GRQ Consultants, Inc.
401(k)
595 South Federal Highway
Suite 600
Boca Raton, Florida 33432
December 30, 2008
interCLICK,
Inc.
257 Park Avenue
South
Suite
602
New York, New
York 10010
Attn: Chief
Executive Officer
Re: Amendment to 6% Senior
Promissory Note
Ladies and
Gentlemen:
Reference is hereby made to that certain 6%
Senior Promissory Note, dated September 26, 2008, issued by
interCLICK, Inc., a Delaware corporation (the “
Company ”), to GRQ Consultants, Inc. 401(k) (“
GRQ ”) in the original principal amount of $650,000.00
(the “ Note ”), of which $650,000.00 principal
amount remains outstanding on the date hereof.
GRQ and the Company hereby agree that, subject
to, and effective upon, the receipt by GRQ of $250,000 by wire
transfer of immediately available funds in accordance with the
instructions set forth on Exhibit A hereto (the “
Payment ”), which amount shall reduce the principal
amount of the note to $400,000, from the Company by no later than
5:00 p.m. New York
