AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION



                                STANDARD SUBLEASE



                 (Long-form to be used with pre-1996 AIR leases)



                  1. Parties. This Sublease, dated, for reference purposes only,

June 1, 2000, is made by and between Coyote Network Systems, Inc., a Delaware

Corporation ("Sublessor") and ValueClick, Inc., a Delaware corporation

("Sublessee").



                  2. Premises. Sublessor hereby subleases to Sublessee and

Sublessee hereby subleases from Sublessor for the term, at the rental, and upon

all of the conditions et forth herein, that certain real property, including all

improvements therein, and commonly known by the street address of 4360 Park

Terrace Drive, Suite 100, Westlake Village located in the County of Los Angeles,

State of California and generally described as (describe briefly the nature of

the property) Suite 100 at 4360 Park Terrace Drive in Westlake Village, as

described in the site plan attached as Exhibit 2 and incorporated herein by this

reference, for the entire first floor consisting of approximately 23,000

rentable square feet ("Premises").



                  3. Term



                  3.1 Term. The term of this Sublease shall be for Thirty (30)

months commencing on June 15, 2000 and ending on December 14, 2002 unless sooner

terminated pursuant to any provision hereof.



                  3.2 Delay in Commencement. Sublessor agrees to use its best

commercially reasonable efforts to deliver possession of the Premises as set

forth in Section 14 of the Sublease Agreement. If, despite said efforts,

Sublessor is unable to deliver possession as agreed, Sublessor shall not be

subject to any liability therefor, nor shall such failure affect the validity of

this Sublease. Sublessee shall not, however, be obligated to pay Rent or perform

its other obligations until it receives possession of the Premises. If

possession is not delivered within 15 days of the commencement date, Sublessee

may, at its option, by notice in writing within ten days after the end of such

15 day period, cancel this Sublease, in which event the Parties shall be

discharged from all obligations hereunder. If such written notice is not

received by Sublessor within said ten day period, Sublessee's right to cancel

shall terminate. Except as otherwise provided, if possession is not tendered to

Sublessee when required and Sublessee does not terminate this Sublease, as

aforesaid, any period of rent abatement that Sublessee would otherwise have

enjoyed shall run from the date of delivery of possession and continue for a

period equal to what Sublessee would otherwise have enjoyed under the terms

hereof, but minus any days of delay caused by the acts or omissions of

Sublessee. If possession is not delivered within 60 days after the commencement

date, this Sublease shall automatically terminate unless the parties agree, in

writing, to the contrary. Notwithstanding anything to the contrary in the

Sublease, the rent shall not commence until five days following the date

Sublessor delivers possession of the Premises to Sublessee.



                  4. Rent



{PAGE}



                  4.1 Base Rent. Sublessee shall pay to Sublessor as Base Rent

for the premises equal monthly payments of $44,850.00 in advance, on the 1st day

of each month of the term hereof. Sublessee shall pay Sublessor upon the

execution hereof $44,850.00 as Base Rent for June 2000. Base rent for any period

during the term here of which is for less than one month shall be a pro rata

portion of the monthly installment.



                  4.2 Rent Defined. All monetary obligations of Sublessee to

Sublessor under the terms of this Sublease (except for the Security Deposit) are

deemed to be rent ("Rent"). Rent shall be payable in lawful money of the United

States to Sublessor at the address stated herein or to such other persons or at

such other places as Sublessor may designate in writing.



                  5. Security Deposit. Sublessee shall deposit with Sublessor

upon execution hereof $89,700.00 as security for Sublessee's faithful

performance of Sublessee's obligations hereunder. If Sublessee fails to pay Rent

or other charges due hereunder, or otherwise defaults with respect to any

provision of this Sublease, Sublessor may use, apply or retain all or any

portion of said deposit for the payment of any rent beyond the applicable notice

and cure period, Rent or other charge in default or for the payment of any other

sum to which Sublessor may become obligated by reason of Sublessee's default, or

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