Common use of Compensation of Executive Clause in Contracts

Compensation of Executive. (a) The Corporation shall pay the Executive a signing bonus of $75,000 by wire transfer of immediately available funds to an account designated by the Executive upon execution of this Agreement by the Company and Executive and upon the contemporaneous closing of the merger of InterClick with and into a wholly owned subsidiary of the Company (the “Closing Date”). (b) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $250,000 per annum (the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary. (c) In addition to the Base Salary set forth in Section 4(b) above, the Executive shall be entitled to receive an annual cash bonus in an amount equal to thirty percent (30%) of his then-current Base Salary based upon the achievement of performance targets with respect to the InterClick business to be mutually agreed upon by the Executive and a majority of the Board] (the “Bonus Target”); provided, however, that in the event that the InterClick business’s performance for any fiscal year is greater than seventy-five percent (75%) but less than one hundred percent (100%) of the applicable Bonus Target, the Executive shall be entitled to the percentage of the annual bonus determined by linear interpolation (i.e., achievement of eighty-seven and one-half percent (87.5%) of the applicable Bonus Target would result in an annual bonus under this Section 4(c) of fifteen percent (15%) of the Executive’s Base Salary); provided further, however, that in the event the parties are unable to agree to a mutually acceptable Bonus Target at any time during the Term, the Executive shall receive a guaranteed annual bonus for any such fiscal year of not less than fifteen percent (15%) of the Base Salary. In his sole discretion, the Executive may elect to receive such annual bonus in capital stock at the basis determined by the Board in good faith. (d) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time. (e) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives (the “Benefit Plans”). (f) In addition to the Base Salary and the bonus compensation, the Executive shall receive options to purchase 300,000 shares of the Corporation’s Common Stock. The option agreement with respect to such options shall provide for such options to vest twenty-five percent (25%) on each anniversary of the date hereof and shall permit the Executive at least twelve (12) months after the Executive’s death or Total Disability (as defined in Section 5(a)(ii)) and at least three (3) months after the Executive’s termination of employment for any other reason to exercise such options and, other than such restrictions, neither the options nor any shares of Common Stock obtained upon exercise thereof shall be subject to forfeiture or to the Company’s or other stockholders’ right to repurchase. The options shall fully vest upon the Executive’s termination pursuant to Sections 5(a)(i), 5(a)(ii), 5(a)(iii) (provided that the Corporation provided a Non-Renewal Notice) or 5(a)(v) or by the Corporation or InterClick without “Cause” (as defined in Section 5(d)) or upon a Change in Control Transaction. The exercise price per share for such options will be $1.00 per share, subject to adjustment for dividends, splits, reclassifications and similar transactions. (g) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.

Compensation of Executive. (a) The Corporation shall pay the Executive a signing bonus of $75,000 by wire transfer of immediately available funds to an account designated by the Executive upon execution of this Agreement by the Company and Executive and upon the contemporaneous closing of the merger of InterClick with and into a wholly owned subsidiary of the Company (the “Closing Date”). (b) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of Thirty Thousand ($250,000 30,000) per annum month (the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right . The Executive’s Base Salary shall increase to decrease Forty Thousand ($40,000) per month if either of the Base Salaryfollowing events occur: (i) the market value of the Corporation’s common stock reaches or exceeds Fifty Million Dollars ($50,000,000) for seven consecutive trading days (as measured by the reported closing prices on the principal stock exchange or reporting system upon which the Corporation’s common stock is then traded or reported) or (ii) the Corporation completes a strategic acquisition in the Xxxxxxxx Basin whereby the Corporation acquires a land or mineral lease (or combination thereof) that increases the Corporation’s land holdings (section or acre basis) by at least 50%. (cb) In addition to the Base Salary set forth in Section 4(b) above4(a), the Executive shall be entitled to receive an annual cash bonus in an amount equal to thirty up to one hundred and twenty (120%) percent, but not less than eighty percent (3080%) ), of his then-current Base Salary based upon if the achievement of performance targets with respect to the InterClick business to be mutually agreed upon Corporation meets or exceeds criteria adopted by the Executive and a majority Compensation Committee of the Board] Board of Directors (the “Bonus TargetCompensation Committee”); provided, however, that in the event that the InterClick business’s performance ) for any fiscal year is greater than seventy-five percent (75%) but less than one hundred percent (100%) of the applicable Bonus Target, the Executive earning Bonuses which shall be entitled to the percentage of the annual bonus determined by linear interpolation (i.e., achievement of eighty-seven and one-half percent (87.5%) of the applicable Bonus Target would result in an annual bonus under this Section 4(c) of fifteen percent (15%) of the Executive’s Base Salary); provided further, however, that in the event the parties are unable to agree to a mutually acceptable Bonus Target at any time during the Term, the Executive shall receive a guaranteed annual bonus for any such fiscal year of not less than fifteen percent (15%) of the Base Salary. In his sole discretion, the Executive may elect to receive such annual bonus in capital stock at the basis determined adopted by the Board in good faith. (d) The Corporation Compensation Committee annually. Bonuses shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or be paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time. (e) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives (the “Benefit Plans”). (f) In addition to the Base Salary and Executive promptly after determination that the relevant targets have been met, it being understood that the attainment of any financial targets associated with any bonus compensation, shall not be determined until following the Executive shall receive options to purchase 300,000 shares completion of the Corporation’s Common Stock. The option agreement with respect to annual audit and public announcement of such options shall provide for such options to vest twenty-five percent (25%) on each anniversary of the date hereof results and shall permit the Executive at least twelve (12) months after the Executive’s death or Total Disability (as defined in Section 5(a)(ii)) and at least three (3) months after the Executive’s termination of employment for any other reason to exercise such options and, other than such restrictions, neither the options nor any shares of Common Stock obtained upon exercise thereof shall be subject to forfeiture or to the Company’s or other stockholders’ right to repurchase. The options shall fully vest upon the Executive’s termination pursuant to Sections 5(a)(i), 5(a)(ii), 5(a)(iii) (provided that the Corporation provided a Non-Renewal Notice) or 5(a)(v) or by the Corporation or InterClick without “Cause” (as defined in Section 5(d)) or upon a Change in Control Transaction. The exercise price per share for such options will be $1.00 per share, subject to adjustment for dividends, splits, reclassifications and similar transactions. (g) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of paid promptly following the Corporation. Such agreement shall provide for the indemnification ’s announcement of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafterearnings.

Compensation of Executive. (a) The Corporation shall pay the Executive a signing bonus of $75,000 by wire transfer of immediately available funds to an account designated by the Executive upon execution of this Agreement by the Company and Executive and upon the contemporaneous closing of the merger of InterClick with and into a wholly owned subsidiary of the Company (the “Closing Date”). (b) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $250,000 per annum (the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation agrees to increase itit by at least 10% per annum, but has no right to decrease the Base Salary. (cb) In addition to the Base Salary set forth in Section 4(b4(a) above, the Executive shall be entitled to receive an annual cash bonus in an amount equal to thirty one hundred percent (30100%) of his then-current Base Salary (to be paid 50% in cash, and 50% in restricted stock) based upon the achievement of performance targets with respect to the InterClick Company’s business to be mutually agreed upon by the Executive and a majority of the Board of Directors of the Corporation (the ”Board] ”) (the “Bonus Target”); provided, however, that in the event that the InterClick business’s performance for any fiscal year is greater than seventy-five percent (75%) but less than one hundred percent (100%) of the applicable Bonus Target, the Executive shall be entitled to the percentage of the annual bonus determined by linear interpolation (i.e., achievement of eighty-seven and one-half percent (87.5%) of the applicable Bonus Target would result in an annual bonus under this Section 4(c) of fifteen percent (15%) of the Executive’s Base Salary)interpolation; provided further, however, that in the event the parties are unable to agree to a mutually acceptable Bonus Target at any time during the Term, the Executive shall receive a guaranteed annual bonus for any such fiscal year of not less than fifteen percent (15%) of the Base Salary. In his sole discretion, the Executive may elect to receive the entirety of such annual bonus in capital restricted stock at the basis determined by the Board in good faith. (dc) The Corporation shall pay advance or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time. (ed) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives (the “Benefit Plans”). (f) In addition to the Base Salary and the bonus compensation, the Executive shall receive options to purchase 300,000 shares of the Corporation’s Common Stock. The option agreement with respect to such options shall provide for such options to vest twenty-five percent (25%) on each anniversary of the date hereof and shall permit the Executive at least twelve (12) months after the Executive’s death or Total Disability (as defined in Section 5(a)(ii)) and at least three (3) months after the Executive’s termination of employment for any other reason to exercise such options and, other than such restrictions, neither the options nor any shares of Common Stock obtained upon exercise thereof shall be subject to forfeiture or to the Company’s or other stockholders’ right to repurchase. The options shall fully vest upon the Executive’s termination pursuant to Sections 5(a)(i), 5(a)(ii), 5(a)(iii) (provided that the Corporation provided a Non-Renewal Notice) or 5(a)(v) or by the Corporation or InterClick without “Cause” (as defined in Section 5(d)) or upon a Change in Control Transaction. The exercise price per share for such options will be $1.00 per share, subject to adjustment for dividends, splits, reclassifications and similar transactions. (ge) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.

Compensation of Executive. (a) The Corporation shall pay the Executive a signing bonus of $75,000 by wire transfer of immediately available funds to an account designated by the Executive upon execution of this Agreement by the Company and Executive and upon the contemporaneous closing of the merger of InterClick with and into a wholly owned subsidiary of the Company (the “Closing Date”). (b) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $250,000 140,000 per annum (the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an a semi-annual basis and has the right but not the obligation agrees to increase itit by at least 10% per annum, but has no right to decrease the Base Salary. (cb) In addition to the Base Salary set forth in Section 4(b4(a) above, the Executive shall be entitled to receive an annual cash bonus in an amount equal to thirty one hundred percent (30100%) of his then-current Base Salary (to be paid 50% in cash, and 50% in restricted stock) based upon the achievement of performance targets with respect to the InterClick Company’s business to be mutually agreed upon by the Executive and a majority of the Board] Board (the “Bonus Target”); provided, however, that in the event that the InterClick business’s performance for any fiscal year is greater than seventy-five percent (75%) but less than one hundred percent (100%) of the applicable Bonus Target, the Executive shall be entitled to the percentage of the annual bonus determined by linear interpolation (i.e., achievement of eighty-seven and one-half percent (87.5%) of the applicable Bonus Target would result in an annual bonus under this Section 4(c) of fifteen percent (15%) of the Executive’s Base Salary)interpolation; provided further, however, that in the event the parties are unable to agree to a mutually acceptable Bonus Target at any time during the Term, the Executive shall receive a guaranteed annual bonus for any such fiscal year of not less than fifteen percent (15%) of the Base Salary. In his sole discretion, the Executive may elect to receive the entirety of such annual bonus in capital restricted stock at the basis determined by the Board in good faith. To date, Executive has accrued unpaid salary which the Company acknowledges as due, owing and payable to Executive. (dc) The Corporation shall pay advance or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time. (ed) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives (the “Benefit Plans”). (fe) In addition to the Base Salary and the bonus compensation, the Executive shall receive stock options to purchase 300,000 150.000 shares of the Corporation’s common stock (“Common Stock”) for serving on the Board. The option agreement with respect to such options shall provide for such options to vest twentythirty-five three percent (2533%) on each anniversary of the date hereof Commencement Date and shall permit the Executive at least twelve (12) months after the Executive’s death or Total Disability (as defined in Section 5(a)(ii)) and at least three (3) months after the Executive’s termination of employment for any other reason to exercise such options and, other options.. Other than such restrictionsrestrictions on exercise, neither the options nor any shares of Common Stock obtained upon exercise thereof shall be subject to forfeiture or to the Company’s or other stockholders’ right to repurchase. The options shall fully vest upon the Executive’s termination pursuant to Sections 5(a)(i), 5(a)(ii), 5(a)(iii) (provided that the Corporation provided a Non-Renewal Notice) or 5(a)(v) or by the Corporation or InterClick without “Cause” (as defined in Section 5(d)) or upon a Change in Control Transaction. The exercise price per share for such options will be $1.00 per share, subject to adjustment for dividends, splits, reclassifications and similar transactions. (gf) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.

Compensation of Executive. (a) The Corporation shall pay the Executive a signing bonus of $75,000 by wire transfer of immediately available funds to an account designated by the Executive upon execution of this Agreement by the Company and Executive and upon the contemporaneous closing of the merger of InterClick with and into a wholly owned subsidiary of the Company (the “Closing Date”). (b) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $250,000 per annum (the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation agrees to increase itit by at least 10% per annum, but has no right to decrease the Base Salary. (cb) In addition to the Base Salary set forth in Section 4(b4(a) above, the Executive shall be entitled to receive an annual cash bonus in an amount equal to thirty one hundred percent (30100%) of his then-current Base Salary (to be paid 50% in cash, and 50% in restricted stock) based upon the achievement of performance targets with respect to the InterClick Company’s business to be mutually agreed upon by the Executive and a majority of the Board] Board (the “Bonus Target”); provided, however, that in the event that the InterClick business’s performance for any fiscal year is greater than seventy-five percent (75%) but less than one hundred percent (100%) of the applicable Bonus Target, the Executive shall be entitled to the percentage of the annual bonus determined by linear interpolation (i.e., achievement of eighty-seven and one-half percent (87.5%) of the applicable Bonus Target would result in an annual bonus under this Section 4(c) of fifteen percent (15%) of the Executive’s Base Salary)interpolation; provided further, however, that in the event the parties are unable to agree to a mutually acceptable Bonus Target at any time during the Term, the Executive shall receive a guaranteed annual bonus for any such fiscal year of not less than fifteen percent (15%) of the Base Salary. In his sole discretion, the Executive may elect to receive the entirety of such annual bonus in capital restricted stock at the basis determined by the Board in good faith. (dc) The Corporation shall pay advance or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time. (ed) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives (the “Benefit Plans”). (f) In addition to the Base Salary and the bonus compensation, the Executive shall receive options to purchase 300,000 shares of the Corporation’s Common Stock. The option agreement with respect to such options shall provide for such options to vest twenty-five percent (25%) on each anniversary of the date hereof and shall permit the Executive at least twelve (12) months after the Executive’s death or Total Disability (as defined in Section 5(a)(ii)) and at least three (3) months after the Executive’s termination of employment for any other reason to exercise such options and, other than such restrictions, neither the options nor any shares of Common Stock obtained upon exercise thereof shall be subject to forfeiture or to the Company’s or other stockholders’ right to repurchase. The options shall fully vest upon the Executive’s termination pursuant to Sections 5(a)(i), 5(a)(ii), 5(a)(iii) (provided that the Corporation provided a Non-Renewal Notice) or 5(a)(v) or by the Corporation or InterClick without “Cause” (as defined in Section 5(d)) or upon a Change in Control Transaction. The exercise price per share for such options will be $1.00 per share, subject to adjustment for dividends, splits, reclassifications and similar transactions. (ge) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.

Compensation of Executive. (a) The Corporation shall pay the Executive a signing bonus of $75,000 by wire transfer of immediately available funds to an account designated by the Executive upon execution of this Agreement by the Company and Executive and upon the contemporaneous closing of the merger of InterClick with and into a wholly owned subsidiary of the Company (the “Closing Date”). (b) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $250,000 150,000 per annum (the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary. (cb) In addition to the Base Salary set forth in Section 4(b4(a) above, the Executive shall be entitled to receive an annual cash bonus in an amount equal to thirty fifty percent (3050%) of his then-current Base Salary based upon the achievement of performance targets with respect to the InterClick Company’s business to be mutually agreed upon by the Executive and a majority of the Board] CEO (the “Bonus Target”); provided, however, that in the event that the InterClick business’s performance for any fiscal year is greater than seventy-five percent (75%) but less than one hundred percent (100%) of the applicable . The initial Bonus Target, the Executive Target shall be entitled to the percentage of the annual bonus determined by linear interpolation (i.e.July 1, achievement 2012 and shall be determined on or before July 1 of eighty-seven and one-half percent (87.5%) of the applicable Bonus Target would result in an annual bonus under this Section 4(c) of fifteen percent (15%) of the Executive’s Base Salary); provided further, however, that in the event the parties are unable to agree to a mutually acceptable Bonus Target at any time during the Term, the Executive shall receive a guaranteed annual bonus for any such fiscal each year of not less than fifteen percent (15%) of the Base Salarythereafter. In his her sole discretion, the Executive may elect to receive all or any part of such annual bonus in capital cash or restricted stock at the basis value determined by the Board in good faith. (dc) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time, provided that such reimbursement shall be made within 15 days following delivery of supporting documentation. (ed) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives (the “Benefit Plans”). (fe) In addition to the Base Salary and the bonus compensation, the Executive shall receive options to purchase 300,000 150,000 shares of the Corporation’s Common Stock. The option agreement with respect to such options shall provide for such options to vest twenty-twenty five percent (25%) on each anniversary of the date hereof and shall permit the Executive at least twelve (12) months after the Executive’s death or Total Disability (as defined in Section 5(a)(ii)) and at least three (3) months after the Executive’s termination of employment for any other reason to exercise such vested options and, other than such restrictions, neither the options nor any shares of Common Stock obtained upon exercise thereof shall be subject to forfeiture or to the Company’s or other stockholders’ right to repurchase. The option agreement with respect to such options shall allow the Executive to exercise the options granted thereby on a “cashless basis.” The options shall fully vest upon the Executive’s termination pursuant to Sections 5(a)(i), 5(a)(ii), 5(a)(iii) (provided that the Corporation provided a Non-Renewal Notice) or 5(a)(v) or by the Corporation or InterClick without “Cause” (as defined in Section 5(d)) or upon a Change in Control Transaction. The exercise price per share for such options will be $1.00 per share, subject to adjustment for dividends, splits, reclassifications and similar transactions. The option agreement shall be delivered by July 1, 2012. (gf) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter, provided that the Corporation continues to maintain directors’ and officers’ insurance and such tail coverage is available at a reasonable cost. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter, provided that such coverage can be maintained at reasonable cost.

Compensation of Executive. (a) The Corporation shall pay the Executive a signing bonus of $75,000 by wire transfer of immediately available funds to an account designated by the Executive upon execution of this Agreement by the Company and Executive and upon the contemporaneous closing of the merger of InterClick with and into a wholly owned subsidiary of the Company (the “Closing Date”). (b) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $250,000 per annum (the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations, except as noted otherwise below. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation agrees to increase itit by at least 10% per annum, but has no right to decrease the Base Salary. For the period commencing with the Agreement’s outset and ending on July 4th, 2011, the Corporation shall pay the Executive a fee in lieu of salary at a rate of $10,000 per month pursuant to a separate consulting agreement with Executive (see Consulting Agreement attached). From July 4th, 2011 until September 30th, 2011, the Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments, the sum of $125,000 per annum (the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. From October 1st, 2011 onwards for the balance of the Term and any Renewal Term, the Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments, the sum of $250,000 per annum (the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. (cb) In addition to the Base Salary set forth in Section 4(b4(a) above, the Executive shall be entitled to receive an annual cash bonus in an amount equal to thirty one hundred percent (30100%) of his then-current Base Salary (to be paid 50% in cash, and 50% in restricted stock) based upon the achievement of performance targets with respect to the InterClick Company’s business to be mutually agreed upon by the Executive and a majority of the Board] Board (the “Bonus Target”); provided, however, that in the event that the InterClick business’s performance for any fiscal year is greater than seventy-five percent (75%) but less than one hundred percent (100%) of the applicable Bonus Target, the Executive shall be entitled to the percentage of the annual bonus determined by linear interpolation (i.e., achievement of eighty-seven and one-half percent (87.5%) of the applicable Bonus Target would result in an annual bonus under this Section 4(c) of fifteen percent (15%) of the Executive’s Base Salary)interpolation; provided further, however, that in the event the parties are unable to agree to a mutually acceptable Bonus Target at any time during the Term, the Executive shall receive a guaranteed annual bonus for any such fiscal year of not less than fifteen percent (15%) of the Base Salary. In his sole discretion, the Executive may elect to receive the entirety of such annual bonus in capital restricted stock at the basis determined by the Board in good faith. (dc) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time. (ed) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives (the “Benefit Plans”). (fe) In addition to the Base Salary and the bonus compensation, the Executive shall receive options to purchase 300,000 shares of the Corporation’s Common Stock. The option agreement with respect to such options shall provide for such options to vest twenty-twenty five percent (25%) on each anniversary of the date hereof and shall permit the Executive at least twelve (12) months after the Executive’s death or Total Disability (as defined in Section 5(a)(ii)) and at least three (3) months after the Executive’s termination of employment for any other reason to exercise such options and, other than such restrictions, neither the options nor any shares of Common Stock obtained upon exercise thereof shall be subject to forfeiture or to the Company’s or other stockholders’ right to repurchase. The option agreement with respect to such options shall allow the Executive to exercise the options granted thereby on a “cashless basis.” The options shall fully vest upon the Executive’s termination pursuant to Sections 5(a)(i), 5(a)(ii), 5(a)(iii) (provided that the Corporation provided a Non-Renewal Notice) or 5(a)(v) or by the Corporation or InterClick without “Cause” (as defined in Section 5(d)) or upon a Change in Control Transaction. The exercise price per share for such options will be $1.00 per share, subject to adjustment for dividends, splits, reclassifications and similar transactions. (gf) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.

Compensation of Executive. A. As compensation for the services and duties performed and to be performed by Executive as provided in this Agreement, the Company agrees to pay Executive a salary in the amount of Fifty Four Thousand dollars ($54,000) per annum, less applicable withholding, F.I.C.A., and other lawful deductions, such salary to be payable semi-monthly, in equal installments, in arrears, and otherwise in accordance with the Company’s payroll policies in effect from time to time; provided, however, this base salary shall be increased to Eighty Four Thousand dollars ($84,000) per annum upon closing of a private placement of the Company’s debt or equity securities resulting in gross proceeds to the Company of at least $4,000,000; provided further, however, this base salary shall be increased to One Hundred Thousand dollars ($100,000) per annum if (a) Executive is required to work on a full-time basis under this Agreement, and (b) after the closing of a private placement of the Company’s debt or equity securities resulting in gross proceeds to the Company of at least $4,000,000. B. Executive will be entitled to receive a bonus in the amounts set forth on Appendix A hereto. It is understood and agreed that the “Gross Revenue Target” need not be met each year to trigger the bonus payment for each year; rather the bonus payout will be reduced (or increased) proportionately for any such percentage shortfall (or increase) of the Gross Revenue Target for such year. See Appendix A for examples. Any bonus payment earned under this Section may be payable in cash, options, or common stock, in the discretion of the Board. C. Employee shall be granted stock awards of the Company’s common stock, $.001 par value (“Common Stock”) and options to purchase shares of Common Stock as set forth on Appendix B hereto. The Corporation stock awards and stock options shall pay the Executive be granted pursuant to a signing bonus of $75,000 by wire transfer of immediately available funds stock incentive plan (“Plan”) to an account designated by the Executive upon execution of this Agreement be adopted by the Company and Executive and upon the contemporaneous closing shall become effective as of the merger of InterClick with and into a wholly owned subsidiary effective date of the Plan. The stock awards and stock option awards granted under this section shall be subject to the terms, definitions, and provisions of the Plan and any separate award agreement or option agreement (each an “Award Agreement”) by and between you and the Company (relating to the “Closing Date”)stock award or the stock option award. (b) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $250,000 per annum (the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary. (c) In addition to the Base Salary set forth in Section 4(b) above, the D. Executive shall be entitled to also receive an annual cash a one time bonus in an amount equal to thirty percent Fifty Four Thousand dollars (30%) of his then-current Base Salary based upon the achievement of performance targets with respect $54,000), which reflects payment equal to the InterClick business to be mutually agreed upon by salary set forth in Section 5.A. above, for services rendered since the Executive and a majority beginning of the Board] (the “Bonus Target”); providedCompany’s 2007 fiscal year. E. Executive shall be authorized to incur, however, that in the event that the InterClick business’s performance for any fiscal year is greater than seventy-five percent (75%) but less than one hundred percent (100%) of the applicable Bonus Target, the Executive and shall be entitled to receive prompt reimbursement for, all reasonable expenses incurred by Executive in performing her duties and carrying out the percentage of the annual bonus determined by linear interpolation responsibilities hereunder, including business meals, entertainment, and travel expenses (i.e.which includes business class airfare and four star hotel accommodations), achievement of eighty-seven and one-half percent (87.5%) provided that Executive complies with all of the applicable Bonus Target would result in an annual bonus under this Section 4(c) of fifteen percent (15%) policies, practices and procedures of the Company related to the submission of expense reports, receipts, or similar documentation of those expenses. The Company shall either pay directly, or reimburse Executive for such expenses in accordance with Company policies. F. In addition to the amounts set forth above, for the term of Executive’s Base Salary); provided further, however, that in the event the parties are unable to agree to a mutually acceptable Bonus Target at any time during the Termemployment, the Company agrees to provide to Executive, at the Company’s sole expense, health insurance coverage for Executive (with any such coverage for Executive’s dependents, if desired by Executive, to be provided at the Company’s sole expense) under the health insurance plan maintained by the Company from time to time. The Company shall also provide, at the Company’s sole expense, life insurance coverage on Executive’s life in a face amount at least equal to base salary, and shall also provide Executive with both long term and short term disability insurance for Executive in amounts and under terms acceptable to the Company, all at the Company’s sole cost and expense. Also, Executive shall receive a guaranteed annual bonus for have the option to participate in any such fiscal year of not less than fifteen percent (15%) of salary deferral, 401(k), SEP, or savings plan or other similar plan which the Base SalaryCompany or its successors or assigns makes available to its employees. In his sole discretion, the Executive may elect shall be required to receive such annual bonus in capital stock at the basis determined by the Board in good faith. (d) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent comply with the Corporation’s policy for reimbursement conditions attendant to coverage by such plans and shall comply with and be entitled to benefits only in accordance with the terms and conditions of expenses such plans as they may be amended from time to time. G. The Company shall use commercially reasonable efforts to purchase and maintain a Directors and Officers liability insurance policy on terms and conditions deemed acceptable by the Board of Directors, acting in good faith, which policy shall cover Executive at all times during her employment Term, including any Renewal Term(s). Such liability insurance shall be at a value of a minimum of One Million dollars (e$1,000,000). It is understood and agreed that the Company will not be required to procure insurance per this paragraph until the Company has working capital (as set forth in its financial statements filed with the Securities and Exchange Commission) The in excess of $450,000. H. During the Term, Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives (the “Benefit Plans”). (f) In addition to the Base Salary and the bonus compensation, the Executive shall receive options to purchase 300,000 shares of the Corporation’s Common Stock. The option agreement with respect to such options shall provide for such options to vest twenty-five percent (25%) on each anniversary of the date hereof and shall permit the Executive at least twelve (12) months after the Executive’s death or Total Disability (as defined in Section 5(a)(ii)) and at least three (3) months after weeks of annual vacation time per calendar year determined in accordance with the Executive’s termination vacation policies of employment for any other reason the Company from time to exercise such options and, other than such restrictions, neither time in effect. I. No additional compensation (above the options nor any shares of Common Stock obtained upon exercise thereof compensation referred to in this Paragraph 5) shall be subject due or payable by Company to forfeiture Executive under this Agreement, but nothing in this Agreement shall prohibit the Company from paying Executive any additional amount as a bonus or otherwise, as the Company may determine from time to the Company’s or other stockholders’ right to repurchase. The options shall fully vest upon the Executive’s termination pursuant to Sections 5(a)(i), 5(a)(ii), 5(a)(iii) (provided that the Corporation provided a Non-Renewal Notice) or 5(a)(v) or by the Corporation or InterClick without “Cause” (as defined in Section 5(d)) or upon a Change in Control Transaction. The exercise price per share for such options will be $1.00 per share, subject to adjustment for dividends, splits, reclassifications and similar transactionstime. (g) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.

Compensation of Executive. (a) The Corporation shall pay the Executive a signing bonus of $75,000 by wire transfer of immediately available funds to an account designated by the Executive upon execution of this Agreement by the Company and Executive and upon the contemporaneous closing of the merger of InterClick with and into a wholly owned subsidiary of the Company (the “Closing Date”). (b) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of (i) Fifteen Thousand Dollars ($250,000 15,000) per annum month for each of the first six months of the Term, (ii) Twenty Thousand Dollars ($20,000) per month for each of the second six months of the Term, and (iii) Twenty Five Thousand Dollars ($25,000) per month for each month of the Term thereafter (the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary. (cb) In addition to the Base Salary set forth in Section 4(b4(a) above, the Executive shall be entitled to receive an annual cash such bonus compensation (in an amount equal to thirty percent (30%cash, capital stock or other property) of his then-current Base Salary based upon the achievement of performance targets with respect to the InterClick business to be mutually agreed upon by the Executive and as a majority of the Board] (the “Bonus Target”); provided, however, that in the event that the InterClick business’s performance for any fiscal year is greater than seventy-five percent (75%) but less than one hundred percent (100%) members of the applicable Bonus Target, the Executive shall be entitled to the percentage Board of Directors of the annual bonus determined by linear interpolation (i.e., achievement of eighty-seven and one-half percent (87.5%) of the applicable Bonus Target would result Corporation may determine from time to time in an annual bonus under this Section 4(c) of fifteen percent (15%) of the Executive’s Base Salary); provided further, however, that in the event the parties are unable to agree to a mutually acceptable Bonus Target at any time during the Term, the Executive shall receive a guaranteed annual bonus for any such fiscal year of not less than fifteen percent (15%) of the Base Salary. In his their sole discretion, the Executive may elect to receive such annual bonus in capital stock at the basis determined by the Board in good faith. (dc) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time. (ed) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, plans as the Corporation provides to its senior executives (the “Benefit Plans”). (fe) In addition to Upon the Base Salary and the bonus compensationexecution hereof, the Corporation shall grant the Executive (i) 2,500,000 shares of restricted stock under the Corporation’s 2008 Stock Incentive Plan (the “2008 Plan”) that shall receive not be subject to any vesting period and (ii) options to purchase 300,000 an aggregate of 2,250,000 shares of the Corporation’s Common Stockcommon stock (“Options”) under the Plan. The option agreement with respect to such options per share exercise price of the Options shall provide for such options to vest be $0.30, which represents the fair market value per share of the Corporation’s common stock on the date of grant. The term of the Option shall be ten years from the date of grant. One twenty-five percent fourth (254.167%) of the Options shall become exercisable on each monthly anniversary of the date hereof and shall permit the Executive at least twelve (12) months after the Executive’s death or Total Disability (as defined in Section 5(a)(ii)) and at least three (3) months after the Executive’s termination of employment for any other reason to exercise such options and, other than such restrictions, neither the options nor any shares of Common Stock obtained upon exercise thereof shall be subject to forfeiture or to the Company’s or other stockholders’ right to repurchase. The options shall fully vest upon the Executive’s termination pursuant to Sections 5(a)(i), 5(a)(ii), 5(a)(iii) (provided that the Corporation provided a Non-Renewal Notice) or 5(a)(v) or by the Corporation or InterClick without “Cause” (as defined in Section 5(d)) or upon a Change in Control Transaction. The exercise price per share for such options will be $1.00 per share, subject to adjustment for dividends, splits, reclassifications and similar transactionsgrant. (g) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.