0001144204-09-017520 Sample Contracts

AMENDMENT TO ACCOUNTS RECEIVABLE FINANCING AGREEMENT
Accounts Receivable Financing Agreement • March 31st, 2009 • interCLICK, Inc. • Services-advertising

This AMENDMENT, dated as of November 24, 2008, is by and between DESKTOP ACQUISITION SUB, INC. D/B/A INTERCLICK, INC. (“Client”) and CRESTMARK COMMERCIAL CAPITAL LENDING LLC (“Crestmark”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2009 • interCLICK, Inc. • Services-advertising • New York

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 3rd day of March, 2008, by and between Desktop Interactive, Inc. d/b/a InterClick.com, a Delaware corporation (the “Corporation”) with offices at 257 Park Avenue South, Suite 602, New York, NY 10010, and Andrew Katz, an individual residing at 365 SE 6th Avenue, Apt. 307, Delray Beach, FL 33483 (the “Employee”), under the following circumstances:

ACCOUNTS RECEIVABLE FINANCING AGREEMENT
Accounts Receivable Financing Agreement • March 31st, 2009 • interCLICK, Inc. • Services-advertising • Louisiana

This Summary Disclosure is merely a summary of the attached Agreement provided for the convenience of the Client and the Client is urged to read the entire Agreement for all details. In any conflict between this Summary Disclosure and the Agreement, the Agreement prevails. Further, the Client understands that Crestmark assumes no responsibility for the accuracy of this Summary Disclosure, and is not liable for any conflict between this Summary Disclosure and the Agreement, absent gross negligence or willful misconduct. SUMMARY DISCLOSURE (all terms subject to the terms and conditions of this Agreement) Initial Purchase Price (up to): 80% Interest Rate: Prime Rate plus 1% (based upon funds employed) Servicing Fee: An incremental 0.575% each 30 days (based upon Net Face Amount)

SECOND AMENDMENT TO ACCOUNTS RECEIVABLE FINANCING AGREEMENT
Accounts Receivable Financing Agreement • March 31st, 2009 • interCLICK, Inc. • Services-advertising

This SECOND AMENDMENT, dated as of March 3, 2009, is by and between DESKTOP ACQUISITION SUB, INC. D/B/A INTERCLICK, INC. (“Client”) and CRESTMARK COMMERCIAL CAPITAL LENDING LLC (“Crestmark”).

SETTLEMENT AND RELEASE AGREEMENT
Settlement and Release Agreement • March 31st, 2009 • interCLICK, Inc. • Services-advertising • Florida

This Settlement and Release Agreement (the “Agreement”) is entered into on this _____ day of September 2008 by and among InterClick, Inc. f/k/a Customer Acquisition Network Holdings, Inc. (“InterClick”), Options Media Group Holdings, Inc. and its subsidiaries (collectively, “Options”) and Hagai Shechter (“Shechter”).

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