BYLAWS

                                       OF

                                VALUECLICK, INC.





                                    ARTICLE I

                                     OFFICES

     Section 1. REGISTERED OFFICE. The registered office shall be in Wilmington,
County of Newcastle, State of Delaware.

     Section 2. OTHER OFFICES. The corporation may also have offices at such
other places both within and without the State of Delaware as the board of
directors may from time to time determine or the business of the corporation
may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1. PLACE OF MEETINGS. Each meeting of the stockholders for the
election of directors shall be held at such place as may be fixed from time
to time by the board of directors, either within or without the State of
Delaware, as shall be designated from time to time by the board of directors
and stated in the notice of the meeting. Meetings of stockholders for any
other purpose may be held at such time and place, within or without the State
of Delaware, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

     Section 2. ANNUAL MEETINGS. Annual meetings of stockholders shall be
held at such date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they
shall elect by a plurality vote a board of directors and transact such other
business as may properly be brought before the meeting.

     Section 3. NOTICE OF ANNUAL MEETING. Written notice of the annual
meeting stating the place, date and hour of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting, except as may otherwise be
provided by law.

     Section 4. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer who has
charge of the stock ledger of the corporation shall prepare and make, at
least ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares

<PAGE>

registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to
the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not
so specified, at the place where the meeting is to be held. The list shall
also be produced and kept at the time and place of the meeting during the
whole time thereof and may be inspected by any stockholder who is present.

     Section 5. SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be called by the president and shall be
called by the president or secretary at the request in writing of a majority
of the board of directors, or at the request in writing of stockholders
owning a majority in amount of the entire capital stock of the corporation
issued and outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.

     Section 6. NOTICE OF SPECIAL MEETINGS. Written notice of a special
meeting stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called shall be given not less than ten nor
more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting.

     Section 7. BUSINESS  TRANSACTED AT SPECIAL MEETINGS.  Business
transacted at any special meeting of stockholders shall be limited to the
purpose stated in the notice.

     Section 8. ADJOURNMENT OF MEETINGS. The holders of a majority of the
stock issued and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the certificate of incorporation. If, however, such quorum
shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally noticed. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given
to each stockholder of record entitled to vote at the meeting.

     Section 9. QUORUM. When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power present in person
or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the certificate of incorporation a different vote is required,
in which case such express provision shall govern.

     Section 10. VOTING. Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such stockholder, but no proxy shall be
voted after three years from its date, unless the proxy provides for a longer
period.

                                       2
<PAGE>

     Section 11. CONSENT IN LIEU OF MEETING. Unless otherwise provided in the
certificate of incorporation, any action required to be taken at any annual
or special meeting of stockholders of the corporation, or any action which
may be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Each such written consent shall bear the date of the signature of the
consenting stockholder. No such written consent shall be effective unless
written consents, signed by stockholders holding of record a sufficient
number of shares to take the action proposed, shall be delivered to the
corporation within sixty days of the date of the earliest consent so
delivered. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to stockholders
as required by the Delaware General Corporation Law.

                                  ARTICLE III

                                   DIRECTORS

     Section 1. NUMBER OF DIRECTORS. The authorized number of directors shall
not be less than two (2) nor more than nine (9). The exact authorized number
of directors shall be fixed from time to time, within the limits specified in
this Section 1 or in the certificate of incorporation, by the board of
directors, or by a bylaw or amendment thereof duly adopted by the vote of a
majority of the shares represented and voting at a duly held meeting at which
a quorum is present (which shares voting affirmatively also constitute at
least a majority of the required quorum), or by the written consent of the
holders of a majority of the outstanding shares entitled to vote. Subject to
the foregoing, the authorized number of directors of this corporation shall
initially be set at six (6).

     Section 2. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be
filled by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director, and the directors so chosen shall
hold office until the next annual election and until their successors are
duly elected and shall qualify, unless sooner displaced. If there are no
directors in office, then an election of directors may be held in the manner
provided by law. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a
majority of the whole board (as constituted immediately prior to any such
increase), the Court of Chancery may, on application of any stockholder or
stockholders holding at least ten percent of the total number of the shares
at the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies or newly
created directorships, or to replace the directors chosen by the directors
then in office.

                                       3
<PAGE>

     Section 3. POWERS AND AUTHORITY. The business of the corporation shall
be managed by or under the direction of its board of directors which may
exercise all such powers of the corporation and do all such lawful acts and
things as are not by law, by the certificate of incorporation or by these
bylaws directed or required to be exercised or done by the stockholders.

     Section 4. MEETINGS OF THE BOARD OF DIRECTORS. The board of directors of
the corporation may hold meetings, both regular and special, either within or
without the State of Delaware.

     Section 5. FIRST MEETINGS. The first meeting of each newly elected board
of directors shall be held at such time and place as shall be fixed by the
vote of the stockholders at the annual meeting and no notice of such meeting
shall be necessary for the newly elected directors legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of
the stockholders to fix the time or place of such first meeting of the newly
elected board of directors, or in the event such meeting is not held at the
time and place so fixed by the stockholders, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.

     Section 6. REGULAR MEETINGS. Regular meetings of the board of directors
may be held without notice at such time and at such place as shall from time
to time be determined by the board.

     Section 7. SPECIAL MEETINGS. Special meetings of the board may be called
by the president on two days' notice to each director, either personally or
by mail or telegram; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors unless the board consists of only one director, in which case
special meetings shall be called by the president or secretary in like manner
and on like notice on the written request of the sole director.

     Section 8. QUORUM. At all meetings of the board, a majority of the
directors shall constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the board of directors, except as may be otherwise
specifically provided by law or the certificate of incorporation. If a quorum
shall not be present at any meeting of the board of directors, the directors
present thereat may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present.

     Section 9. ACTION WITHOUT A MEETING. Unless otherwise restricted by the
certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the board of directors or of any
committee thereof may be taken without a meeting, if all members of the board
or committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the board or
committee.

     Section 10. MEETINGS BY CONFERENCE TELEPHONE. Unless otherwise
restricted by the certificate of incorporation or these bylaws, members of
the board of directors, or any committee

                                       4
<PAGE>

established by the board of directors, may participate in a meeting of the
board of directors, or such committee, by means of conference telephone or
similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

     Section 11. COMMITTEES OF DIRECTORS. The board of directors may, by
resolution passed by a majority of the whole board, establish one or more
committees, each committee to consist of one or more of the directors of the
corporation. The board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member
at any meeting of the committee.

                  In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he, she or they constitute a quorum,
may unanimously appoint another member of the board of directors to act at
the meeting in the place of any such absent or disqualified member.

                  Any such committee, to the extent provided by resolution of
the board of directors, shall have and may exercise all the powers and
authority of the board of directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to
be affixed to all papers which may require it; provided that no such
committee shall have power or authority to resolve to amend the certificate
of incorporation, adopt an agreement of merger or consolidation, recommend to
the stockholders the sale, lease or exchange of all or substantially all of
the corporation's property and assets, recommend to the stockholders a
dissolution of the corporation or a revocation of a dissolution or amend the
bylaws of the corporation; and provided further that, unless such resolution
or the certificate of incorporation expressly so provides, no such committee
shall have power or authority to declare a dividend or authorize the issuance
of stock.

                  Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

     Section 12. COMPENSATION OF DIRECTORS. Unless otherwise restricted by
the certificate of incorporation or these bylaws, the board of directors
shall have the authority to fix the compensation of directors. The directors
may be paid their expenses, if any, of attendance at each meeting of the
board of directors and may be paid a fixed sum for attendance at each meeting
of the board of directors or a stated salary as director. No such payment
shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.

     Section 13. REMOVAL OF DIRECTORS. Unless otherwise restricted by law or
the certificate of incorporation, any director or the entire board of
directors may be removed, with or without cause, by the holders of a majority
of shares entitled to vote at an election of directors.

                                       5
<PAGE>

                                   ARTICLE IV

                                    NOTICES

     Section 1. NOTICE OF MEETINGS OF STOCKHOLDERS AND DIRECTORS. Whenever
notice is required by law, the certificate of incorporation or these bylaws
to be given to any director or stockholder, such notice shall be in writing
and delivered personally, by mail or by telegram or other electronic means,
postage and charges prepaid, addressed to such director or stockholder, at
his or her address as it appears on the records of the corporation, and such
notice shall be deemed given when the same shall be delivered personally,
delivered to the agent for transmission or deposited in the United States
mail.

     Section 2. WAIVER OF NOTICE. Whenever any notice is required by law, the
certificate of incorporation or these bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE V

                                   OFFICERS

     Section 1. OFFICERS. The officers of the corporation shall be chosen by
the board of directors and shall be a president, a secretary and a treasurer.
The board of directors may also appoint a chairman of the board and one or
more vice chairmen, vice presidents, assistant secretaries or assistant
treasurers. Any number of offices may be held by the same person, unless the
certificate or incorporation or these bylaws otherwise provide.

     Section 2. APPOINTMENT OF OFFICERS. The board of directors at its first
meeting after each annual meeting of stockholders shall choose a president, a
secretary and a treasurer.

     Section 3. ASSISTANT OFFICERS. The board of directors may appoint such
other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the board.

     Section 4. OFFICERS' SALARIES. The salaries of all officers and agents
of the corporation shall be fixed by or pursuant to the authority of the
board of directors.

     Section 5. TERMS OF OFFICE. The officers of the corporation shall hold
office until their successors are chosen and qualify. Any officer elected or
appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the board of directors. Any vacancy
occurring in any office of the corporation shall be filled by the board of
directors.

     Section 6. PRESIDENT. The president shall be the chief executive officer
of the corporation, shall preside at all meetings of the stockholders and the
board of directors, shall

                                       6
<PAGE>

have general and active management of the business of the corporation and
shall see that all orders and resolutions of the board of directors are
carried into effect. The president shall execute any certificate or
instrument requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.

     Section 7. VICE PRESIDENTS. In the absence or inability or refusal to
act of the president, the vice president, if any (or, in the event there be
more than one vice president, the vice presidents in the order designated by
the board of directors or, in the absence of any designation, in the order of
their election), shall perform the duties of the president and, when so
acting, shall have all the powers of and be subject to all the restrictions
on the president. The vice presidents shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

     Section 8. SECRETARY. The secretary shall attend all meetings of the
board of directors, all meetings of committees of the board of directors and
all meetings of the stockholders and record all the proceedings of such
meetings in a book to be kept for that purpose. The secretary shall give, or
cause to be given, notice of all meetings of the stockholders and special
meetings of the board of directors and committees of the board of directors,
and shall perform such other duties as may be prescribed by the board of
directors or president, under whose supervision the secretary shall be. The
secretary shall have custody of the corporate seal of the corporation and the
secretary or an assistant secretary shall have authority to affix the same to
any certificate or instrument requiring it and, when so affixed, it may be
attested by either of their signatures. The board of directors may give
general authority to any other officer to affix the seal of the corporation
and to attest the affixing by such officer's signature.

     Section 9. ASSISTANT SECRETARY. The assistant secretary (or, if there be
more than one, the assistant secretaries in the order determined by the board
of directors or, if there be no such determination, in the order of their
election) shall, in the absence or inability or refusal to act of the
secretary, perform the duties and exercise the powers of the secretary and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

     Section 10. TREASURER. The treasurer shall have custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the board of
directors. The treasurer shall disburse the funds of the corporation as may
be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and board of directors, at
its regular meetings, or when the president or board of directors so
requires, an account of all transactions as treasurer and of the financial
condition of the corporation. If required by the board of directors, the
treasurer shall give the corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the board of directors for the
faithful performance of the duties of the office of treasurer and for the
restoration to the corporation, in case of the treasurer's death,
resignation, retirement or removal

                                       7
<PAGE>

from office, of all books, papers, vouchers, money and other property of
whatever kind in his or her possession or under his or her control belonging
to the corporation.

     Section 11. ASSISTANT TREASURER. The assistant treasurer (or, if there
be more than one, the assistant treasurers in the order determined by the
board of directors or, if there be no such determination, in the order of
their election) shall, in the absence or inability or refusal to act of the
treasurer, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                                   ARTICLE VI

                               STOCK CERTIFICATES

     Section 1. FORM OF CERTIFICATE. Every holder of stock in the corporation
shall be entitled to have a certificate, signed by, or in the name of the
corporation by, the chairman or vice chairman of the board of directors or
the president or a vice president and by the treasurer, an assistant
treasurer, the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by such holder in the corporation.

     Section 2. CONSIDERATION. Certificates may be issued for partly paid
shares and, in such case, the total amount of the consideration to be paid
therefor and the amount paid thereon shall be specified on the face or back
of the certificates issued to represent any such partly paid shares.

     Section 3. CLASSES OR SERIES OF STOCK. If the corporation shall be
authorized to issue more than one class of stock or more than one series of
any class, the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualification, limitations or restrictions of such preferences or rights
shall be set forth in full or summarized on the face or back of any
certificate that the corporation shall issue to represent shares of such
class or series of stock; provided that, except as otherwise provided in
section 202 of the General Corporation Law of Delaware, in lieu thereof, a
statement that the corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and
relative, participating optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions
of such preferences or rights may be set forth on the face or back of each
certificate that the corporation shall issue to represent shares of such
class or series of stock.

     Section 4. FACSIMILE SIGNATURES. Any or all of the signatures on any
such certificate may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed on a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation
with the same effect as if he, she or it were such officer, transfer agent or
registrar at the date of issue.

     Section 5. LOST CERTIFICATES. The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the

                                       8
<PAGE>

corporation alleged to have been lost, stolen or destroyed, on the taking of
an affidavit of that fact by the person claiming the certificate of stock to
be lost, stolen or destroyed. When authorizing such issue of a new
certificate or certificates, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of
such lost, stolen or destroyed certificate or certificates, or his, her or
its legal representative, to advertise the same in such manner as it shall
require or to give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

     Section 6. TRANSFER OF STOCK. Subject to applicable law, on surrender to
the corporation or the transfer agent of the corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, the corporation shall issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction on its books.

     Section 7. RECORD DATE. So that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof or to consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights or to exercise any rights in respect
of any change, conversion or exchange of stock, or for the purpose of any
other lawful action, the board of directors may fix a record date in advance
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other such action, and
which shall not precede the date of adoption by the board of directors of the
resolution fixing such record date. Additionally, the record date for
determining stockholders entitled to consent to corporate actions in writing
in lieu of a meeting shall not be more than ten days after the date of
adoption of the resolution fixing such record date. In the case of any
proposal so to be submitted to the stockholders for action by written
consent, if no record date is fixed by resolution of the board of directors,
the record date therefor shall be either (a) if no prior action by the board
of directors is necessary, the first date on which a signed written consent
setting forth the proposed action is delivered to the corporation, or (b) if
prior action by the board of directors is required, the close of business on
the date of adoption by the board of directors of the resolution taking such
prior action. Except as otherwise provided by applicable law, a determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting, unless the board
of directors fixes a new record date for the adjourned meeting.

     Section 8. STOCKHOLDERS OF RECORD. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the
owner of shares, and shall not be bound to recognize any equitable
or other claim to or interest in such share or shares on the part of any
other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.

                                       9
<PAGE>

                                   ARTICLE VII

                     INDEMNIFICATION OF DIRECTORS, OFFICERS,
                           EMPLOYEES AND OTHER AGENTS

     Section 1. DIRECTORS AND EXECUTIVE OFFICERS. The corporation shall
indemnify its directors and executive officers to the fullest extent
permitted by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of alleged occurrences or actions or
omissions preceding any such amendment, only to the extent that such
amendment permits the corporation to provide broader indemnification rights
than said Law permitted the corporation to provide prior to such amendment);
provided, however, that the corporation may limit the extent of such
indemnification by individual contracts with its directors and executive
officers; and provided, further, that the corporation shall not be required
to indemnify any director or executive officer in connection with any
proceeding (or part thereof) initiated by such person or any proceeding by
such person against the corporation or its directors, officers, employees or
other agents unless (i) such indemnification is expressly required to be made
by law, (ii) the proceeding was authorized by the board of directors of the
corporation or (iii) such indemnification is provided by the corporation, in
its sole discretion, pursuant to the powers vested in the corporation under
the Delaware General Corporation Law.

     Section 2. OTHER OFFICERS, EMPLOYEES AND OTHER AGENTS. The corporation
shall have power to indemnify its other officers, employees and other agents
as set forth in the Delaware General Corporation Law.

     Section 3. GOOD FAITH.

            (a) For purposes of any determination under this Article, a
director or executive officer shall be deemed to have acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe that his or her
conduct was unlawful, if such action is based on the records or books of
account of the corporation or another enterprise, or on information supplied
to him or her by the officers of the corporation or another enterprise in the
course of their duties, or on the advice of legal counsel for the corporation
or another enterprise or on information or records given or reports made to
the corporation or another enterprise by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care
by the corporation or another enterprise.

            (b) The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did not act in
good faith and in a manner which he or she reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to
any criminal proceeding, that he or she had reasonable cause to believe that
his or her conduct was unlawful.

            (c) The provisions of this section 3 shall not be deemed to be
exclusive or to limit in any way the circumstances in which a person may be
deemed to have met the applicable standard of conduct set forth by the
Delaware General Corporation Law.

                                       10
<PAGE>

     Section 4. EXPENSES. The corporation shall advance, prior to the final
disposition of any proceeding, promptly following request therefor, all
expenses incurred by any director or executive officer in connection with
such proceeding upon receipt of an undertaking by or on behalf of such person
to repay said amounts if it should be determined ultimately that such person
is not entitled to be indemnified under this Article or otherwise.

            Notwithstanding the foregoing, unless otherwise determined
pursuant to section 5 of this Article, no advance shall be made by the
corporation if a determination is reasonably and promptly made (1) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding, or (2) if such quorum is not obtainable,
or, even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision-making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner
that such person did not believe to be in or not opposed to the best
interests of the corporation.

     Section 5. ENFORCEMENT. Without the necessity of entering into an
express contract, all rights to indemnification and advances under this
Article shall be deemed to be contractual rights and to be effective to the
same extent and as if provided for in a contract between the corporation and
the director or executive officer who serves in such capacity at any time
while this Article and other relevant provisions of the Delaware General
Corporation Law and other applicable law, if any, are in effect. Any right to
indemnification or advances granted by this Article to a director or
executive officer shall be enforceable by or on behalf of the person holding
such right in any court of competent jurisdiction if (i) the claim for
indemnification or advances is denied, as a whole or in part, or (ii) no
disposition of such claim is made within ninety days of request therefor. The
claimant in such enforcement action, if successful as a whole or in part,
shall be entitled to be paid also the expense of prosecuting his or her
claim. It shall be a defense to any such action (other than an action brought
to enforce a claim for expenses incurred in connection with any proceeding in
advance of its final disposition when the required undertaking has been
tendered to the corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law
for the corporation to indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the corporation. Neither the
failure of the corporation (including its board of directors, independent
legal counsel or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the corporation (including its board of directors,
independent legal counsel or its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or
create a presumption that claimant has not met the applicable standard of
conduct.

     Section 6. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person
by this Article shall not be exclusive of any other right which such person
may have or hereafter acquire under any statute, provision of the Certificate
of Incorporation, Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his or her official capacity and
as to action in another capacity while holding office. The corporation is
specifically authorized to enter into individual contracts with any or all of
its directors, officers, employees or

                                       11
<PAGE>

agents respecting indemnification and advances, to the fullest extent
permitted by the Delaware General Corporation Law.

     Section 7. SURVIVAL OF RIGHTS. The rights conferred on any person by
this Article shall continue as to a person who has ceased to be a director,
officer, employee or other agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     Section 8. INSURANCE. To the fullest extent permitted by the Delaware
General Corporation Law, the corporation, upon approval by the board of
directors, may purchase insurance on behalf of any person required or
permitted to be indemnified pursuant to this Article.

     Section 9. AMENDMENTS. Any repeal or modification of this Article shall
only be prospective and shall not affect the rights under this Article in
effect at the time of the alleged occurrence of any action or omission to act
that is the cause of any proceeding against any agent of the corporation.

     Section 10. SAVINGS CLAUSE. If this Article or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each director and executive officer
to the full extent permitted by any applicable portion of this Article that
shall not have been invalidated, or by any other applicable law.

     Section 11. CERTAIN DEFINITIONS. For the purposes of this Article, the
following definitions shall apply:

            (a) the term "proceeding" shall be broadly construed and shall
include, without limitation, the investigation, preparation, prosecution,
defense, settlement, arbitration and appeal of, and the giving of testimony
in, any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative.

            (b) The term "expenses" shall be broadly construed and shall
include, without limitation, court costs, attorneys' fees, witness fees,
fines, amounts paid in settlement or judgment and any other costs and
expenses of any nature or kind incurred in connection with any proceeding.

     (c) The term "the corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Article with respect
to the resulting or surviving corporation as he or she would have with
respect to such constituent corporation if its separate existence had
continued.

     (d) References to a "director," "officer," "employee," or "agent" of the
corporation shall include, without limitation, situations where such person
is serving at the

                                       12
<PAGE>

request of the corporation as a director, officer, employee, trustee or agent
of another corporation, partnership, joint venture, trust or other enterprise.

     (e) References to "other enterprises" shall include employee benefit
plans; references to "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving
at the request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee or agent with respect
to an employee benefit plan, its participants, or beneficiaries; and a person
who acted in good faith and in a manner he or she reasonably believed to be
in the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best
interests of the corporation" as referred to in this Article.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

     Section 1. DIVIDENDS. Subject to applicable law and the certificate of
incorporation, dividends on the capital stock of the corporation may be
declared by the board of directors at any regular or special meeting and may
be paid in cash, shares of the capital stock or other property.

     Section 2. PAYMENT OF DIVIDENDS. Before payment of any dividend, there
may be set aside out of any funds of the corporation available for dividends
such sum or sums as the directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, for
equalizing dividends, for repairing or maintaining any property of the
corporation or for such other purpose as the directors shall think conducive
to the interest of the corporation, and the directors may modify or abolish
any such reserve in the manner in which it is created.

     Section 3. ANNUAL STATEMENT. The board of directors shall present at
each annual meeting, and at any special meeting of the stockholders when
called for by vote of the stockholders, a full and clear statement of the
business and condition of the corporation.

     Section 4. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person
or persons as the board of directors may from time to time designate.

     Section 5. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by the board of directors.

     Section 6. SEAL. The corporation shall have a corporate seal, which may
be altered at pleasure, and which may have inscribed thereon the name of the
corporation, the year of its organization and the words "Incorporated,
Delaware", or which may have inscribed thereon any other words, including but
not limited to the words "Corporate Seal" as the officers may designate. The
seal may be used by causing it or a facsimile thereof to be impressed,
affixed or reproduced, or otherwise.

                                       13
<PAGE>

                                   ARTICLE IX

                                   AMENDMENTS

                  These bylaws may be altered, amended or repealed or new
bylaws may be adopted by the stockholders, or by the board of directors when
such power is conferred on the board of directors by the certificate of
incorporation, at any regular meeting thereof, or at any special meeting of
the stockholders or of the board of directors if notice of such alteration,
amendment, repeal or adoption be contained in the notice of such special
meeting. If the power to alter, adopt, amend or repeal bylaws is conferred on
the board of directors by the certificate of incorporation, it shall not
divest or limit the power of the stockholders to alter, adopt, amend or
repeal bylaws.

                                       14
<PAGE>

                            CERTIFICATE OF SECRETARY



                  The undersigned, Secretary of ValueClick, Inc., a Delaware
corporation, hereby certifies that the foregoing is a full, true and correct
copy of the Bylaws of said corporation, as amended and in full force and
effect at the date of this Certificate.

                  WITNESS the signature of the undersigned and the seal of
the corporation this October 9, 1998.


                                        /s/ BRIAN CORYAT
[SEAL]                                  -----------------------------
                                        Brian Coryat
                                        Secretary of ValueClick, Inc.

                                      15

Source: OneCLE Business Contracts.