STOCK PLEDGE AGREEMENT

STOCK PLEDGE AGREEMENT

STOCK PLEDGE AGREEMENT (this “ Agreement ”), dated September 26, 2008 by and between interCLICK, Inc., a Delaware corporation (the “ Pledgor ”), GRQ Consultants, Inc. 401(k) (“ GRQ ”) and Barry Honig (“ Honig ” and together with GRQ, the “ Pledgees ”);

WITNESSETH :

WHEREAS , (i) GRQ will lend $650,000.00 to the Pledgor, with such loan to be evidenced by a promissory note in the principal amount of $650,000.00 (the “ GRQ Note ”) and (ii) Honig will lend $650,000.00 to the Pledgor, with such loan to be evidenced by a promissory note in the principal amount of $650,000.00 (the “ Honig Note ” and together with the GRQ Note, the “ Notes ”);

WHEREAS, in order to induce the Pledgees to make the above described loans and accept the Notes, the Pledgor has agreed to secure all of the Pledgor’s obligations under the Notes with the grant to the Pledgees of a first priority security interest in the stock identified on Schedule A hereto;

NOW, THEREFORE , in consideration of the promises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.    Definitions .

The following terms shall have the following meanings wherever used in this Agreement:

(a)   “ Event of Default ” shall have the meaning given thereto in the Notes.

(b)   “ Obligations ” shall mean all principal and interest and other amounts which may be due and payable under the Notes, whether upon stated maturity, by acceleration, or otherwise, outstanding at any time and any amounts due and payable pursuant to this Agreement.

2.    Pledge of the Pledged Stock/Additional Deposits .

(a)    As security for the due and timely payment and performance of all of the Obligations, the Pledgor hereby pledges to the Pledgees, and grants to the Pledgees a first priority lien and security interest in all of: (i) the Pledged Stock (as same are constituted from time to time), together with all cash dividends, stock dividends, interest, profits, premiums, redemptions, warrants, subscription rights, options, substitutions, exchanges and other distributions now or hereafter made on the Pledged Stock and all cash and non-cash proceeds thereof; and (ii) all other property at any time pledged to the Pledgees hereunder or in which the Pledgees are granted a security interest (whether described herein or not) and all income therefrom and proceeds thereof. in each case until the Satisfaction Date.

(b)    In furtherance of the pledge hereunder, the Pledgor will deliver to the Pledgees not later than October 2, 2008, the certificates representing all of the Pledged Stock, each of which now remains in the name of the Pledgor and is accompanied by appropriate undated stock powers duly endorsed in blank by the Pledgor bearing “medallion” signature guarantees.

(c)   If, while this Agreement is in effect, the Pledgor becomes entitled to receive or receives any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, or in exchange for, any Pledged Stock or otherwise, the Pledgor agrees to accept the same as agent for the Pledgees, to hold the same in trust on behalf of and for the benefit of the Pledgees, and to deliver the same promptly upon receipt to the Pledgees in the exact form received, with the endorsement of the Pledgor when necessary and/or appropriate undated “medallion” stock or other powers duly executed in blank, to be held by the Pledgees, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid on or in respect of the Pledged Stock on the liquidation or dissolution of OMGH shall be paid over to the Pledgees, to be held by the Pledgees, subject to the terms and conditions hereof, as additional collateral security for the Obligations.

3.    Retention of the Pledged Stock .

(a)    Except as otherwise provided herein, the Pledgees shall have no obligation with respect to the Pledged Stock, except to use reasonable care in the custody and preservation thereof, to the extent required by law.

(b)    The Pledgees shall hold the Pledged Stock in the form in which same are delivered herewith, unless and until there shall occur an Event of Default.

4.    Rights of the Pledgor . Throughout the term of this Agreement, so long as no Event of Default has occurred and is continuing, the Pledgor shall have the right to vote the Pledged Stock in all matters presented to the stockholders of OMGH for vote thereon, except in a manner inconsistent with the terms of this Agreement or detrimental to the interests of the Pledgees.

5.    Event of Default; Power of Attorney .

(a)    Upon the occurrence and during the continuance of any Event of Default, the Pledgees shall have the right to: (i) exercise all voting and corporate rights of, and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to, any Pledged Stock as if the Pledgees were the absolute owners thereof, including (without limitation) the right to exchange, at their discretion, any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other readjustment of OMGH or upon the exercise by the Pledgor or the Pledgees of any right, privilege or option pertaining to any of the Pledged Stock and, in connection therewith, to deposit and deliver any and all of the Pledged Stock with any committee, depository, transfer agent, registrar or other designated agency on such terms and conditions as the Pledgees may determine, all without liability except to account for property actually received by them; (ii) apply any funds or other property received in respect of the Pledged Stock to the Obligations, and receive in their own name any and all further distributions which may be paid in respect of the Pledged Stock, all of which shall, upon receipt by the Pledgees, be applied to the Obligations; (iii) transfer all or any portion of the Pledged Stock (as determined by the Pledgees in their discretion) on the books of OMGH to and in the name of the Pledgees or such other person or persons as the Pledgees may designate; (iv) affect any sale, transfer or disposition of all or any portion of the Pledged Stock and in furtherance thereof, take possession of and endorse any and all checks, drafts, bills of exchange, money orders or other documents and instruments received on account of the Pledged Stock; (v) collect, sue for and give acquittance for any money due on account of any of the foregoing; and (vi) take any and all other action contemplated by this Agreement, or as otherwise permitted by law, or as the Pledgees may reasonably deem necessary or appropriate, in order to accomplish the purposes of this Agreement.

(b)    In furtherance of the foregoing powers of the Pledgees, the Pledgor hereby authorizes and appoints each Pledgee, with full powers of substitution, as the true and lawful attorney-in-fact of the Pledgor, in its name, place and stead, to take any and all such action as each Pledgee, in his or its sole discretion, may deem necessary or appropriate in furtherance of the exercise of the aforesaid powers. Such power of attorney shall be coupled with an interest, and shall be irrevocable until the Satisfaction Date. Without limitation of the foregoing, such power of attorney shall not in any manner be affected or impaired by reason of any act of the Pledgor or by operation of law. Nothing herein contained, however, shall be deemed to require or impose any duty upon a Pledgee to exercise any of the rights or powers granted herein.

(c)    The foregoing rights and powers granted to the Pledgees, and the foregoing power of attorney, shall be fully binding upon any person who may acquire any beneficial interest in any of the Pledged Stock or any other property held or received by the Pledgees hereunder.

6.    Foreclosure; Sale of Pledged Stock .

(a)    Without limitation of Paragraph 5 above, in the event that the Pledgees shall make any sale or other disposition of any or all of the Pledged Stock following an Event of Default, the Pledgees may also:

(i)   offer and sell all or any portion of the Pledged Stock publicly through a registered broker-dealer, or by means of a private