THE
SHARES REPRESENTED BY THIS CONVERTIBLE NOTE AND THE CONVERTIBLE NOTE HAVE NOT
BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE
SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM SUCH APPLICABLE LAWS
EXIST.

    


    CONVERTIBLE
NOTE

    


    
      	
              $100,000

            	
              June
      5, 2009

            


    

    


    FOR VALUE RECEIVED, interCLICK, Inc., a
Delaware corporation (the “Company”), hereby promises to pay to the order of GRQ
Consultants, Inc. 401(k) (the “Holder”) at 595 South Federal Highway, Suite 600,
Boca Raton, FL 33432, or at such other office as the Holder designates in
writing to the Company, the principal sum of $100,000 together with interest
thereon computed at the annual rate of six percent (6%).  Principal
and interest shall be due and payable on December 31, 2009 unless this Note has
been prepaid by the Company or converted as provided below.  While in
default, this Note shall bear interest at the rate of 18% per annual or such
maximum rate of interest allowable under the laws of the State of Delaware.
Payments shall be made in lawful money of the United States.

    


    1.           Conversion to Common
Stock.  The Holder shall have the right to convert this Note
into shares of common stock of the Company at the rate of $2.00 per share as
adjusted (the “Conversion Price”) at any time.

    


    2.           Anti-Dilution
Protection.

    


    (a)           In
the event, prior to the payment of this Note, the Company shall issue any of its
shares of common stock as a stock dividend or shall subdivide the number of
outstanding shares of common stock into a greater number of shares, then, in
either of such events, the shares obtainable pursuant to conversion of this Note
shall be increased  proportionately; and, conversely, in the event
that the Company shall reduce the number of outstanding shares of common stock
by combining such shares into a smaller number of shares, then, in such event,
the number of shares of common stock obtainable pursuant to the conversion of
this Note shall be decreased  proportionately.  Any dividend
paid or distributed upon the common stock in shares of any other class of
capital stock of the Company or securities convertible into shares of common
stock shall be treated as a dividend paid in common stock to the extent that the
shares of common stock are issuable upon the conversion of the
Note.  In the event that the Company shall pay a dividend consisting
of the securities of any other entity or in cash or other property, upon
conversion of this Note, the Holder shall receive the securities, cash, or
property which the Holder would have been entitled to if the Holder had
converted this Note immediately prior to the record date of such
dividend.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (b)           In
the event, prior to the payment of this Note, the Company shall be recapitalized
by reclassifying its outstanding common stock (other than into shares of common
stock with a different par value, or by changing its outstanding shares of
common stock to shares without par value), or in the event the Company or a
successor corporation, partnership, limited liability company or other entity
(any of which is defined as a “Corporation”) shall consolidate or merge with or
convey all or substantially all of its, or of any successor Corporation’s
property and assets to any other Corporation or Corporations (any such other
Corporation being included within the meaning of the term  “successor
Corporation” used in the context of any consolidation or merger of any other
Corporation with, or the sale of all or substantially all of the property of any
such other Corporation to, another Corporation or Corporations), or in the event
of any other material change in the capital structure of the Company or of any
successor Corporation by reason of any reclassification, reorganization,
recapitalization, consolidation, merger, conveyance or otherwise, then, as a
condition of any such reclassification, reorganization, recapitalization,
consolidation, merger or conveyance, a prompt, proportionate, equitable, lawful
and adequate provision shall be made whereby the Holder of this Note shall
thereafter have the right to purchase, upon the basis and the terms and
conditions specified in this Note, in lieu of the securities of the Company
theretofore purchasable upon the conversion of this Note, such shares,
securities or assets as may be issued or payable with respect to or in exchange
for the number of securities of the Company theretofore obtainable upon
conversion of this Note as provided above had such reclassification,
reorganization, recapitalization, consolidation, merger or conveyance not taken
place; and in any such event, the rights of the Holder of this Note to any
adjustment in the number of shares of common stock obtainable upon conversion of
this Note, as provided, shall continue and be preserved in respect of any
shares, securities or assets which the Holder becomes entitled to
obtain.  Notwithstanding anything herein to the contrary, this
paragraph 2 shall not apply to a merger with a subsidiary provided the Company
is the continuing Corporation and provided further such merger does not result
in any reclassification, capital reorganization or other change of the
securities issuable under this Note.  The foregoing provisions of this
paragraph 2(b) shall apply to successive reclassification, capital
reorganizations and changes of securities and to successive consolidation,
mergers, sales or conveyances.

    


    (c)           In
the event the Company, at any time while this Note shall remain outstanding,
shall sell all or substantially all of its assets, or dissolves, liquidates, or
winds up its affairs, prompt, proportionate, equitable, lawful and adequate
provision shall be made as part of the terms of any such sale, dissolution,
liquidation, or winding up such that the Holder of this Note may thereafter
receive, upon exercise hereof, in lieu of the securities of the Company which it
would have been entitled to receive, the same kind and amount of any shares,
securities or assets as may be issuable, distributable or
payable  upon any such sale, dissolution, liquidation or winding up
with respect to each common share of the Company; provided, however, that in the
event of any such sale, dissolution, liquidation or winding up, the right to
convert this Note shall terminate on a date fixed by the Company, such date so
fixed to be not earlier than 6:00 p.m., New York time, on the 30th day after the
date on which notice of such termination of the right to convert this Note has
been given by mail to the Holder of this Note at such Holder’s address as it
appears on the books of the Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    3.           Event of
Default.  In the event the Company shall commence any case,
proceeding or other action under any existing or future law of any jurisdiction,
domestic or foreign, relating to bankruptcy, insolvency, reorganization, or
relief of debtors, seeking to have an order for relief entered with respect to
it, or seeking to adjudicate it as bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other relief with respect to its debts, or seeking appointment of
a receiver, custodian, trustee or other similar official for it or for all or
any substantial part of its assets; or there shall be commenced against the
Company, any case, proceeding or other action which results in the entry of an
order for relief or any such adjudication or appointment remains undismissed,
undischarged or unbonded for a period of 30 days; or there shall be commenced
against the Company, any case, proceeding or other action seeking issuance of a
warrant of attachment, execution, restraint or similar process against all or
any substantial part of its assets which results in the entry of an order for
any such relief which shall not have been vacated, discharged, or stayed or
bonded pending appeal within 10 days from the entry thereof; or the Company
shall make an assignment for the benefit of creditors; or the Company shall be
unable to, or shall admit in writing the inability to, pay its debts as they
become due; or the Company shall take any action indicating its consent to,
approval of, or acquiescence in, or in furtherance of, any of the foregoing;
then, or any time thereafter during the continuance of any of such events, the
entire unpaid balance of this Note then outstanding, together with accrued
interest thereon, if any, shall be and become immediately due and payable
without notice of demand by Holder.

    


    
      4.           Prepayment.  The
Note together with any accrued but unpaid interest may be prepaid at any time
for cash on 30 days’ prior written notice, subject to the right of the Holder to
convert the Note into shares of common stock of the Company prior to any
optional prepayment.

    

    


    6.           Miscellaneous.

    


    (a)           All
makers and endorsers now or hereafter becoming parties hereto jointly and
severally waive demand, presentment, notice of non-payment and
protest.

    


    (b)           This
Note may not be changed or terminated orally, but only with an agreement in
writing, signed by the parties against whom enforcement of any waiver, change,
modification, or discharge is sought with such agreement being effective and
binding only upon attachment hereto.

    


    (c)           This
Note and the rights and obligations of the Holder and of the undersigned shall
be governed and construed in accordance with the laws of the State of
Delaware.

    


    


    IN WITNESS WHEREOF, the Company has
caused this Note to be executed as of the date aforesaid.

    


    
      
        
          	
                  By:

                	  
      
	 
      	
                  Michael
      Mathews, Chief Executive
Officer