STOCKHOLDER BUY-SELL AGREEMENT



                                VALUECLICK, INC.



         This Stockholder Buy-Sell Agreement ("the Agreement") is made and

entered into as of ______, by and between VALUECLICK, Inc., a Delaware

corporation ("the Company"), ________ (the "Stockholder").



                                     RECITALS



                  WHEREAS, the Stockholder has received an option to purchase

shares of the capital stock ("Capital Stock") of the Company pursuant to the

grant by the Company's Board of Directors of an option under the Company's 1999

Stock Option Plan; and



                  WHEREAS, the Stockholder may exercise the right to purchase

shares of the Capital Stock pursuant to the terms of a written option agreement

issued to the Stockholder by the Company; and



                  WHEREAS, the Company desires to foster the continuity of its

business by having the right to purchase the shares subject to this Agreement

upon the occurrences of certain events; and



                  WHEREAS, the Stockholder, in consideration of the execution of

similar agreements by other holders of Capital Stock, is willing to grant the

Company the rights set forth in this Agreement.



                  NOW, THEREFORE, the parties agree as follows:



                  1.       INVESTMENT REPRESENTATIONS.



                           In connection with his/her  purchase of Capital

Stock of the Company  pursuant to the exercise,  if ever, of any option or

options to purchase Capital Stock granted by the Board of Directors to

Stockholder on or after the date of this Agreement, Stockholder represents to

the Company the following:



                           INVESTMENT  INTENT.  Stockholder  is  purchasing

the stock  solely for his/her own account for  investment. Stockholder has no

present intention to resell or distribute the stock or any portion thereof.

The entire legal and beneficial interest of the stock is being purchased, and

will be held, for Stockholders account only, and neither in whole or in part

for any other person.



                           INFORMATION  CONCERNING  COMPANY.  Stockholder  is

aware of the  Company's  business  affairs and  financial condition and has

acquired sufficient information about the Company to make an informed and

knowledgeable decision to purchase the Capital Stock.



                           ECONOMIC RISK.  Stockholder realizes that the

purchase of the stock will be a highly speculative  investment and involves a

high degree of risk. Stockholder is able, without impairing his/her financial

condition, to hold the stock for an indefinite period of time and to suffer a

complete loss of his/her investment.



                           RESTRICTIONS ON TRANSFER.  Stockholder

understands  that the stock must be held  indefinitely  unless it is

subsequently registered under the Securities Act of 1933 or an exemption from

such registration is available. Stockholder understands that the certificate

evidencing the stock will be imprinted with a legend that prohibits the

transfer of the securities unless they are registered or unless the Company

receives an opinion of counsel reasonably satisfactory to the Company that

such registration is not required.



                           SALES UNDER RULE 144.  Stockholder  is aware of

the  adoption  of Rule 144 by the  Securities  and  Exchange Commission (the

"Commission") promulgated under the Securities Act which permits limited

public resale of securities acquired in a non-public offering subject to the

satisfaction of certain conditions,



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including among other things: (i) the availability of certain current public

information about the Company, (ii) the resale occurring not less than one

year after the party has purchased and paid for the securities to be sold,

(iii) the sale being made through a broker in an unsolicited "broker's

transaction" or in transactions directly with a "market maker," and (iv) the

amount of securities sold during any three-month period not exceeding

specified limitations (generally 1% of the total shares outstanding).



                           LIMITATION ON RULE 144 SALES.  Stockholder further

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