THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF
COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO
RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD
CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY
THIS NOTE MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE
HEREOF.

     

    INTERCLICK,
INC.

    6%
SENIOR PROMISSORY NOTE

     

    
      
        	
                $200,000.00

              	
                June
      22, 2009

              


      

    

    


    FOR VALUE
RECEIVED interCLICK, Inc., a Delaware corporation (the “ Company ”), promises
to pay to GRQ Consultants, Inc. 401(k) (the “ Holder ”), the
principal amount of Two Hundred Thousand Dollars ($200,000.00), or such lesser
amount as shall equal the outstanding principal amount hereof, together with
simple interest from the date of this Note on the unpaid principal balance at a
rate equal to six percent (6%) per annum, computed on the basis of the actual
number of days elapsed and a year of 365 days. All unpaid principal, together
with any then accrued but unpaid interest and any other amounts payable
hereunder, shall be due and payable on December 31, 2009 (the “ Maturity Date
”).

     

    The
following is a statement of the rights of the Holder of this Note and the
conditions to which this Note is subject, and to which the Holder, by the
acceptance of this Note, agrees:

     

    1.  
Event of
Default .

     

    (a)
  For purposes of this Note, an “ Event of Default ”
means:

     

    (i)
  the Company shall default in the payment of interest and/or principal on
this Note; or

     

    (ii)
  the Company shall fail to materially perform any covenant, term,
provision, condition, agreement or obligation of the Company under this Note
(other than for non-payment) and such failure shall continue uncured for a
period of ten (10) business days after notice from the Holder of such failure;
or

    


    (iii)
  the Company shall (1) become insolvent; (2) admit in writing its
inability to pay its debts generally as they mature; (3) make an assignment for
the benefit of creditors or commence proceedings for its dissolution; or (4)
apply for or consent to the appointment of a trustee, liquidator or receiver for
it or for a substantial part of its property or business; or

     

    (iv)
  a trustee, liquidator or receiver shall be appointed for the Company or
for a substantial part of its property or business without its consent and shall
not be discharged within thirty (30) days after such appointment;
or

     

    (v)
  any governmental agency or any court of competent jurisdiction at the
insistence of any governmental agency shall assume custody or control of the
whole or any substantial portion of the properties or assets of the Company and
shall not be dismissed within thirty (30) days thereafter; or

     

    (vi)
  the Company shall sell or otherwise transfer all or substantially all of
its assets; or

     

    (vii)
  bankruptcy, reorganization, insolvency or liquidation proceedings or
other proceedings, or relief under any bankruptcy law or any law for the relief
of debt shall be instituted by or against the Company and, if instituted against
the Company shall not be dismissed within thirty (30) days after such
institution, or the Company shall by any action or answer approve of, consent
to, or acquiesce in any such proceedings or admit to any material allegations
of, or default in answering a petition filed in any such proceeding;
or

     

    (viii)
  the Company shall be in material default of any of its indebtedness that
gives the holder thereof the right to accelerate such indebtedness.

     

    (b)
  Upon the occurrence of an Event of Default, the entire indebtedness with
accrued interest thereon due under this Note shall, at the option of the Holder,
be immediately due and payable without notice. Failure to exercise such option
shall not constitute a waiver of the right to exercise the same in the event of
any subsequent Event of Default.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c)
  Upon the occurrence of an Event of Default, this Note shall retroactively
bear interest at the rate of twenty four percent (24%) per annum from the issue
date of the Note. Furthermore, upon the occurrence of an Event of Default and on
each 30-day anniversary thereof the Company shall pay to the Holder $20,000 in
cash to pay down sums owed on this Note.

     

    2.  
Seniority . The
indebtedness evidenced by this Note is hereby expressly senior, in right of
payment to the prior payment in full of all of the Company’s existing and future
Subordinated Indebtedness. As used in this Note, the term “ Subordinated
Indebtedness ” shall mean the principal of and unpaid accrued interest on
(i) indebtedness of the Company and (ii) any such indebtedness or any
debentures, notes or other evidence of indebtedness issued in exchange for such
Subordinated Indebtedness, or any indebtedness arising from the satisfaction of
such Subordinated Indebtedness by a guarantor.

    


    3.  
Security
Interest . This Note is secured by a security interest granted to the
Holder pursuant to a Stock Pledge Agreement dated the date hereof (the “ Pledge Agreement ”),
as delivered by the Company to the Holder. The Company acknowledges and agrees
that should a proceeding under any bankruptcy or insolvency law be commenced by
or against the Company, or if any of the Pledged Stock (as defined in the Pledge
Agreement) should become the subject of any bankruptcy or insolvency proceeding,
then the Holder shall be entitled to, among other relief to which the Holder may
be entitled under this Note and any other agreement to which the Company and the
Holder are parties (collectively, “Loan Documents”) and/or applicable law, an
order from the court granting immediate relief from the automatic stay pursuant
to 11 U.S.C. Section 362 to permit the Holder to exercise all of its rights and
remedies pursuant to the Loan Documents and/or applicable law. THE COMPANY
EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION
362. FURTHERMORE, THE COMPANY EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER 11
U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE
OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY,
INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE HOLDER TO
ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR
APPLICABLE LAW. The Company hereby consents to any motion for relief from stay
that may be filed by the Holder in any bankruptcy or insolvency proceeding
initiated by or against the Company and, further, agrees not to file any
opposition to any motion for relief from stay filed by the Holder. The Company
represents, acknowledges and agrees that this provision is a specific and
material aspect of the Loan Documents, and that the Holder would not agree to
the terms of the Loan Documents if this waiver were not a part of this Note. The
Company further represents, acknowledges and agrees that this waiver is
knowingly, intelligently and voluntarily made, that neither the Holder nor any
person acting on behalf of the Holder has made any representations to induce
this waiver, that the Company has been represented (or has had the opportunity
to he represented) in the signing of this Note and the Loan Documents and in the
making of this waiver by independent legal counsel selected by the Company and
that the Company has discussed this waiver with counsel.

     

    4.  
Future
Indebtedness . Without the approval of the Holder, the Company agrees
that from the date hereof until the first date on which all principal and
accrued interest on the Note are paid in full , the Company shall not incur, or
suffer to exist any Indebtedness or Liens other than Permitted Liens. Terms not
described in this paragraph 4 are defined on Schedule A.

     

    5.  
Prepayment .
The Company may prepay this Note at any time, in whole or in part, provided any
such prepayment will be applied first to the payment of expenses due under this
Note, second to interest accrued on this Note and third, if the amount of
prepayment exceeds the amount of all such expenses and accrued interest, to the
payment of principal of this Note. In addition, at such time that the Company
shall sell the Pledged Stock beneficially owned by the Company to any third
party, to the extent permitted to do so pursuant to the terms and conditions set
forth in the Pledge Agreement, the Company shall apply the proceeds received by
the Company from the sale of the Pledged Stock to prepay the Notes. Any such
prepayment will be applied first to the payment of expenses due under this Note,
second to interest accrued on this Note and third, if the amount of prepayment
exceeds the amount of all such expenses and accrued interest, to the payment of
principal of this Note.

    


    6.  
Negative Pledge
.. Without the approval of the Holder, the Company will not, and will
not permit any of its subsidiaries to create or suffer to exist any Lien other
than Permitted Liens upon any assets of the Company. Terms not described in this
paragraph 6 are defined on Schedule A
..

     

    7.  
Miscellaneous
..

     

    (a)
  Loss, Theft,
Destruction or Mutilation of Note . Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Note and, in the case of loss, theft or destruction, delivery of an
indemnity agreement reasonably satisfactory in form and substance to the Company
or, in the case of mutilation, on surrender and cancellation of this Note, the
Company shall execute and deliver, in lieu of this Note, a new note executed in
the same manner as this Note, in the same principal amount as the unpaid
principal amount of this Note and dated the date to which interest shall have
been paid on this Note or, if no interest shall have yet been so paid, dated the
date of this Note.

     

    (b)
  Payment
.. All payments under this Note shall be made in lawful tender of the United
States.

     

    (c)
  Waivers
.. The Company hereby waives notice of default, presentment or demand for
payment, protest or notice of nonpayment or dishonor and all other notices or
demands relative to this instrument.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d)
  Usury .
In the event that any interest paid on this Note is deemed to be in excess of
the then legal maximum rate, then that portion of the interest payment
representing an amount in excess of the then legal maximum rate shall be deemed
a payment of principal and applied against the principal of this
Note.

     

    (e)
  Waiver and
Amendment . Any provision of this Note may be amended, waived or modified
only by an instrument in writing signed by the party against which enforcement
of the same is sought.

     

    (f)
  Notices
.. Any notice or other communication required or permitted to be given hereunder
shall be in writing sent by mail, facsimile with printed confirmation,
nationally recognized overnight carrier or personal delivery and shall be
effective upon actual receipt of such notice, to the following addresses until
notice is received that any such address or contact information has been
changed:

     

    To the
Company:

     

    interCLICK,
Inc.

    200 Park
Avenue South

    Suite
908-909

    New York,
New York 10003

    Attn:
Chief Executive Officer

    


    To
Holder:

     

    GRQ
Consultants, Inc. 401(k)

    595 South
Federal Highway

    Suite
600

    Boca
Raton, FL 33432

    Attn:
Barry Honig

    


    (g)
  Expenses;
Attorneys’ Fees . If action is instituted to enforce or collect this
Note, the Company promises to pay all reasonable costs and expenses, including,
without limitation, reasonable attorneys’ fees and costs, incurred by the Holder
in connection with such action.

     

    (h)
  Successors and
Assigns . This Note may not be assigned or transferred by the Holder
without the prior written consent of the Company. Subject to the preceding
sentence, the rights and obligations of the Company and the Holder of this Note
shall be binding upon and benefit the successors, permitted assigns, heirs,
administrators and permitted transferees of the parties.

     

    (i)
  Governing Law;
Jurisdiction . THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO
PRINCIPLES OF CONFLICTS OF LAWS. EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO
THE EXCLUSIVE PERSONAL AND SUBJECT MATTER JURISDICTION OF THE SUPREME COURT OF
THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN OVER ANY SUIT, ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE. EACH PARTY HEREBY
IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, (A) ANY OBJECTION
THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT; AND (B) ANY CLAIM THAT ANY SUCH SUIT,
ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. FINAL JUDGMENT
IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE
AND BINDING UPON EACH PARTY DULY SERVED WITH PROCESS THEREIN AND MAY BE ENFORCED
IN THE COURTS OF THE JURISDICTION OF WHICH EITHER PARTY OR ANY OF THEIR PROPERTY
IS SUBJECT, BY A SUIT UPON SUCH JUDGMENT. This Note shall be deemed an
unconditional obligation of the Company for the payment of money and, without
limitation to any other remedies of the Holder, may be enforced against the
Company by summary proceeding pursuant to New York Civil Procedure Law and Rules
Section 3213 or any similar rule or statute in the jurisdiction where
enforcement is sought. For purposes of such rule or statute, any other document
or agreement to which the Holder and the Company are parties or which the
Company delivered to the Holder, which may be convenient or necessary to
determine the Holder’s rights hereunder or the Company’s obligations to the
Holder are deemed a part of this Note, whether or not such other document or
agreement was delivered together herewith or was executed apart from this
Note.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the Company has caused this Note to be executed as of the date
first above written by its duly authorized officer.

     

    
      
        
          	 	
                  INTERCLICK,
      INC.

                
	 	 
      	 
      
	 	
                  By:

                	
                    

                
	 	 
      	
                    Name:
      Michael Mathews

                
	 	 
      	
                    Title:
      Chief Executive Officer

                


        

      

    

    
      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

Schedule
A

    

     

    “ Capital Lease Obligation ”
means, as to any Person, any obligation that is required to be classified and
accounted for as a capital lease on a balance sheet of such Person prepared in
accordance with GAAP, and the amount of such obligation shall be the capitalized
amount thereof, determined in accordance with GAAP.

     

    “ Contingent Obligation ” means,
as to any Person, any direct or indirect liability, contingent or otherwise, of
such Person with respect to any indebtedness, lease, dividend or other
obligation of another Person if a primary purpose or intent of the Person
incurring such liability, or a primary effect thereof, is to provide assurance
to the obligee of such liability that such liability will be paid or discharged,
or that any agreements relating thereto will be complied with, or that the
holders of such liability will be protected (in whole or in part) against loss
with respect thereto.

     

    “ GAAP ” means U.S. generally
accepted accounting principles.

     

    “ Governmental Entity ” means
the government of the United States or any other nation, or any political
subdivision thereof, whether state, provincial or local, or any agency
(including any self-regulatory agency or organization), authority,
instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administration powers or
functions of or pertaining to government.

     

    “ Indebtedness ” of any Person
means, without duplication:

     

    (i)   All indebtedness for
borrowed money;

     

    (ii)   All obligations issued,
undertaken or assumed as the deferred purchase price of property or services
(other than unsecured account trade payables that are (A) entered into or
incurred in the ordinary course of the Company’s and its Subsidiaries’ business,
(B) on terms that require full payment within 90 days from the date entered into
or incurred and (C) not unpaid in excess of 90 days from the date entered into
or incurred, or are being contested in good faith and as to which such reserve
as is required by GAAP has been made;

     

    (iii)   All reimbursement or payment
obligations with respect to letters of credit, surety bonds and other similar
instruments;

     

    (iv)   All obligations evidenced by
notes, bonds, debentures, redeemable capital stock or similar instruments,
including obligations so evidenced incurred in connection with the acquisition
of property, assets or businesses;

     

    (v)   All indebtedness created or
arising under any conditional sale or other title retention agreement, or
incurred as financing, in either case with respect to any property or assets
acquired with the proceeds of such indebtedness (even though the rights and
remedies of the seller, bank or other financing source under such agreement in
the event of default are limited to repossession or sale of such
property);

    


    (vi)   All Capital Lease
Obligations;

     

    (vii)   All indebtedness referred to in
clauses (i) through (vi) above secured by (or for which the holder of such
indebtedness has an existing right, contingent or otherwise, to be secured by)
any mortgage, lien, pledge, charge, security interest or other encumbrance upon
or in any property or assets (including accounts and contract rights) owned by
any Person, even though the Person that owns such assets or property has not
assumed or become liable for the payment of such indebtedness;
and

     

    (viii)   All Contingent Obligations in
respect of indebtedness or obligations of others of the kinds referred to in
clauses (i) through (vii) above.

     

    “ Lien ” means with respect to
any asset or property, any mortgage, lien, pledge, hypothecation, charge,
security interest, encumbrance or adverse claim of any kind and any restrictive
covenant, condition, restriction or exception of any kind that has the practical
effect of creating a mortgage, lien, pledge, hypothecation, charge, security
interest, encumbrance or adverse claim of any kind (including any of the
foregoing created by, arising under or evidenced by any conditional sale or
other title retention agreement, the interest of a lessor with respect to a
Capital Lease Obligation, or any financing lease having substantially the same
economic effect as any of the foregoing).

     

    “ Permitted Lien ”
means:

     

    (i)
  Liens for taxes or other governmental charges not at the time due and
payable, or which are being contested in good faith by appropriate proceedings
diligently prosecuted, so long as foreclosure, distraint, sale or other similar
proceedings have not been initiated, and in each case for which the Company and
its Subsidiaries maintain adequate reserves in accordance with GAAP in respect
of such taxes and charges;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (ii)
  Liens arising in the ordinary course of business in favor of carriers,
warehousemen, mechanics and materialmen, or other similar Liens imposed by law,
which remain payable without penalty or which are being contested in good faith
by appropriate proceedings diligently prosecuted, which proceedings have the
effect of preventing the forfeiture or sale of the property subject thereto, and
in each case for which adequate reserves in accordance with GAAP are being
maintained;

     

    (iii)
  Liens arising in the ordinary course of business in connection with
worker’s compensation, unemployment compensation and other types of social
security (excluding Liens arising under ERISA);

     

    (iv)
  Attachments, appeal bonds (and cash collateral securing such bonds),
judgments and other similar Liens, for sums not exceeding $250,000 in the
aggregate for the Company and its Subsidiaries, arising in connection with court
proceedings, provided that the
execution or other enforcement of such Liens is effectively stayed;

     

    (v)
  Easements, rights of way, restrictions, minor defects or irregularities
in title and other similar Liens arising in the ordinary course of business and
not materially detracting from the value of the property subject thereto and not
interfering in any material respect with the ordinary conduct of the business of
the Company or any of its Subsidiaries;

    


    (vi)
  Liens arising solely by virtue of any statutory or common law provision
relating to banker’s liens, rights of set-off or similar rights and remedies and
burdening only deposit accounts or other funds maintained with a creditor
depository institution, provided that no such
deposit account is a dedicated cash collateral account or is subject to
restrictions against access by the depositor in excess of those set forth by
regulations promulgated by the Board of Governors of the U.S. Federal Reserve
System and that no such deposit account is intended by the Company or any of its
Subsidiaries to provide collateral to the depository institution;

     

    (vii)
  Liens securing Capital Lease Obligations permitted under the Security
Agreement, provided that such Liens attach only to the fixed assets financed by
such Capital Lease Obligations and such Liens attach concurrently with, or
within ninety (90) days, after the acquisition thereof.

     

    “ Person ” means an individual,
a limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, a Governmental Entity or any other legal
entity.

     

    “ Subsidiary ” means any entity
in which the Company directly or indirectly, owns any of the capital stock or
holds an equity or similar interests.