1.1 hereof) and each Eligible Account financed
shall thereafter be deemed to be a Financed Receivable for purposes of this
Agreement.  If, following such determination, the outstanding principal
amount of the Obligations in connection with Advances made pursuant to Section
2.1.1 exceeds the amount of Advances Bank has made based on specific Eligible
Accounts, Borrower shall immediately pay to Bank the excess and, in connection
with same, hereby irrevocably authorizes Bank to debit any account of Borrower
maintained by Borrower with Bank or any of Bank’s Affiliates for the amount of
such excess.

     

    (j)           Commencement of Streamline
Facility Eligible Status.  On any day that Borrower becomes
Streamline Facility Eligible, all outstanding Advances made based on Eligible
Accounts shall be immediately due and payable, together with all Finance Charges
and Collateral Handling Fees accrued thereon.  Provided no Event of Default
then exists hereunder and subject to the terms of this Agreement, Bank may, in
its good faith business discretion, refinance such Advances with new Advances
made based on Aggregate Eligible Accounts (in accordance with this Agreement,
including, without limitation, Section 2.1.1 hereof).  In connection with
such request, Borrower shall deliver to Bank (i) an Advance Request and Invoice
Transmittal in the form attached hereto as Exhibit
C
containing a current accounts receivable aging, and (ii) a Borrowing Base
Certificate in the form attached hereto as Exhibit
D, and Bank may, in its good faith business discretion, refinance the
outstanding principal amount of such Advances with new Advances made based
on Aggregate Eligible Accounts (in accordance with this Agreement, including,
without limitation, Section 2.1.1 hereof) and the Aggregate Eligible Accounts
financed shall thereafter be deemed to be a Financed Receivable for purposes of
this Agreement.  If, following such determination, the outstanding
principal amount of the Obligations in connection with Advances made pursuant to
Section 2.1.1 exceeds the amount of Advances Bank has made based on Aggregate
Eligible Accounts, Borrower shall immediately pay to Bank the excess and, in
connection with same, hereby irrevocably authorizes Bank to debit any account of
Borrower maintained by Borrower with Bank or any of Bank’s Affiliates for the
amount of such excess.

     

    
      
         


      

      
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    2.1.2 
    Letters
of Credit.

     

    (a)           For
so long as Borrower is Streamline Facility Eligible, upon Borrower’s request,
Bank may, in its good faith business discretion, issue or have issued Letters of
Credit denominated in Dollars or a Foreign Currency for Borrower’s
account.  The aggregate Dollar Equivalent amount of outstanding Letters of
Credit (including drawn but unreimbursed Letters of Credit and any Letters of
Credit Reserve) may not exceed the amounts set forth in Section 2.1.1(b)
above.  Any such aggregate amounts utilized hereunder shall reduce the
amount otherwise available for Credit Extensions hereunder.  If, on the
Maturity Date, and immediately when Borrower is no longer Streamline Facility
Eligible, there are any outstanding Letters of Credit, then on such date
Borrower shall provide to Bank cash collateral in an amount equal to (i) with
respect to Letters of Credit denominated in Dollars, one hundred and five
percent (105.0%), and (ii) with respect to Letters of Credit denominated in a
currency other than Dollars, one hundred ten percent (110.0%), of the Dollar
Equivalent amount of all such Letters of Credit plus all interest, fees, and
costs due or to become due in connection therewith (as estimated by Bank in its
good faith business judgment), to secure all of the Obligations relating to such
Letters of Credit.  All Letters of Credit shall be in form and substance
acceptable to Bank in its sole discretion and shall be subject to the terms and
conditions of Bank’s standard Application and Letter of Credit Agreement (the
“Letter of Credit Application”).  Borrower agrees to execute any further
documentation in connection with the Letters of Credit as Bank may reasonably
request.  Borrower further agrees to be bound by the regulations and
interpretations of the issuer of any Letters of Credit guaranteed by Bank and
opened for Borrower’s account or by Bank’s interpretations of any Letters of
Credit issued by Bank for Borrower’s account, and Borrower understands and
agrees that Bank shall not be liable for any error, negligence, or mistake,
whether of omission or commission, in following Borrower’s instructions or those
contained in the Letters of Credit or any modifications, amendments, or
supplements thereto, except for errors or mistakes directly resulting from
Bank’s gross negligence or willful misconduct.

     

    (b)           The
obligation of Borrower to immediately reimburse Bank for drawings made under
Letters of Credit shall be absolute, unconditional, and irrevocable, and shall
be performed strictly in accordance with the terms of this Agreement, such
Letters of Credit, and the Letter of Credit Application.

     

    (c)           Borrower
may request that Bank issue a Letter of Credit payable in a Foreign
Currency.  If a demand for payment is made under any such Letters of
Credit, Bank shall treat such demand as an Advance to Borrower of the equivalent
of the amount thereof (plus fees and charges in connection therewith such as
wire, cable, SWIFT or similar charges) in Dollars at the then-prevailing rate of
exchange in San Francisco, California, for sales of the Foreign Currency for
transfer to the country issuing such Foreign Currency.

     

    (d)           To
guard against fluctuations in currency exchange rates, upon the issuance of any
Letters of Credit payable in a Foreign Currency, Bank shall create a reserve
(the “Letter of Credit Reserve”) in an amount equal to ten percent (10.0%) of
the Dollar Equivalent amount of such Letters of Credit.  The amount of the
Letter of Credit Reserve may be adjusted by Bank from time to time to account
for fluctuations in the exchange rate.  While Borrower is Streamline
Facility Eligible, the availability of funds under Section 2.1.1 shall be
reduced by the amount of such Letter of Credit Reserve for as long as such
Letters of Credit remain outstanding.

     

    (e)           Borrower
shall pay Bank’s customary fees and expenses for the issuance or renewal of
Letters of Credit, including, without limitation, a letter of credit fee of two
percent (2.0%) per annum of the Dollar Equivalent of the face amount of each
Letter of Credit issued, upon the issuance of such Letter of Credit, on each
anniversary of the issuance during the term of such Letter of Credit, and upon
the renewal of such Letter of Credit by Bank.

     

    2.1.3   
  Foreign
Exchange Sublimit.  For so long as Borrower is Streamline Facility
Eligible, upon Borrower’s request, Borrower may use a portion of its
availability hereunder (which amount is set forth in Section 2.1.1(b)) to enter
into foreign exchange contracts with Bank under which Borrower commits to
purchase from or sell to Bank a specific amount of Foreign Currency (each, a
“FX Forward Contract”)
on a specified date (the “Settlement Date”).  FX
Forward Contracts shall have a Settlement Date of at least one (1) FX Business
Day after the contract date and shall be subject to a reserve of ten percent
(10.0%) of each outstanding FX Forward Contract.  The amount otherwise
available for Credit Extensions hereunder shall be reduced by an amount equal to
ten percent (10.0%) of each outstanding FX Forward Contract (the “FX Reduction Amount”). 
Any amounts needed to fully reimburse Bank for any amounts not paid by Borrower
in connection with FX Forward Contracts will be treated as Advances made based
on Aggregate Eligible Accounts and will accrue interest at the interest rate
applicable to Advances made based upon Aggregate Eligible Accounts.  If, on
the Maturity Date, and immediately when Borrower is no longer Streamline
Facility Eligible, there are any outstanding FX Forward Contracts, then on such
date Borrower shall provide to Bank cash collateral in an amount consistent with
Bank’s current foreign exchange contracts policies to secure all of the
Obligations relating to such FX Forward Contracts.

     

    
      
         


      

      
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    2.1.4  
   Cash
Management Services Sublimit.  For so long as Borrower is Streamline
Facility Eligible, upon Borrower’s request, Bank may, in its good faith business
discretion, permit Borrower to use a portion of its availability hereunder
(which amount is set forth in Section 2.1.1(b)) for Bank’s cash management
services, which may include merchant services, direct deposit of payroll,
business credit card, and check cashing services identified in Bank’s various
cash management services agreements (collectively, the “Cash Management
Services”).  Any amounts Bank pays on behalf of Borrower for any Cash
Management Services shall reduce the amount otherwise available for Credit
Extensions hereunder.  If, on the Maturity Date, and immediately when
Borrower is no longer Streamline Facility Eligible, there are any outstanding
Cash Management Services, then on such date Borrower shall provide to Bank cash
collateral in an amount consistent with Bank’s current cash management services
policies to secure all of the Obligations relating to such Cash Management
Services.

     

    2.2  
       Collections,
Finance Charges, Remittances and Fees.  The Obligations shall be
subject to the following fees and Finance Charges.  Unpaid fees and Finance
Charges may, in Bank’s discretion, accrue interest and fees as described in
Section 9.2 hereof.

     

    2.2.1 
    Collections. 
Collections will be credited to the Financed Receivable Balance for such
Financed Receivable, but if there is an Event of Default, Bank may apply
Collections to the Obligations in any order it chooses.  If Bank receives a
payment for both a Financed Receivable and a non-Financed Receivable, the funds
will first be applied to the Financed Receivable and, if there is no Event of
Default then existing, the excess will be remitted to Borrower, subject to
Section 2.2.7.

     

    2.2.2
     Facility
Fee.  A fully earned, non-refundable facility fee of One Hundred
Twelve Thousand Five Hundred Dollars ($112,500.00) is earned as of the Effective
Date, and is due and payable as follows: (a) Seventy Five Thousand Dollars
($75,000.00) is due and payable on the Effective Date, and (b) Thirty Seven
Thousand Five Hundred Dollars ($37,500.00) is due and payable upon the earlier
to occur of (i) the Anniversary Date, (ii) the occurrence of an Event of
Default, or (iii) the early termination of this Agreement (the “Facility Fee”).

     

    2.2.3 
    Finance
Charges.  In computing Finance Charges on the Obligations under this
Agreement, all Collections received by Bank shall be deemed applied by Bank on
account of the Obligations (a) with respect to Financed Receivables based upon
Eligible Accounts, three (3) Business Days after receipt of such
Collections, and (b) with respect to Financed Receivables based upon Aggregate
Eligible Accounts, on the day of receipt of such Collections.  Borrower
will pay a finance charge (the “Finance Charge”) on the Financed Receivable
Balance or Account Balance (as applicable) which is equal to the Applicable Rate
divided by 360
multiplied by
the number of days each such Financed Receivable is outstanding multiplied by (a)
with respect to Financed Receivables based on Eligible Accounts, the outstanding
Financed Receivable Balance, and (b) with respect to Financed Receivables based
on Aggregate Eligible Accounts, the outstanding Account Balance.  Except as
otherwise provided in Section 2.1.1(i), Section 2.1.1(j) and/or Section
2.3.1(b)(i), the Finance Charge is payable when the Advance made based on such
Financed Receivable is payable in accordance with Section 2.3 hereof. 
After an Event of Default, the Applicable Rate will increase an additional five
percent (5.0%) per annum effective immediately upon the occurrence of such Event
of Default. 

     

    2.2.4  
   Collateral
Handling Fee.  With respect to Financed Receivables based upon
Eligible Accounts, Borrower will pay to Bank a collateral handling fee equal to
0.15% per month of the Financed Receivable Balance for each such Financed
Receivable outstanding based upon a 360 day year (the “Collateral Handling
Fee”).  This fee is charged on a daily basis which is equal to the
Collateral Handling Fee divided by 30, multiplied by the number of days each
such Financed Receivable is outstanding, multiplied by the outstanding Financed
Receivable Balance.  Except as otherwise provided in Section 2.1.1(j), the
Collateral Handling Fee is payable when the Advance made based on such Financed
Receivable is payable in accordance with Section 2.3 hereof.  In computing
Collateral Handling Fees under this Agreement, all Collections received by Bank
shall be deemed applied by Bank on account of Obligations three (3) Business
Days after receipt of the Collections.  After an Event of Default, the
Collateral Handling Fee will increase an additional 0.50% effective immediately
upon such Event of Default.

    


    2.2.5  
   Accounting. 
After each Reconciliation Period, Bank will provide an accounting of the
transactions for that Reconciliation Period, including the amount of all
Financed Receivables, all Collections, Adjustments, Finance Charges, Collateral
Handling Fee, and the Facility Fee.  If Borrower does not object to the
accounting in writing within sixty (60) days it shall be considered
accurate.  All Finance Charges and other interest and fees are calculated
on the basis of a 360 day year and actual days elapsed.

     

    
      
         


      

      
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    2.2.6  
   Deductions. 
Bank may deduct fees, Finance Charges, Advances which become due pursuant to
Section 2.3, and other amounts due pursuant to this Agreement from any Credit
Extensions made or Collections received by Bank.

     

    2.2.7 
    Lockbox;
Account Collection Services.

     

    (a)          As
and when directed by Bank from time to time, at Bank’s option and at the sole
and exclusive discretion of Bank (regardless of whether an Event of Default has
occurred), Borrower shall direct each Account Debtor (and each depository
institution where proceeds of Accounts are on deposit) to remit payments with
respect to the Accounts to a lockbox account established with Bank or to wire
transfer payments to a cash collateral account that Bank controls (collectively,
the “Lockbox”).  It
will be considered an immediate Event of Default if the Lockbox is not set-up
and operational on the Effective Date.

     

    (b)     
    For any time at which such Lockbox is not established,
the proceeds of the Accounts shall be paid by the Account Debtors to an address
consented to by Bank.  Upon receipt by Borrower of such proceeds, Borrower
shall immediately transfer and deliver same to Bank, along with a detailed cash
receipts journal.

     

    (c)      
    Provided no Event of Default exists or an event that
with notice or lapse of time will be an Event of Default, within three (3) days
of receipt of any amounts by Bank (whether in the Lockbox, directly from
Borrower, or otherwise), Bank will turn over to Borrower the proceeds of the
Accounts other than Collections with respect to Financed Receivables based upon
Eligible Accounts and the amount of Collections in excess of the amounts for
which Bank has made an Advance to Borrower based upon Eligible Accounts, less
any amounts due to Bank, such as the Finance Charge, the Facility Fee, payments
due to Bank, other fees and expenses, or otherwise; provided, however, Bank may
hold such excess amount and the proceeds of  any Accounts (whether
Financed Receivables or non-Financed Receivables) as a reserve until the end of
the applicable Reconciliation Period if Bank, in its discretion, determines that
other Financed Receivable(s) may no longer qualify as an Eligible Account or
Aggregate Eligible Accounts at any time prior to the end of the subject
Reconciliation Period.

     

    (d)     
    This Section 2.2.7 does not impose any affirmative duty
on Bank to perform any act other than as specifically set forth herein. 
All Accounts and the proceeds thereof are Collateral and if an Event of Default
occurs, Bank may apply the proceeds of such Accounts to the
Obligations.

     

    2.2.8  
   Bank
Expenses.  Borrower shall pay all Bank Expenses (including
reasonable attorneys’ fees and expenses for documentation and negotiation of
this Agreement) incurred through and after the Effective Date, when
due.

     

    2.2.9  
   Good
Faith Deposit.  Borrower has paid to Bank a deposit of Fifty
Thousand Dollars ($50,000.00) (the “Good Faith Deposit”) to
initiate Bank’s due diligence review process.  Any portion of the Good
Faith Deposit not utilized to pay Bank Expenses will be applied to the Facility
Fee.

     

    2.3      
   Repayment
of Obligations; Adjustments.

     

    2.3.1  
   Repayment.

     

    
      (a)          
Borrower
will repay each Advance made based upon a specific Eligible Account on the
earliest of: (i) the date on which payment is received of the Financed
Receivable with respect to which the Advance was made, (ii) the date on which
the Financed Receivable is no longer an Eligible Account, (iii) the date on
which any Adjustment is asserted to the Financed Receivable (but only to the
extent of the Adjustment if the Financed Receivable remains otherwise an
Eligible Account), (iv) the date on which there is a breach of any warranty or
representation set forth in Section 5.3, or a breach of any covenant in this
Agreement, (v) as required pursuant to Section 2.1.1(j), or (vi) the Maturity
Date (including any early termination).  Each payment will also include all
accrued Finance Charges and Collateral Handling Fees with respect to such
Advance and all other amounts then due and payable hereunder.

    

     

    (b)           With
respect to each Advance made based upon Aggregate Eligible
Accounts:

     

    
      
         


      

      
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    (i)           Borrower
shall pay to Bank, on the first day of each Reconciliation Period, all accrued
Finance Charges on the Advances made based upon the Aggregate Eligible Accounts;
and

     

    (ii)           Borrower
will pay the principal amount of the Advances made based upon Aggregate Eligible
Accounts on the earliest of: (A) the date on which the aggregate amount of
outstanding Advances, plus the Dollar Equivalent amount of outstanding Letters
of Credit (including drawn but unreimbursed Letters of Credit and any Letter of
Credit Reserve) issued pursuant to Section 2.1.2, plus the FX Reduction Amount,
plus the sum of amounts utilized for Cash Management Services pursuant to
Section 2.1.4, exceeds the Availability Amount (but only up to the amount
exceeding the Availability Amount), (B) the Maturity Date (including any early
termination), or (C) as required pursuant to Section 2.1.1(i).  Each
payment will also include all accrued Finance Charges with respect to such
Advance and all other amounts then due and payable hereunder.

     

    2.3.2   
  Repayment
on Event of Default.  When there is an Event of Default, Borrower
will, if Bank demands (or, upon the occurrence of an Event of Default under
Section 8.5, immediately without notice or demand from Bank) repay all of the
Credit Extensions.  The demand may, at Bank’s option, include any or all
Credit Extensions, and all accrued Finance Charges, the Early Termination
Fee, Collateral Handling Fee, the unpaid portion of the Facility Fee, attorneys’
and professional fees, court costs and expenses, and any other
Obligations.

     

    2.3.3
     Debit of
Accounts.  Bank may debit any of Borrower’s deposit accounts for
payments or any amounts Borrower owes Bank hereunder.  Bank shall promptly
notify Borrower when it debits Borrower’s accounts.  These debits shall not
constitute a set-off.

     

    2.3.4
     Adjustments. 
If, at any time during the term of this Agreement, any Account Debtor asserts an
Adjustment, Borrower issues a credit memorandum, or any of the representations
and warranties in Section 5.3 or covenants in this Agreement are no longer true
in all material respects, Borrower will promptly advise Bank.

     

    2.4  
      Power of
Attorney.  Borrower irrevocably appoints Bank and its successors and
assigns as attorney-in-fact and authorizes Bank, to: (a) following the
occurrence of an Event of Default, (i) sell, assign, transfer, pledge,
compromise, or discharge all or any part of the Financed Receivables; (ii)
demand, collect, sue, and give releases to any Account Debtor for monies due and
compromise, prosecute, or defend any action, claim, case or proceeding about the
Financed Receivables, including filing a claim or voting a claim in any
bankruptcy case in Bank’s or Borrower’s name, as Bank chooses; and (iii)
prepare, file and sign Borrower’s name on any notice, claim, assignment, demand,
draft, or notice of or satisfaction of lien or mechanics’ lien or similar
document; and (b) regardless of whether there has been an Event of Default,
(i) notify all Account Debtors to pay Bank directly, provided, however, prior to
the occurrence  and continuance of an Event of Default, Bank will
notify Borrower prior to making any direct contact with an Account Debtor of
Borrower; (ii) receive, open, and dispose of mail addressed to Borrower,
provided, however, that as long as an Event of Default does not then exist, such
actions with respect to clause (ii) may only be taken in connection with the
Lockbox; (iii) endorse Borrower’s name on checks or other instruments (to the
extent necessary to pay amounts owed pursuant to this Agreement); and (iv)
execute on Borrower’s behalf any instruments, documents, financing statements to
perfect Bank’s interests in the Financed Receivables and Collateral and do all
acts and things necessary or expedient, as determined solely and exclusively by
Bank, to protect or  preserve Bank’s rights and remedies under this
Agreement, as directed by Bank.

     

    3       
    CONDITIONS OF
LOANS

     

    3.1        Conditions
Precedent to Initial Credit Extension.  Bank’s agreement to make the
initial Credit Extension is subject to the condition precedent that Bank shall
have received, in form and substance satisfactory to Bank, such documents, and
completion of such other matters, as Bank may reasonably deem necessary or
appropriate, including, without limitation:

     

    (a)         a
certificate of the Secretary of interCLICK with respect to certificate of
incorporation, bylaws, incumbency and resolutions authorizing the execution and
delivery of this Agreement and the Loan Documents;

     

    
      
         


      

      
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    (b)         a
certificate of the Secretary of Desktop with respect to certificate of
incorporation, bylaws, incumbency and resolutions authorizing the execution and
delivery of this Agreement and the Loan Documents;

     

    (c)         a
Perfection Certificate by each Borrower;

     

    (d)         a
legal opinion of Borrower’s counsel (authority/enforceability), in form and
substance reasonably acceptable to Bank;

     

    (e)         evidence
satisfactory to Bank that the insurance policies required by Section 6.4 hereof
are in full force and effect, together with appropriate evidence showing lender
loss payable and/or additional insured clauses or endorsements in favor of
Bank;

     

    (f)          duly
executed original signature to a payoff letter from Crestmark;

     

    (g)         evidence
that (i) the Liens securing Indebtedness owed by Borrower to Crestmark will be
terminated and (ii) the documents and/or filings evidencing the perfection of
such Liens, including without limitation any financing statements and/or control
agreements, have or will, concurrently with the initial Credit Extension, be
terminated;

     

    (h)         payment
of the fees and Bank Expenses then due and payable;

     

    (i)          Certificates
of Foreign Qualification (New York, and others, if applicable);

     

    (j)          long
form Certificates of Good Standing/Legal Existence (Delaware); and

     

    (k)         such
other documents, and completion of such other matters, as Bank may reasonably
deem necessary or appropriate.

     

    3.2        Conditions
Precedent to all Credit Extensions.  Bank’s agreement to make each
Credit Extension, including the initial Credit Extension, is subject to the
following:

     

    (a)         receipt
of the Advance Request and Invoice Transmittal;

     

    (b)         Bank
shall have (at its option) conducted the confirmations and verifications as
described in Section 2.1.1(d); and

     

    (c)         each
of the representations and warranties in Section 5 shall be true on the date of
the Advance Request and Invoice Transmittal and on the effective date of each
Credit Extension and no Event of Default shall have occurred and be continuing,
or result from the Credit Extension.  Each Credit Extension is Borrower’s
representation and warranty on that date that the representations and warranties
in Section 5 remain true.

     

    4         
  CREATION
OF SECURITY INTEREST

     

    4.1        Grant of
Security Interest.  Borrower hereby grants Bank, to secure the
payment and performance in full of all of the Obligations and the performance of
each of Borrower’s duties under the Loan Documents, a continuing security
interest in, and pledges to Bank, the Collateral, wherever located, whether now
owned or hereafter acquired or arising, and all proceeds and products
thereof.  Borrower represents, warrants, and covenants that the security
interest granted herein shall be a first priority security interest in the
Collateral (subject only to Permitted Liens that are permitted to have superior
priority over Bank’s Liens).  If Borrower shall at any time, acquire a
commercial tort claim, Borrower shall promptly notify Bank in a writing signed
by Borrower of the general details thereof and grant to Bank in such writing a
security interest therein and in the proceeds thereof, all upon the terms of
this Agreement, with such writing to be in form and substance satisfactory to
Bank.

     

    If this
Agreement is terminated, Bank’s Lien in the Collateral shall continue until the
Obligations (other than inchoate indemnity obligations) are repaid in full in
cash.  Upon payment in full in cash of the Obligations and at such time
this Agreement has been terminated, Bank shall, at Borrower’s sole cost and
expense, release its Liens in the Collateral and all rights therein shall revert
to Borrower.

     

    
      
         


      

      
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    4.2        Authorization
to File Financing Statements.  Borrower hereby authorizes Bank to
file financing statements, without notice to Borrower, with all appropriate
jurisdictions to perfect or protect Bank’s interest or rights hereunder,
including a notice that any disposition of the Collateral, by either Borrower or
any other Person, shall be deemed to violate the rights of Bank under the
Code.  Any such financing statements may indicate the Collateral as “all
assets of the Debtor” or words of similar effect, or as being of an equal or
lesser scope, or with greater detail, all in Bank’s discretion.  Upon
Borrower’s reasonable request, Bank will provide Borrower with copies of any
financing statements filed by pursuant to this Section 4.2.

     

    5       
    REPRESENTATIONS AND
WARRANTIES

     

    Borrower
represents and warrants as follows:

     

    5.1        Due
Organization and Authorization.  Borrower and each of its
Subsidiaries are duly existing and in good standing as Registered Organizations
in their respective jurisdictions of formation and are qualified and licensed to
do business and are in good standing in any jurisdiction in which the conduct of
their respective business or ownership of property requires that they be
qualified except where the failure to do so could not reasonably be expected to
have a material adverse effect on Borrower’s business.  In connection with
this Agreement, Borrower has delivered to Bank completed certificates signed by
Borrower (the “Perfection Certificate”).  Borrower represents and warrants
to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection
Certificate and on the signature page hereof; (b) Borrower is an
organization of the type and is organized in the jurisdiction set forth in the
Perfection Certificate; (c) the Perfection Certificate accurately sets forth
Borrower’s organizational identification number or accurately states that
Borrower has none; (d) the Perfection Certificate accurately sets forth
Borrower’s place of business, or, if more than one, its chief executive office
as well as Borrower’s mailing address (if different than its chief executive
office); (e) Borrower (and each of its predecessors) has not, in the past
five (5) years, changed its jurisdiction of formation, organizational structure
or type, or any organizational number assigned by its jurisdiction; and (f) all
other information set forth on the Perfection Certificate pertaining to Borrower
and each of its Subsidiaries is accurate and complete (it being understood and
agreed that Borrower may from time to time update certain information in the
Perfection Certificate after the Effective Date to the extent permitted by one
or more specific provisions in this Agreement).  If Borrower is not now a
Registered Organization but later becomes one, Borrower shall promptly notify
Bank of such occurrence and provide Bank with Borrower’s organizational
identification number.

     

    The
execution, delivery and performance by Borrower of the Loan Documents to which
it is a party have been duly authorized, and do not (i) conflict with any of
Borrower’s organizational documents, (ii) contravene, conflict with,
constitute a default under or violate any material Requirement of Law,
(iii) contravene, conflict or violate any applicable order, writ, judgment,
injunction, decree, determination or award of any Governmental Authority by
which Borrower or any of its Subsidiaries or any of their property or assets may
be bound or affected, (iv) require any action by, filing, registration, or
qualification with, or Governmental Approval from, any Governmental Authority
(except such Governmental Approvals which have already been obtained and are in
full force and effect), or (v) constitute an event of default under any
material agreement by which Borrower is bound.  Borrower is not in default
under any agreement to which it is a party or by which it is bound in which the
default could have a material adverse effect on Borrower’s
business.

     

    5.2        Collateral. 
Borrower has good title to, has rights in, and the power to transfer each item
of the Collateral upon which it purports to grant a Lien hereunder, free and
clear of any and all Liens except Permitted Liens.  Borrower has no deposit
accounts other than the deposit accounts with Bank, the deposit accounts, if
any, described in the Perfection Certificate delivered to Bank in connection
herewith, or of which Borrower has given Bank notice and taken such actions as
are necessary to give Bank a perfected security interest therein. The Accounts
are bona fide, existing obligations of the Account Debtors.  All Inventory
is in all material respects of good and marketable quality, free from material
defects.

     

    The
Collateral is not in the possession of any third party bailee (such as a
warehouse) except as otherwise provided in the Perfection Certificate. 
None of the components of the Collateral shall be maintained at locations other
than as provided in the Perfection Certificate or as permitted pursuant to
Section 7.2.  In the event that Borrower, after the date hereof, intends to
store or otherwise deliver any portion of the Collateral to a bailee, then
Borrower will first receive the written consent of Bank and such bailee must
execute and deliver a bailee agreement in form and substance satisfactory to
Bank in its sole discretion.

     

    
      
         


      

      
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    Except as
noted on the Perfection Certificate, Borrower is not a party to, nor is bound
by, any material license or other agreement with respect to which Borrower is
the licensee (a) that prohibits or otherwise restricts Borrower from
granting a security interest in Borrower’s interest in such license or agreement
or any other property, or (b) for which a default under or termination of
could interfere with Bank’s right to sell any Collateral.  Without prior
consent from Bank, Borrower shall not enter into, or become bound by, any such
license or agreement which is reasonably likely to have a material impact on
Borrower’s business or financial condition.  Borrower shall take such steps
as Bank requests to obtain the consent of, or waiver by, any person whose
consent or waiver is necessary for all such licenses or contract rights to be
deemed “Collateral” and for Bank to have a security interest in it that might
otherwise be restricted or prohibited by law or by the terms of any such license
or agreement, whether now existing or entered into in the future.

     

    5.3        Financed
Receivables.  Borrower represents and warrants for each Financed
Receivable:

     

    (a)          Such
Financed Receivable is an Eligible Account;

     

    (b)         Borrower
is the owner of and has the legal right to sell, transfer, assign and encumber
such Financed Receivable;

     

    (c)          The
correct amount is on the Advance Request and Invoice Transmittal and is not
disputed;

     

    (d)         Payment
is not contingent on any obligation or contract and Borrower has fulfilled all
its obligations as of the Advance Request and Invoice Transmittal
date;

     

    (e)          Such
Financed Receivable is based on an actual sale and delivery of goods and/or
services rendered, is due to Borrower, is not in default, has not been
previously sold, assigned, transferred, or pledged and is free of any liens,
security interests and encumbrances other than Permitted Liens;

     

    (f)          There
are no defenses, offsets, counterclaims or agreements for which the Account
Debtor may claim any deduction or discount;

     

    (g)         Borrower
reasonably believes no Account Debtor is insolvent or subject to any Insolvency
Proceedings;

     

    (h)         Borrower
has not filed or had filed against it Insolvency Proceedings and does not
anticipate any filing;

     

    (i)           Bank
has the right to endorse and/or require Borrower to endorse all payments
received on Financed Receivables and all proceeds of Collateral;
and

     

    (j)           No
representation, warranty or other statement of Borrower in any certificate or
written statement given to Bank contains any untrue statement of a material fact
or omits to state a material fact necessary to make the statement contained in
the certificates or statement not misleading.

     

    5.4        Litigation. 
There are no actions or proceedings pending or, to the knowledge of Borrower’s
Responsible Officers, threatened in writing by or against Borrower or any
Subsidiary in which an adverse decision could reasonably be expected to cause a
Material Adverse Change.

     

    5.5         No
Material Deterioration in Financial Statements.  All consolidated
financial statements for Borrower and any Subsidiaries delivered to Bank fairly
present in all material respects Borrower’s consolidated financial condition and
Borrower’s consolidated results of operations.  There has not been any
material deterioration in Borrower’s consolidated financial condition since the
date of the most recent financial statements submitted to Bank.

     

    
      
         


      

      
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    5.6        Solvency. 
The fair salable value of Borrower’s assets (including goodwill minus
disposition costs) exceeds the fair value of its liabilities; Borrower is not
left with unreasonably small capital after the transactions in this Agreement;
and Borrower is able to pay its debts (including trade debts) as they
mature.

     

    5.7        Regulatory
Compliance.  Borrower is not an “investment company” or a company
“controlled” by an “investment company” under the Investment Company Act of
1940, as amended.  Borrower is not engaged as one of its important
activities in extending credit for margin stock (under Regulations X, T and U of
the Federal Reserve Board of Governors).  Neither Borrower nor any of its
Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or
a “subsidiary company” of a “holding company” as each term is defined and used
in the Public Utility Holding Company Act of 2005.  Borrower has complied
in all material respects with the Federal Fair Labor Standards Act. 
Borrower has not violated any laws, ordinances or rules, the violation of which
could reasonably be expected to cause a Material Adverse Change.  None of
Borrower’s or any Subsidiary’s properties or assets have been used by Borrower
or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons,
in disposing, producing, storing, treating, or transporting any hazardous
substance other than legally.  Borrower and each of its Subsidiaries have
obtained all consents, approvals and authorizations of, made all declarations or
filings with, and given all notices to, all Government Authorities that are
necessary to continue their respective businesses as currently
conducted.

     

    5.8        Subsidiaries. 
Borrower does not own any stock, partnership interest or other equity securities
except for (a) Permitted Investments, and (b) the stock that interCLICK owns as
of the Effective Date in Desktop and Customer Acquisition Network,
Inc.

     

    5.9        Tax
Returns and Payments; Pension Contributions.  Borrower and each
Subsidiary have timely filed all required tax returns and reports, and Borrower
and each Subsidiary have timely paid all foreign, federal, state and local
taxes, assessments, deposits and contributions owed by Borrower and each
Subsidiary.  Borrower may defer payment of any contested taxes, provided
that Borrower (a) in good faith contests its obligation to pay the taxes by
appropriate proceedings promptly and diligently instituted and conducted, (b)
notifies Bank in writing of the commencement of, and any material development
in, the proceedings, and (c) posts bonds or takes any other steps required to
prevent the governmental authority levying such contested taxes from obtaining a
Lien upon any of the Collateral that is other than a “Permitted Lien”. 
Borrower is unaware of any claims or adjustments proposed for any of Borrower's
prior tax years which could result in additional taxes becoming due and payable
by Borrower.  Borrower has paid all amounts necessary to fund all present
pension, profit sharing and deferred compensation plans in accordance with their
terms, and Borrower has not withdrawn from participation in, and has not
permitted partial or complete termination of, or permitted the occurrence of any
other event with respect to, any such plan which could reasonably be expected to
result in any liability of Borrower, including any liability to the Pension
Benefit Guaranty Corporation or its successors or any other governmental
agency.

     

    5.10      Full
Disclosure.  No written representation, warranty or other statement
of Borrower in any certificate or written statement given to Bank, as of the
date such representation, warranty, or other statement was made, taken together
with all such written certificates and written statements given to Bank,
contains any untrue statement of a material fact or omits to state a material
fact necessary to make the statements contained in the certificates or
statements not misleading (it being recognized by Bank that projections and
forecasts provided by Borrower in good faith and based upon reasonable
assumptions are not viewed as facts and that actual results during the period or
periods covered by such projections and forecasts may differ from the projected
or forecasted results).

     

    6           
AFFIRMATIVE
COVENANTS

     

    Borrower
shall do all of the following:

     

    6.1        Government
Compliance.

     

    (a)           Maintain
its and all its Subsidiaries’ legal existence and good standing in their
respective jurisdictions of formation and maintain qualification in each
jurisdiction in which the failure to so qualify would reasonably be expected to
have a material adverse effect on Borrower’s business or operations. 
Borrower shall comply, and have each Subsidiary comply, with all laws,
ordinances and regulations to which it is subject, noncompliance with which
could have a material adverse effect on Borrower’s business.

     

    
      
         


      

      
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    (b)           Obtain
all of the Governmental Approvals necessary for the performance by Borrower of
its obligations under the Loan Documents to which it is a party and the grant of
a security interest to Bank in all of its property.  Borrower shall
promptly provide copies of any such obtained Governmental Approvals to
Bank.

     

    6.2         Financial
Statements, Reports, Certificates.

     

    (a)           Deliver
to Bank:  (i) as soon as available, but no later than thirty (30)
days after the last
day of each month, a company prepared consolidated and consolidating balance
sheet and income statement covering Borrower’s and each of its Subsidiaries’
consolidated and consolidating operations during the period certified by a
Responsible Officer and in a form acceptable to Bank; (ii) as soon as available,
but no later than ninety (90) days after the last day
of Borrower’s fiscal year, audited consolidated financial statements prepared
under GAAP, consistently applied, together with an unqualified opinion on the
financial statements from an independent certified public accounting firm
reasonably acceptable to Bank; (iii) within five (5) days of filing, copies of
all statements, reports and notices made available to Borrower’s security
holders or to any holders of Subordinated Debt and all reports on Form 10-K,
10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt
report of any legal actions pending or threatened against Borrower or any
Subsidiary that could result in damages or costs to Borrower or any Subsidiary
of One Hundred Thousand Dollars ($100,000.00) or more; (v) as soon as available,
but not later than sixty (60) days prior to the last day of Borrower’s fiscal
year, and contemporaneously with any updates thereto, board-approved projections
for the subsequent fiscal year; and (vi) budgets, sales projections,
operating plans or other financial
information reasonably requested by Bank.

     

    (b)           Within
thirty (30) days
after the last day of each month, deliver to Bank with the monthly financial
statements a Compliance Certificate signed by a Responsible Officer in the form
of Exhibit
B.

     

    (c)           Allow
Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s
Accounts at Borrower’s expense, upon reasonable notice to Borrower and at
reasonable times; provided, however, prior to the occurrence of an Event of
Default, Borrower shall be obligated to pay for not more than two (2) audits per
year.  Borrower hereby acknowledges that the first such audit will be
conducted within ninety (90) days after the Effective Date. The charge for each such
audit shall be Eight Hundred Fifty Dollars ($850.00) per person per day (or such
higher amount as shall represent Bank’s then-current standard charge for the
same), plus reasonable out-of-pocket expenses.  After the occurrence of an
Event of Default, Bank may audit Borrower’s Collateral, including, but not
limited to, Borrower’s Accounts at Borrower’s expense and at Bank’s sole and
exclusive discretion and without notification and authorization from
Borrower.

     

    (d)           Upon
Bank’s request, provide a written report respecting any Financed Receivable, if
payment of any Financed Receivable does not occur by its due date and include
the reasons for the delay.

     

    (e)           Provide
Bank with, as soon as available, but no later than (i) (A) the first (1st) and
fifteenth (15th) day of
each Reconciliation Period while Borrower is Streamline Facility Eligible, or
(B) thirty (30) days following each
Reconciliation Period while Borrower is not Streamline Facility Eligible, an
aged listing of accounts receivable, in form acceptable to Bank, and (ii) thirty
(30) days following each Reconciliation Period, accounts payable by invoice
date, in form acceptable to Bank.

     

    (f)     
      For each Reconciliation Period during which
Borrower has Deferred Revenue, provide Bank with, as soon as available, but no
later than thirty (30) days following each such Reconciliation Period, a
Deferred Revenue report, in form acceptable to Bank.

     

    (g)           Immediately
upon Borrower becoming Streamline Facility Eligible, and thereafter until
Borrower is no longer Streamline Facility Eligible, provide Bank with, as soon
as available, but no later than the first (1st) and
fifteenth (15th) day of
each Reconciliation Period, a duly completed Borrowing Base Certificate signed
by a Responsible Officer.

     

    (h)           Immediately
upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a
current aging of Accounts and, to the extent not previously delivered to Bank, a
copy of the invoice for each Eligible Account and an Advance Request and Invoice
Transmittal with respect to each such Account.

     

    
      
         


      

      
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    6.3        Taxes. 
Borrower shall make, and cause each Subsidiary to make, timely payment of all
federal, state, and local taxes or assessments (other than taxes and assessments
which Borrower is contesting in good faith, with adequate reserves maintained in
accordance with GAAP) and will deliver to Bank, on demand, appropriate
certificates attesting to such payments.

     

    6.4        Insurance. 
Keep its business and the Collateral insured for risks and in amounts standard
for companies in Borrower’s industry and location, and as Bank may reasonably
request.  Insurance policies shall be in a form, with companies, and in
amounts that are satisfactory to Bank.  All property policies shall have a
lender’s loss payable endorsement showing Bank as the sole lender loss payee and
waive subrogation against Bank, and all liability policies shall show, or have
endorsements showing, Bank as an additional insured.  All policies (or the
loss payable and additional insured endorsements) shall provide that the insurer
must give Bank at least twenty (20) days notice before canceling, amending, or
declining to renew its policy.  At Bank’s request, Borrower shall deliver
certified copies of policies and evidence of all premium payments. Proceeds
payable under any policy shall, at Bank’s option, be payable to Bank on account
of the Obligations.  If Borrower fails to obtain insurance as required
under this Section 6.4 or to pay any amount or furnish any required proof of
payment to third persons and Bank, Bank may make all or part of such payment or
obtain such insurance policies required in this Section 6.4, and take any action
under the policies Bank deems prudent.

     

    6.5        Accounts.

     

    (a)           To
permit Bank to monitor Borrower’s financial performance and condition, within
sixty (60) days of the Effective Date and at all times thereafter, Borrower, and
all Borrower’s Subsidiaries, shall maintain Borrower’s and such Subsidiaries’
depository and operating accounts and securities accounts with Bank and Bank’s
affiliates; provided, however, Borrower may maintain (i) an account with Delaney
Equity Group LLC so long as the only property maintained in such account is the
shares owned by interCLICK in Options Media Group, Inc., and (ii) an account
with Morgan Stanley Smith Barney so long as the aggregate amount of cash and
funds in such account does not exceed Seventy-Five Thousand Dollars ($75,000.00)
at any time.

     

    (b)           Borrower
shall identify to Bank, in writing, any deposit or securities account opened by
Borrower with any institution other than Bank.  In addition, for each such
account that Borrower at any time opens or maintains, Borrower shall, at Bank’s
request and option, pursuant to an agreement in form and substance acceptable to
Bank, cause the depository bank or securities intermediary to agree that such
account is the collateral of Bank pursuant to the terms hereunder, which control
agreement may not be terminated without the prior written consent of Bank. 
The provisions of the previous sentence shall not apply to deposit accounts
exclusively used for payroll, payroll taxes and other employee wage and benefit
payments to or for the benefit of Borrower’s employees.

     

    6.6        Inventory;
Returns.  Keep all Inventory in good and marketable condition, free
from material defects.  Returns and allowances between Borrower and its
Account Debtors shall follow Borrower’s customary practices as they exist at the
Effective Date.  Borrower must promptly notify Bank of all returns,
recoveries, disputes and claims that involve more than One Hundred Thousand
Dollars ($100,000.00).

     

    6.7        Financial
Covenant – Adjusted Quick Ratio.  Borrower shall maintain at all
times, to be tested as of the last day of each month, an Adjusted Quick Ratio of
at least 1.0 to 1.0.

     

    6.8        Protection
of Intellectual Property Rights.  Borrower shall:  (a)
protect, defend and maintain the validity and enforceability of its intellectual
property; (b) promptly advise Bank in writing of material infringements of its
intellectual property; and (c) not allow any intellectual property material to
Borrower’s business to be abandoned, forfeited or dedicated to the public
without Bank’s written consent.

     

    6.9        Litigation
Cooperation.  From the date hereof and continuing through the
termination of this Agreement, make available to Bank, without expense to Bank,
Borrower and its officers, employees and agents and Borrower's books and
records, to the extent that Bank may deem them reasonably necessary to prosecute
or defend any third-party suit or proceeding instituted by or against Bank with
respect to any Collateral or relating to Borrower.

     

    
      
         


      

      
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    6.10      Further
Assurances.  Borrower shall execute any further instruments and take
further action as Bank reasonably requests to perfect or continue Bank’s
security interest in the Collateral or to effect the purposes of this
Agreement.

     

    7           
NEGATIVE
COVENANTS

     

    Borrower
shall not do any of the following without Bank’s prior written
consent:

     

    7.1        Dispositions. 
Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively a
“Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of
its business or property, except for Transfers (a) of Inventory in the ordinary
course of business; (b) of worn-out or obsolete Equipment; and (c) in connection
with Permitted Liens and Permitted Investments.

     

    7.2        Changes
in Business, Ownership, Management or Business Locations.  Engage in
or permit any of its Subsidiaries to engage in any business other than the
businesses currently engaged in by Borrower or reasonably related thereto, enter
into any transaction or series of related transactions in which the stockholders
of Borrower who were not stockholders immediately prior to the first such
transaction own more than fifty percent (50.0%) of the voting stock of Borrower
immediately after giving effect to such transaction or related series of such
transactions (other than by the sale of Borrower’s equity securities in a public
offering or to venture capital investors so long as Borrower identifies to Bank
the venture capital investors prior to the closing of the investment), or suffer
the resignation or departure of any Key Person and not hire a replacement
reasonably acceptable to Bank for such Key Person within ninety (90) days of
such Key Person’s resignation or departure.  Borrower shall not, without at
least thirty (30) days prior written notice to Bank: (a) relocate its chief
executive office, or add any new offices or business locations, including
warehouses  (unless such new offices or business locations contain
less than Five Thousand Dollars ($5,000.00) in Borrower’s assets or property),
or (b) change its jurisdiction of organization, or (c) change its organizational
structure or type, or (d) change its legal name, or (e) change any
organizational number (if any) assigned by its jurisdiction of
organization.

     

    7.3        Mergers
or Acquisitions.  Merge or consolidate, or permit any of its
Subsidiaries to merge or consolidate, with any other Person, or acquire, or
permit any of its Subsidiaries to acquire, all or substantially all of the
capital stock or property of another Person.  A Subsidiary may merge or
consolidate into another Subsidiary or into Borrower.

     

    7.4        Indebtedness. 
Create, incur, assume, or be liable for any Indebtedness, or permit any
Subsidiary to do so, other than Permitted Indebtedness.

     

    7.5        Encumbrance. 
Create, incur, allow, or suffer any Lien on any of its property, or assign or
convey any right to receive income, including the sale of any Accounts, or
permit any of its Subsidiaries to do so, except for Permitted Liens, or permit
any Collateral not to be subject to the first priority security interest granted
herein, or enter into any agreement, document, instrument or other arrangement
(except with or in favor of Bank) with any Person which directly or indirectly
prohibits or has the effect of prohibiting Borrower or any Subsidiary from
assigning, mortgaging, pledging, granting a security interest in or upon, or
encumbering any of Borrower’s or any Subsidiary’s intellectual property, except
as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted
Liens” herein.

     

    7.6        Distributions;
Investments.  (a) Directly or indirectly acquire or own any Person,
or make any Investment in any Person, other than Permitted Investments, or
permit any of its Subsidiaries to do so; or (b) pay any dividends or make any
distribution or payment or redeem, retire or purchase any capital
stock.

     

    7.7        Transactions
with Affiliates.  Directly or indirectly enter into or permit to
exist any material transaction with any Affiliate of Borrower, except for
transactions that are in the ordinary course of Borrower’s business, upon fair
and reasonable terms that are no less favorable to Borrower than would be
obtained in an arm’s length transaction with a non-affiliated
Person.

     

    7.8       
Subordinated
Debt.  (a) Make or permit any payment on any Subordinated Debt,
except under the terms of the subordination, intercreditor, or other similar
agreement to which such Subordinated Debt is subject, or (b) amend any provision
in any document relating to the Subordinated Debt which would increase the
amount thereof or adversely affect the subordination thereof to Obligations owed
to Bank.

     

    
      
         


      

      
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    7.9        Compliance. 
Become an “investment company” or a company controlled by an “investment
company”, under the Investment Company Act of 1940, as amended, or undertake as
one of its important activities extending credit to purchase or carry margin
stock (as defined in Regulation U of the Board of Governors of the Federal
Reserve System), or use the proceeds of any Credit Extension for that purpose;
fail to meet the minimum funding requirements of ERISA, permit a Reportable
Event or Prohibited Transaction, each as defined in ERISA, to occur; fail to
comply with the Federal Fair Labor Standards Act or violate any other law or
regulation, if the violation could reasonably be expected to have a material
adverse effect on Borrower’s business, or permit any of its Subsidiaries to do
so; withdraw or permit any Subsidiary to withdraw from participation in, permit
partial or complete termination of, or permit the occurrence of any other event
with respect to, any present pension, profit sharing and deferred compensation
plan which could reasonably be expected to result in any liability of Borrower,
including any liability to the Pension Benefit Guaranty Corporation or its
successors or any other governmental agency.

     

    8           
EVENTS OF
DEFAULT

     

    Any one
of the following shall constitute an event of default (an “Event of Default”)
under this Agreement:

     

    8.1        Payment
Default.  Borrower fails to pay any of the Obligations when
due;

     

    8.2        Covenant
Default. Borrower fails or
neglects to perform any obligation in Section 6 or violates any covenant in
Section 7 or fails or neglects to perform, keep, or observe any other material
term, provision, condition, covenant or agreement contained in this Agreement,
any Loan Documents and as to any default under such other term, provision,
condition, covenant or agreement that can be cured, has failed to cure the
default within ten (10) days after the occurrence thereof; provided, however,
grace and cure periods provided under this Section 8.2 shall not apply to
financial covenants or any other covenants that are required to be satisfied,
completed or tested by a date certain;

     

    8.3        Material
Adverse Change.  A Material Adverse Change occurs;

     

    8.4        Attachment;
Levy; Restraint on Business.  (a) (i) The service of process seeking
to attach, by trustee or similar process, any funds of Borrower or of any entity
under control of Borrower (including a Subsidiary) on deposit with Bank or any
Bank Affiliate, or (ii) a notice of lien, levy, or assessment is filed against
any of Borrower’s assets by any government agency, and the same under subclauses
(i) and (ii) hereof are not, within ten (10) days after the occurrence thereof,
discharged or stayed (whether through the posting of a bond or otherwise);
provided, however, no Credit Extensions shall be made during any ten (10) day
cure period; or (b) (i) any material portion of Borrower’s assets is attached,
seized, levied on, or comes into possession of a trustee or receiver, or
(ii) any court order enjoins, restrains, or prevents Borrower from
conducting any part of its business;

     

    8.5        Insolvency. 
(a) Borrower is unable to pay its debts (including trade debts) as they become
due or otherwise becomes insolvent; (b) Borrower begins an Insolvency
Proceeding; or (c) an Insolvency Proceeding is begun against Borrower and not
dismissed or stayed within thirty (30) days (but no Credit Extensions shall be
made while any of the conditions described in clause (a) exist and/or until any
Insolvency Proceeding is dismissed);

     

    8.6        Other
Agreements.  If there is a default in any agreement to which
Borrower is a party with a third party or parties resulting in a right by such
third party or parties, whether or not exercised, to accelerate the maturity of
any Indebtedness in an amount in excess of One Hundred Thousand Dollars
($100,000.00) or that could result in a Material Adverse Change;

     

    8.7       
Judgments. 
One or more judgments, orders, or decrees for the payment of money in an amount,
individually or in the aggregate, of at least One Hundred Thousand Dollars
($100,000.00) (not covered by independent third-party insurance as to which
liability has been accepted by such insurance carrier) shall be rendered against
Borrower and shall remain unsatisfied, unvacated, or unstayed for a period of
ten (10) days after the entry thereof (provided that no Credit Extensions will
be made prior to the satisfaction, vacation, or stay of such judgment, order, or
decree);

     

    
      
         


      

      
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      8.8        Misrepresentations. 
Borrower or any Person acting for Borrower makes any representation, warranty,
or other statement now or later  in this Agreement, any Loan Document
or in writing delivered to Bank or to induce Bank to enter this Agreement or any
Loan Document, and such representation, warranty, or other statement is
incorrect in any material respect when made; or

       

      8.9        Subordinated
Debt.  A default or breach occurs under any agreement between
Borrower and any creditor of Borrower that signed a subordination agreement,
intercreditor agreement, or other similar agreement with Bank, or any creditor
that has signed such an agreement with Bank breaches any terms of the
agreement.

       

      9           BANK’S RIGHTS AND
REMEDIES

       

      9.1        Rights
and Remedies.  When an Event of Default occurs and continues Bank
may, without notice or demand, do any or all of the following:

       

      (a)           declare
all Obligations immediately due and payable (but if an Event of Default
described in Section 8.5 occurs all Obligations are immediately due and payable
without any action by Bank);

       

      (b)           stop
advancing money or extending credit for Borrower’s benefit under this Agreement
or under any other agreement between Borrower and Bank;

       

      (c)           demand
that Borrower (i) deposits cash with Bank in an amount equal to the aggregate
amount of any letters of credit (including, without limitation, Letters of
Credit) remaining undrawn, as collateral security for the repayment of any
future drawings under such letters of credit, and Borrower shall forthwith
deposit and pay such amounts, and (ii) pay in advance all letter of credit fees
scheduled to be paid or payable over the remaining term of any letters of credit
(including, without limitation, Letters of Credit);

       

      (d)           terminate
any FX Forward Contracts;

       

      (e)           settle
or adjust disputes and claims directly with Account Debtors for amounts, on
terms and in any order that Bank considers advisable and notify any Person owing
Borrower money of Bank’s security interest in such funds and verify the amount
of such account.  Borrower shall collect all payments in trust for Bank
and, if requested by Bank, immediately deliver the payments to Bank in the form
received from the Account Debtor, with proper endorsements for
deposit;

       

      (f)           make
any payments and do any acts it considers necessary or reasonable to protect its
security interest in the Collateral.  Borrower shall assemble the
Collateral if Bank requests and make it available as Bank designates.  Bank
may enter premises where the Collateral is located, take and maintain possession
of any part of the Collateral, and pay, purchase, contest, or compromise any
Lien which appears to be prior or superior to its security interest and pay all
expenses incurred.  Borrower grants Bank a license to enter and occupy any
of its premises, without charge, to exercise any of Bank’s rights or
remedies;

       

      (g)           apply
to the Obligations any (i) balances and deposits of Borrower it holds, or (ii)
any amount held by Bank owing to or for the credit or the account of
Borrower;

       

      (h)           ship,
reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise
for sale, and sell the Collateral.  Bank is hereby granted a non-exclusive,
royalty-free license or other right to use, without charge, Borrower’s labels,
patents, copyrights, mask works, rights of use of any name, trade secrets, trade
names, trademarks, service marks, and advertising matter, or any similar
property as it pertains to the Collateral, in completing production of,
advertising for sale, and selling any Collateral and, in connection with Bank’s
exercise of its rights under this Section 9.1, Borrower’s rights under all
licenses and all franchise agreements inure to Bank’s benefit;

       

      (i)           place
a “hold” on any account maintained with Bank and/or deliver a notice of
exclusive control, any entitlement order, or other directions or instructions
pursuant to any control agreement or similar agreements providing control of any
Collateral;

       

      (j)           demand
and receive possession of Borrower’s Books; and


      
        
           


        

        
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      (k)           exercise
all rights and remedies available to Bank under the Loan Documents or at law or
equity, including all remedies provided under the Code (including disposal of
the Collateral pursuant to the terms thereof).

       

      9.2         Protective
Payments.  If Borrower fails to obtain insurance called for by
Section 6.4 or fails to pay any premium thereon or fails to pay any other amount
which Borrower is obligated to pay under this Agreement or by any other Loan
Document, Bank may obtain such insurance or make such payment, and all amounts
so paid by Bank are Bank Expenses and immediately due and payable, bearing
interest at the then highest applicable rate, and secured by the
Collateral.  Bank will make reasonable effort to provide Borrower with
notice of Bank obtaining such insurance at the time it is obtained or within a
reasonable time thereafter. No payments by Bank are deemed an agreement to make
similar payments in the future or Bank’s waiver of any Event of
Default.

       

      9.3         Bank’s
Liability for Collateral.  So long as Bank complies with reasonable
banking practices regarding the safekeeping of Collateral in possession or under
the control of Bank, Bank shall not be liable or responsible for: (a) the
safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any
diminution in the value of the Collateral; or (d) any act or default of any
carrier, warehouseman, bailee, or other Person.  Borrower bears all risk of
loss, damage or destruction of the Collateral.

       

      9.4         Remedies
Cumulative.  Bank’s failure, at any time or times, to require strict
performance by Borrower of any provision of this Agreement or any other Loan
Document shall not waive, affect, or diminish any right of Bank thereafter to
demand strict performance and compliance herewith or therewith.  No waiver
hereunder shall be effective unless signed by the party granting the waiver and
then is only effective for the specific instance and purpose for which it is
given.  Bank’s rights and remedies under this Agreement and the other Loan
Documents are cumulative.  Bank has all rights and remedies provided under
the Code, by law, or in equity.  Bank’s exercise of one right or remedy is
not an election, and Bank’s waiver of any Event of Default is not a continuing
waiver.  Bank’s delay in exercising any remedy is not a waiver, election,
or acquiescence.

       

      9.5         Demand
Waiver.  Borrower waives demand, notice of default or dishonor,
notice of payment and nonpayment, notice of any default, nonpayment at maturity,
release, compromise, settlement, extension, or renewal of accounts, documents,
instruments, chattel paper, and guarantees held by Bank on which Borrower is
liable.

       

      10         NOTICES

       

      All
notices, consents, requests, approvals, demands, or other communication by any
party to this Agreement or any other Loan Document must be in writing and shall
be deemed to have been validly served, given, or delivered: (a) upon the earlier
of actual receipt and three (3) Business Days after deposit in the U.S. mail,
first class, registered or certified mail return receipt requested, with proper
postage prepaid; (b) upon transmission, when sent by facsimile transmission; (c)
one (1) Business Day after deposit with a reputable overnight courier with all
charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of
which shall be addressed to the party to be notified and sent to the address or
facsimile number provided at the beginning of this Agreement.  Bank or
Borrower may change its address or facsimile number by giving the other party
written notice thereof in accordance with the terms of this Section
10.

       

      11         CHOICE OF LAW, VENUE AND
JURY TRIAL WAIVER

       

      New York
law governs the Loan Documents without regard to principles of conflicts of
law.  Borrower and Bank each submit to the exclusive jurisdiction of the
State and Federal courts in New York; provided, however, that if for any reason
Bank cannot avail itself of such courts in the State of New York, Borrower
accepts jurisdiction of the courts and venue in Santa Clara County,
California.  Notwithstanding the foregoing, nothing in this Agreement shall
be deemed to operate to preclude Bank from bringing suit or taking other legal
action in any other jurisdiction to realize on the Collateral or any other
security for the Obligations, or to enforce a judgment or other court order in
favor of Bank.  Borrower expressly submits and consents in advance to such
jurisdiction in any action or suit commenced in any such court, and Borrower
hereby waives any objection that it may have based upon lack of personal
jurisdiction, improper venue, or forum non conveniens and hereby consents to the
granting of such legal or equitable relief as is deemed appropriate by such
court.  Borrower hereby waives personal service of the summons, complaints,
and other process issued in such action or suit and agrees that service of such
summons, complaints, and other process may be made by registered or certified
mail addressed to Borrower at the address set forth at the beginning of this
Agreement and that service so made shall be deemed completed upon the earlier to
occur of Borrower’s actual receipt thereof or three (3) days after deposit in
the U.S. mails, proper postage prepaid.


      
        
           


        

        
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      BORROWER AND BANK EACH WAIVE THEIR
RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED
UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION,
INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A
MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT.  EACH
PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

       

      12        GENERAL
PROVISIONS

       

      12.1      Successors
and Assigns.  This Agreement binds and is for the benefit of the
successors and permitted assigns of each party.  Borrower may not assign
this Agreement or any rights or obligations under it without Bank’s prior
written consent which may be granted or withheld in Bank’s discretion. 
Bank has the right, without the consent of or notice to Borrower, to sell,
transfer, negotiate, or grant participation in all or any part of, or any
interest in, Bank’s obligations, rights and benefits under this Agreement, the
Loan Documents or any related agreement.

       

      12.2      Indemnification. 
Borrower agrees to indemnify, defend, and hold Bank and its officers, directors,
employees, agents, attorneys or any other Person affiliated with or representing
Bank (each, an “Indemnified Person”) harmless against:  (a) all
obligations, demands, claims, and liabilities (collectively, “Claims”) asserted
by any other party in connection with the transactions contemplated by the Loan
Documents; and (b) all losses or Bank Expenses incurred, or paid by such
Indemnified Person from, following, or arising from transactions between Bank
and Borrower (including reasonable attorneys’ fees and expenses), except for
Claims and/or losses directly caused by such Indemnified Person’s gross
negligence or willful misconduct.

       

      12.3      Right of
Set-Off.  Borrower hereby grants to Bank, a lien, security interest
and right of setoff as security for all Obligations to Bank, whether now
existing or hereafter arising upon and against all deposits, credits, collateral
and property, now or hereafter in the possession, custody, safekeeping or
control of Bank or any entity under the control of Bank (including a Bank
subsidiary) or in transit to any of them.  At any time after the occurrence
and during the continuance of an Event of Default, without demand or notice,
Bank may set off the same or any part thereof and apply the same to any
liability or obligation of Borrower even though unmatured and regardless of the
adequacy of any other collateral securing the Obligations.  ANY AND ALL
RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY
OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF
SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE
HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

       

      12.4      Time of
Essence.  Time is of the essence for the performance of all
Obligations in this Agreement.

       

      12.5      Severability
of Provisions.  Each provision of this Agreement is severable from
every other provision in determining the enforceability of any
provision.

       

      12.6      Correction
of Loan Documents.  Bank may correct patent errors and fill in any
blanks in this Agreement and the other Loan Documents consistent with the
agreement of the parties.

       

      12.7      Amendments
in Writing; Integration.  All amendments to this Agreement must be
in writing signed by both Bank and Borrower.  This Agreement and the Loan
Documents represent the entire agreement about this subject matter, and
supersede prior negotiations or agreements.  All prior agreements,
understandings, representations, warranties, and negotiations between the
parties about the subject matter of this Agreement and the Loan Documents merge
into this Agreement and the Loan Documents.

       

      12.8      Counterparts. 
This Agreement may be executed in any number of counterparts and by different
parties on separate counterparts, each of which, when executed and delivered,
are an original, and all taken together, constitute one
Agreement.


      
        
           


        

        
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      12.9      Borrower
Liability. Either Borrower may,
acting singly, request Credit Extensions hereunder.  Each Borrower hereby
appoints the other as agent for the other for all purposes hereunder, including
with respect to requesting Credit Extensions hereunder. Each Borrower hereunder
shall be obligated to repay all Credit Extensions made hereunder, regardless of
which Borrower actually receives said Credit Extension, as if each Borrower
hereunder directly received all Credit
Extensions.  Notwithstanding any other provision of this Agreement or other
related document, each Borrower irrevocably waives all rights that it may have
at law or in equity (including, without limitation, any law subrogating Borrower
to the rights of Bank under this Agreement) to seek contribution,
indemnification or any other form of reimbursement from any other Borrower, or
any other Person now or hereafter primarily or secondarily liable for any of the
Obligations, for any payment made by Borrower with respect to the Obligations in
connection with this Agreement or otherwise and all rights that it might have to
benefit from, or to participate in, any security for the Obligations as a result
of any payment made by  Borrower with respect to the Obligations in
connection with this Agreement or otherwise.  Any agreement providing for
indemnification, reimbursement or any other arrangement prohibited under this
Section 12.9 shall be null and void.  If any payment is made to a Borrower
in contravention of this Section 12.9, such Borrower shall hold such payment in
trust for Bank and such payment shall be promptly delivered to Bank for
application to the Obligations, whether matured or unmatured.

       

      Each
Borrower waives any suretyship defenses available to it under the Code or any
other applicable law.  Each Borrower waives any right to require Bank to:
(a) proceed against any Borrower or any other person; (b) proceed against
or exhaust any security; or (c) pursue any other remedy.  Bank may exercise
or not exercise any right or remedy it has against any Borrower or any security
it holds (including the right to foreclose by judicial or non-judicial sale)
without affecting any Borrower’s liability.

       

      12.10    Survival. 
All covenants, representations and warranties made in this Agreement continue in
full force until this Agreement has terminated pursuant to its terms and all
Obligations (other than inchoate indemnity obligations and any other obligations
which, by their terms, are to survive the termination of this Agreement) have
been satisfied.  The obligation of Borrower in Section 12.2 to indemnify
Bank shall survive until the statute of limitations with respect to such claim
or cause of action shall have run.

       

      12.11    Confidentiality. 
In handling any confidential information, Bank shall exercise the same degree of
care that it exercises for its own proprietary information, but disclosure of
information may be made: (a) to Bank’s Subsidiaries or Affiliates; (b) to
prospective transferees or purchasers of any interest in the Credit Extensions
(provided, however, Bank shall use commercially reasonable efforts to obtain
such prospective transferee’s or purchaser’s agreement to the terms of this
provision); (c) as required by law, regulation, subpoena, or other order;
(d) to Bank’s regulators or as otherwise required in connection with Bank’s
examination or audit; (e) as Bank considers appropriate in exercising remedies
under the Loan Documents; and (f) to third-party service providers of Bank so
long as such service providers have executed a confidentiality agreement with
Bank with terms no less restrictive than those contained herein. 
Confidential information does not include information that either: (i) is
in the public domain or in Bank’s possession when disclosed to Bank, or becomes
part of the public domain after disclosure to Bank (but not through Bank’s
disclosure); or (ii) is disclosed to Bank by a third party, if Bank does not
know that the third party is prohibited from disclosing the
information.

       

      Bank may
use confidential information for any purpose, including, without limitation, for
the development of client databases, reporting purposes, and market analysis, so
long as Bank does not disclose Borrower’s identity or the identity of any person
associated with Borrower unless otherwise expressly permitted by this
Agreement.  The provisions of the immediately preceding sentence shall
survive the termination of this Agreement.

      


      13        DEFINITIONS

       

      13.1      Definitions. 
In this Agreement:

       

      “Account” is any “account” as
defined in the Code with such additions to such term as may hereafter be made,
and includes, without limitation, all accounts receivable and other sums owing
to Borrower.

       

      “Account Balance” is the
aggregate outstanding amount of all Advances made based upon Aggregate Eligible
Accounts.


      
        
           


        

        
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      “Account Debtor” is as defined
in the Code and shall include, without limitation, any person liable on any
Financed Receivable, such as, a guarantor of the Financed Receivable and any
issuer of a letter of credit or banker’s acceptance.

       

      “Adjusted Quick Ratio” is the
ratio of (a) Quick Assets to (b) Current Liabilities minus the current portion
of Deferred Revenue of interCLICK and its Subsidiaries (including Desktop) on a
consolidated basis.

       

      “Adjustments” are all
discounts, allowances, returns, disputes, counterclaims, offsets, defenses,
rights of recoupment, rights of return, warranty claims, or short payments,
asserted by or on behalf of any Account Debtor for any Financed
Receivable.

       

      “Advance” is defined in Section
2.1.1.

       

      “Advance Rate” is eighty percent
(80.0%), net of any offsets related to each specific Account Debtor, including,
without limitation, Deferred Revenue, or such other percentage as Bank
establishes under Section 2.1.1.

       

      “Advance Request and Invoice
Transmittal” shows Eligible Accounts and/or Aggregate Eligible Accounts,
which Bank may finance, and (a) with respect to requests for Advances based upon
Eligible Accounts, includes the Account Debtor’s name, address, invoice amount,
invoice date and invoice number, (b) with respect to requests for Advances based
upon Aggregate Eligible Accounts, includes (i) the Account Debtor’s name,
address, invoice amount, invoice date and invoice number, (ii) the current
outstanding amount of Advances made based upon Aggregate Eligible Accounts and
(iii) the Availability Amount, and (c) with respect to requests for Credit
Extensions made pursuant to Sections 2.1.2, 2.1.3 and/or 2.1.4, includes (i) the
type of Credit Extension requested and (ii) the requested amount of such Credit
Extension.

       

      “Affiliate” of any Person is a
Person that owns or controls directly or indirectly the Person, any Person that
controls or is controlled by or is under common control with the Person, and
each of that Person’s senior executive officers, directors, partners and, for
any Person that is a limited liability company, that Person’s managers and
members.

       

      “Aggregate Eligible Accounts”
is defined in Section 2.1.1.

       

      “Anniversary Date” is the date
that is one (1) year from the Effective Date.

       

      “Applicable Rate” is a per
annum rate equal to the Prime Rate plus two and one-half of one percent
(2.50%).

       

      “Availability Amount” is the
lesser of (a) Fifteen Million Dollars ($15,000,000.00), and (b) the Borrowing
Base.

       

      “Bank Expenses” are all audit
fees and expenses, costs, and expenses (including documented reasonable
attorneys’ fees and expenses) for preparing, amending, negotiating,
administering, defending and enforcing the Loan Documents (including, without
limitation, those incurred in connection with appeals or Insolvency Proceedings)
or otherwise incurred with respect to Borrower.

       

      “Borrower’s Books” are all
Borrower’s books and records including ledgers, federal and state tax returns,
records regarding Borrower’s assets or liabilities, the Collateral, business
operations or financial condition, and all computer programs or storage or any
equipment containing such information.

       

      “Borrowing Base” is eighty
percent (80.0%) (or such other percentage as Bank establishes under Section
2.1.1) multiplied by Borrower’s Aggregate Eligible Accounts (net of any offsets
related to each specific Account Debtor, including, without limitation, Deferred
Revenue).

       

      “Borrowing Base Certificate” is
that certain certificate in the form attached hereto as Exhibit
D.

       

      “Business Day” is any day that
is not a Saturday, Sunday or a day on which Bank is closed.

       

      
        
           


        

        
          20

          
            

          

        

        
           


        

      

       

      “Cash Management Services” is defined in Section
2.1.4.

       

      “Claims” are defined in Section
12.2.

       

      “Code” is the Uniform
Commercial Code, as the same may, from time to time, be enacted and in effect in
the State of New York; provided, that, to the extent that the Code is used to
define any term herein or in any Loan Document and such term is defined
differently in different Articles or Divisions of the Code, the definition of
such term contained in Article or Division 9 shall govern; provided further,
that in the event that, by reason of mandatory provisions of law, any or all of
the attachment, perfection, or priority of, or remedies with respect to, Bank’s
Lien on any Collateral is governed by the Uniform Commercial Code in effect in a
jurisdiction other than the State of New York, the term “Code” shall mean the Uniform
Commercial Code as enacted and in effect in such other jurisdiction solely for
purposes of the provisions thereof relating to such attachment, perfection,
priority, or remedies and for purposes of definitions relating to such
provisions.

       

      “Collateral” is any and all
properties, rights and assets of Borrower described on Exhibit
A.

       

      “Collateral Handling Fee” is defined in Section
2.2.4.

       

      “Collections” are all funds received
by Bank from or on behalf of an Account Debtor for Financed
Receivables.

       

      “Compliance Certificate” is
attached as Exhibit
B.

       

      “Contingent Obligation” is, for
any Person, any direct or indirect liability, contingent or not, of that Person
for (a) any indebtedness, lease, dividend, letter of credit or other obligation
of another such as an obligation directly or indirectly guaranteed, endorsed,
co-made, discounted or sold with recourse by that Person, or for which that
Person is directly or indirectly liable; (b) any obligations for undrawn letters
of credit for the account of that Person; and (c) all obligations from any
interest rate, currency or commodity swap agreement, interest rate cap or collar
agreement, or other agreement or arrangement designated to protect a Person
against fluctuation in interest rates, currency exchange rates or commodity
prices; but “Contingent Obligation” does not include endorsements in the
ordinary course of business.  The amount of a Contingent Obligation is the
stated or determined amount of the primary obligation for which the Contingent
Obligation is made or, if not determinable, the maximum reasonably anticipated
liability for it determined by the Person in good faith; but the amount may not
exceed the maximum of the obligations under any guarantee or other support
arrangement.

       

      “Credit Extension” is any
Advance, Letter of Credit, FX Forward Contract, amount utilized for Cash
Management Services, or any other extension of credit by Bank for Borrower’s
benefit.

       

      “Current Liabilities” are all
obligations and liabilities of Borrower to Bank, plus, without duplication, the
aggregate amount of Borrower’s Total Liabilities that mature within one (1) year
(but excluding all intercompany and intracompany liabilities payable between
interCLICK and its Subsidiaries (including Desktop)).

       

      “Deferred Revenue” is all
amounts received or invoiced, as appropriate, in advance of performance under
contracts and not yet recognized as revenue.

       

      “Dollars,” “dollars” or use of the sign
“$” means only lawful
money of the United States and not any other currency, regardless of whether
that currency uses the “$” sign to denote its currency or may be readily
converted into lawful money of the United States.

       

      “Dollar Equivalent” is, at any
time, (a) with respect to any amount denominated in Dollars, such amount, and
(b) with respect to any amount denominated in a Foreign Currency, the equivalent
amount therefor in Dollars as determined by Bank at such time on the basis of
the then-prevailing rate of exchange in San Francisco, California, for sales of
the Foreign Currency for transfer to the country issuing such Foreign
Currency.

       

      “Early Termination Fee” is defined in Section
2.1.1.

       

      “Effective Date” is defined in
the preamble of this Agreement.

       

      
        
           


        

        
          21

          
            

          

        

        
           


        

      

       

      “Eligible Accounts” are billed
Accounts in the ordinary course of Borrower’s business that meet all Borrower’s
representations and warranties in Section 5.3, have been, at the option of Bank,
confirmed in accordance with Section 2.1.1(d), and are due and owing from
Account Debtors deemed creditworthy by Bank in its sole discretion. 
Without limiting the fact that the determination of which Accounts are eligible
hereunder is a matter of Bank discretion in each instance, Eligible Accounts
shall not include the following Accounts (which listing may be amended or
changed in Bank’s discretion with notice to Borrower):

       

      (a)           Accounts
that the Account Debtor has not paid within one hundred twenty (120) days of
invoice date regardless of invoice payment period terms, unless otherwise
approved by Bank in writing on a case-by-case basis in its sole
discretion;

       

      (b)           Accounts
owing from an Account Debtor which does not have its principal place of business
in the United States or Canada, unless otherwise approved by Bank in writing on
a case-by-case basis in its sole discretion;

       

      (c)           Accounts
billed and/or payable outside of the United States, unless otherwise approved by
Bank in writing on a case-by-case basis in its sole discretion;

       

      (d)           Accounts
owing from an Account Debtor to the extent that Borrower is indebted or
obligated in any manner to the Account Debtor (as creditor, lessor, supplier or
otherwise - sometimes called “contra” accounts, accounts payable, customer
deposits or credit accounts), with the exception of customary credits,
adjustments and/or discounts given to an Account Debtor by Borrower in the
ordinary course of its business;

       

      (e)           Accounts
for which the Account Debtor is Borrower’s Affiliate, officer, employee, or
agent;

       

      (f)           Accounts
owing from an Account Debtor which is a United States government entity or any
department, agency, or instrumentality thereof unless Borrower has assigned its
payment rights to Bank and the assignment has been acknowledged under the
Federal Assignment of Claims Act of 1940, as amended;

       

      (g)           Accounts
for demonstration or promotional equipment, or in which goods are consigned, or
sold on a “sale guaranteed”, “sale or return”, “sale on approval”, or other
terms if Account Debtor’s payment may be conditional;

       

      (h)           Accounts
owing from an Account Debtor that has not been invoiced or where goods or
services have not yet been rendered to the Account Debtor (sometimes called memo
billings or pre-billings);

       

      (i)     
      Accounts subject to contractual arrangements
between Borrower and an Account Debtor where payments shall be scheduled or due
according to completion or fulfillment requirements where the Account Debtor has
a right of offset for damages suffered as a result of Borrower’s failure to
perform in accordance with the contract (sometimes called contracts accounts
receivable, progress billings, milestone billings, or fulfillment
contracts);

       

      (j)    
       Accounts owing from an Account Debtor
the amount of which may be subject to withholding based on the Account Debtor’s
satisfaction of Borrower’s complete performance (but only to the extent of the
amount withheld; sometimes called retainage billings);

       

      (k)           Accounts
subject to trust provisions, subrogation rights of a bonding company, or a
statutory trust;

       

      (l)     
      Accounts owing from an Account Debtor that
has been invoiced for goods that have not been shipped to the Account Debtor
unless Bank, Borrower, and the Account Debtor have entered into an agreement
acceptable to Bank in its sole discretion wherein the Account Debtor
acknowledges that (i) it has title to and has ownership of the goods wherever
located, (ii) a bona fide sale of the goods has occurred, and (iii) it owes
payment for such goods in accordance with invoices from Borrower (sometimes
called “bill and hold” accounts);

       

      (m)          Accounts
for which the Account Debtor has not been invoiced;

       

      (n)           Accounts
that represent non-trade receivables or that are derived by means other than in
the ordinary course of Borrower’s business;

       

      
        
           


        

        
          22

          
            

          

        

        
           


        

      

       

      (o)           Accounts
subject to chargebacks or other payment deductions taken by an Account Debtor
(but only to the extent the chargeback is determined invalid and subsequently
collected by Borrower);

       

      (p)           Accounts
owing from an Account Debtor with respect to which Borrower has received
Deferred Revenue (but only to the extent of such Deferred Revenue);

       

      (q)           Accounts
owing from an Account Debtor, fifty percent (50.0%) or more of whose Accounts
have not been paid within one hundred twenty (120) days of invoice date, unless
otherwise approved by Bank in writing on a case-by-case basis in its sole
discretion;

       

      (r)           Accounts
in which the Account Debtor disputes liability or makes any claim (but only up
to the disputed or claimed amount), or if the Account Debtor is subject to an
Insolvency Proceeding, or becomes insolvent, or goes out of business;
and

       

      (s)           Accounts
for which Bank in its good faith business judgment determines collection to be
doubtful.

       

      “Equipment” is all “ equipment”
as defined in the Code with such additions to such term as may hereafter be
made, and includes without limitation all machinery, fixtures, goods, vehicles
(including motor vehicles and trailers), and any interest in any of the
foregoing.

       

      “ERISA” is the Employee
Retirement Income Security Act of 1974, and its regulations.

       

      “Events of Default” are set
forth in Section 8.

       

      “Facility Amount” is Eighteen
Million Seven Hundred Fifty Thousand Dollars ($18,750,000.00).

       

      “Facility Fee” is defined in
Section 2.2.2.

       

      “Finance Charges” is defined in
Section 2.2.3.

       

      “Financed Receivables” are all
those Eligible Accounts and Aggregate Eligible Accounts, including their
proceeds which Bank finances and makes an Advance, as set forth in Section
2.1.1.  A Financed Receivable stops being a Financed Receivable (but
remains Collateral) when the Advance made for the Financed Receivable has been
fully paid.

       

      “Financed Receivable
Balance” is
the total outstanding gross face amount, at any time, of any Financed
Receivable.

       

      “Foreign Currency” means lawful
money of a country other than the United States.

       

      “FX Business Day” is any day
when (a) Bank’s Foreign Exchange Department is conducting its normal business
and (b) the Foreign Currency being purchased or sold by Borrower is available to
Bank from the entity from which Bank shall buy or sell such Foreign
Currency.

       

      “FX Forward Contract” is defined in Section
2.1.3.

       

      “FX Reduction Amount” is
defined in Section 2.1.3.

       

      “GAAP” is generally accepted
accounting principles set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other Person as may be
approved by a significant segment of the accounting profession, which are
applicable to the circumstances as of the date of determination.

       

      “Good Faith Deposit” is defined
in Section 2.2.9.

       

      
        
           


        

        
          23

          
            

          

        

        
           


        

      

       

      “Governmental Approval” is any
consent, authorization, approval, order, license, franchise, permit,
certificate, accreditation, registration, filing or notice, of, issued by, from
or to, or other act by or in respect of, any Governmental
Authority.

       

      “Governmental Authority” is any
nation or government, any state or other political subdivision thereof, any
agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative functions of or pertaining to government, any securities exchange
and any self-regulatory organization.

       

      “Indebtedness” is (a)
indebtedness for borrowed money or the deferred price of property or services,
such as reimbursement and other obligations for surety bonds and letters of
credit, (b) obligations evidenced by notes, bonds, debentures or similar
instruments, (c) capital lease obligations and (d) Contingent
Obligations.

       

      “Indemnified Person” is defined
in Section 12.2.

       

      “Insolvency Proceeding” is any
proceeding by or against any Person under the United States Bankruptcy Code, or
any other bankruptcy or insolvency law, including assignments for the benefit of
creditors, compositions, extensions generally with its creditors, or proceedings
seeking reorganization, arrangement, or other relief.

       

      “Inventory” is all “inventory”
as defined in the Code in effect on the date hereof with such additions to such
term as may hereafter be made, and includes without limitation all merchandise,
raw materials, parts, supplies, packing and shipping materials, work in process
and finished products, including without limitation such inventory as is
temporarily out of Borrower’s custody or possession or in transit and including
any returned goods and any documents of title representing any of the
above.

       

      “Investment” is any beneficial
ownership of (including stock, partnership interest or other securities) any
Person, or any loan, advance or capital contribution to any Person.

       

      “Key Person” is either of the
Chief Executive Officer or Chief Financial Officer of Borrower.

       

      “Letter of Credit” means a
standby letter of credit issued by Bank or another institution based upon an
application, guarantee, indemnity or similar agreement on the part of Bank as
set forth in Section 2.1.2.

       

      “Letter of Credit Application”
is defined in Section 2.1.2(a).

       

      “Letter of Credit Reserve” has
the meaning set forth in Section 2.1.2(d).

       

      “Lien” is a claim, mortgage,
deed of trust, levy, charge, pledge, security interest or other encumbrance of
any kind, whether voluntarily incurred or arising by operation of law or
otherwise against any property.

       

      “Loan Documents” are,
collectively, this Agreement, the Perfection Certificate, any subordination
agreements, any note, or notes or guaranties executed by Borrower or any
guarantor, and any other present or future agreement between Borrower and any
guarantor and/or for the benefit of Bank in connection with this Agreement, all
as amended, restated, or otherwise modified.

       

      “Lockbox” is defined in Section
2.2.7.

       

      “Material Adverse Change” is: (a) a material
impairment in the perfection or priority of Bank’s security interest in the
Collateral or in the value of such Collateral; (b) a material adverse change in
the business, operations, or condition (financial or otherwise) of Borrower;
(c) a material
impairment of the prospect of repayment of any portion of the Obligations; or
(d) Bank determines, based upon information available to it and in its
reasonable judgment, that there is a substantial likelihood that Borrower shall
fail to comply with one or more of the financial covenants in Section 6 during
the next succeeding financial reporting period.

       

      “Maturity Date” is 728 days
from the Effective Date.

       

      
        
           


        

        
          24

          
            

          

        

        
           


        

      

       

      “Obligations” are Borrower’s
obligation to pay when due any debts, principal, interest, Bank Expenses, and
other amounts Borrower owes Bank now or later, whether under this Agreement, the
Loan Documents, or otherwise, including, without limitation, any interest
accruing after Insolvency Proceedings begin and debts, liabilities, or
obligations of Borrower assigned to Bank, and the performance of Borrower’s
duties under the Loan Documents.

       

      “Perfection Certificate” is
defined in Section 5.1.

       

      “Permitted Indebtedness”
is:

       

      (a)           Borrower’s
indebtedness to Bank under this Agreement or the Loan Documents;

       

      (b)           Subordinated
Debt;

       

      (c)           Indebtedness
to trade creditors incurred in the ordinary course of business; and

       

      (d)           Indebtedness
secured by Permitted Liens.

       

      “Permitted Investments” are:
(i)  marketable direct obligations issued or unconditionally
guaranteed by the United States or its agency or any state maturing within 1
year from its acquisition, (ii) commercial paper maturing no more than 1 year
after its creation and having the highest rating from either Standard &
Poor’s Corporation or Moody’s Investors Service, Inc., (iii) Bank’s certificates
of deposit issued maturing no more than 1 year after issue, (iv) investments in
interCLICK’s Subsidiaries existing as of the Effective Date which are described
on the Perfection Certificate (but specifically excluding any investments in any
Subsidiaries on or at any time after the Effective Date), (v) interCLICK’s
ownership of 7,043,585 shares of Options Media Group, Inc. (which shares are
owned as of the Effective Date) (but specifically excluding any investments in
such entity on or at any time after the Effective Date), and (vi) any other
investments administered through Bank.

       

      “Permitted Liens”
are:

       

      (a)           Liens
arising under this Agreement or other Loan Documents;

       

      (b)           Liens
for taxes, fees, assessments or other government charges or levies, either not
delinquent or being contested in good faith and for which Borrower maintains
adequate reserves on its Books, if they have no priority over any of Bank’s
security interests;

       

      (c)           Purchase
money Liens securing no more than One Hundred Thousand Dollars ($100,000.00) in
the aggregate amount outstanding  (i) on equipment acquired or held by
Borrower incurred for financing the acquisition of the equipment, or
(ii) existing on equipment when acquired, if the Lien is
confined to the property and improvements and the proceeds of the
equipment;

       

      (d)           Leases
or subleases and non-exclusive licenses or sublicenses granted in the ordinary
course of Borrower’s business, if the leases,
subleases, licenses and sublicenses permit granting Bank a security interest;
and

       

      (e)           Liens
incurred in the extension, renewal or refinancing of the indebtedness secured by
Liens described in (a) through (d), but any extension,
renewal or replacement Lien must be limited to the property encumbered by the
existing Lien and the principal amount of the indebtedness may not
increase.

       

      “Person” is any individual,
sole proprietorship, partnership, limited liability company, joint venture,
company, trust, unincorporated organization, association, corporation,
institution, public benefit corporation, firm, joint stock company, estate,
entity or government agency.

       

      “Prime Rate” is Bank’s most
recently announced “prime rate,” even if it is not Bank’s lowest
rate.

       

      “Quick Assets” is, on any date,
Borrower’s unrestricted cash maintained with Bank and net billed accounts
receivable (but excluding all intercompany and intracompany accounts receivable
between interCLICK and any of its Subsidiaries (including Desktop)), determined
according to GAAP.

       

      
        
           


        

        
          25

          
            

          

        

        
           


        

      

       

      “Reconciliation Period” is each
calendar month.

       

      “Registered Organization” is
any “registered organization” as defined in the Code with such additions to such
term as may hereafter be made.

       

      “Requirement of Law” is as to
any Person, the organizational or governing documents of such Person, and any
law (statutory or common), treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

       

      “Responsible Officer” is each of the Chief
Executive Officer, President, Chief Financial Officer and Controller of
Borrower.

       

      “Settlement Date” is defined in Section
2.1.3.

       

      “Streamline Facility Eligible”
means, as of any day during any Subject Month, Borrower has provided evidence to
Bank that it had an Adjusted Quick Ratio of at least 1.25 to 1.0 as of the last
day of the applicable Testing Month.

       

      “Subject Month” is the month
which is two (2) calendar months after any Testing Month.

       

      “Subordinated Debt” is
indebtedness incurred by Borrower subordinated to all of Borrower’s now or
hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or
other similar agreement in form and substance satisfactory to Bank entered into
between Bank and the other creditor), on terms acceptable to Bank.

       

      “Subsidiary” is, with respect
to any Person, any Person of which more than fifty percent (50.0%) of the voting
stock or other equity interests (in the case of Persons other than corporations)
is owned or controlled directly or indirectly by such Person or one or more of
Affiliates of such Person.

       

      “Testing Month” is any month
with respect to which Bank has tested Borrower’s Adjusted Quick Ratio in order
to determine whether Borrower is Streamline Facility Eligible.

       

      “Total Liabilities” is on any day,
obligations that should, under GAAP, be classified as liabilities on Borrower’s
consolidated balance sheet, including all Indebtedness.

       

      [signature page
follows]

       

      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the Effective Date.

       

      
        
          	
                  BORROWER:

                
	 
      	 
      
	
                  INTERCLICK,
      INC.

                
	 
      	 
      
	
                  By:

                	
                  

                    /s/
      Michael Mathews

                  

                
	
                  Name: 
      

                	
                  

                    Michael
      Mathews

                  

                
	
                  Title:

                	
                  

                    Chief
      Executive Officer

                  

                
	 
      	 
      
	
                  DESKTOP
      ACQUISITION SUB, INC.

                
	 
      	 
      
	
                  By:

                	
                  

                    /s/
      Michael Mathews

                  

                
	
                  Name:

                	
                  

                    Michael
      Mathews

                  

                
	
                  Title:

                	
                  

                    Chief
      Executive Officer

                  

                
	 
      	 
      
	
                  BANK:

                
	 
      	 
      
	
                  SILICON
      VALLEY BANK

                
	 
      	 
      
	
                  By:

                	
                  

                    /s/
      Michael McMahon

                  

                
	
                  Name:

                	
                  

                    Michael
      McMahon

                  

                
	
                  Title:

                	
                  Vice
President

                


        

      


      
        
           


        

        
          27