STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (hereinafter called "Agreement") made as of this
sixth day of August, 1999, by and between Mr. Jonathan Hendriksen, whose address
is at [701 6-21-4 Hongo, Bunkyo-ku Tokyo 113-0033 Japan] and Mr. Timothy
Williams, whose address is at [305 Isazaki Copo 4-5-18 Hongo Bunkyo-ku Tokyo
113-0033 Japan] (together, hereinafter called the "Sellers") and ValueClick US,
a corporation organized and existing under the laws of the State of Delaware
having its principal office at [6450 Via Real Carpinteria CA 93014-50081
(hereinafter called the "Purchaser"),

                                   WITNESSETH:
WHEREAS, each of the Sellers wishes to sell and the Purchaser wishes to
purchase, a certain number of shares of capital stock owned by each of the
Sellers in ValueClick Japan, a Japanese corporation having its principal office
at [6F Ohma Building 4-37-6 Hongo, Bunkyo-ku Tokyo 113-0033 Japan] , Japan
(hereinafter called the "Company") in accordance with the terms and conditions
specified hereinbelow,

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1. PURCHASE AND SALE OF STOCK
Each of the Sellers shall sell and the Purchaser shall purchase the following
numbers of the issued shares of the Company owned by each of the Sellers
(hereinafter called the "Shares") in accordance with the terms and conditions
of this Agreement.
Mr. Jonathan Hendriksen     27.18    shares
Mr. Timothy Williams        27.18    shares

ARTICLE 2.  CONSIDERATION
2.1 The consideration for the Shares shall be paid by shares of common stock of
the Purchaser with par value of [1 cent]. The consideration for the Shares of
each of the Sellers shall be as follows:



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Mr. Jonathan Hendriksen                         [80,000] shares of the Purchaser
Mr. Timothy Williams                            [80,000] shares of the Purchaser

2.2 The consideration shall be paid by the Purchaser to each of the Sellers at
the time and in the manner agreed upon between the parties.

ARTICLE 3.  DELIVERY OF SHARE CERTIFICATE
Each of the Sellers shall deliver the share certificates representing the Shares
together with any documents required by the Purchaser as necessary for the
consummation of the transaction contemplated hereby to the Purchaser at a time
mutually agreed upon between the parties (hereinafter called the "Closing Date")

ARTICLE 4.  REPRESENTATION AND WARRANTIES
4.1    Representation and Warranties by the Seller
       Each of the Sellers hereby represents and warrants to the Purchaser as
       follows:
 4.1.1         Each of the Sellers has good and marketable title to the Shares,
               free and clear of any and all liens, security interests,
               covenants, conditions, options and other restrictions.
 4.1.2         No consents, approvals, authorizations or other requirements
               prescribed by any law, rule or regulation is required to be
               obtained or satisfied by each of the Sellers for the consummation
               of the transactions contemplated hereby.
 4.1.3         The execution of this Agreement and consummation of the
               transactions contemplated hereby will not result in a breach of
               any of the terms or provisions of, or constitute a default under,
               any agreement, or other instrument to which each of the Sellers
               is a party or by which it is bound.
4.2            Representation and Warranties by the Purchaser
               The Purchaser hereby represents and warrants to each of the
               Sellers as follows:
 4.2.1         The Purchaser is duly organized and validly existing under the
               laws of the State of Delaware, USA, and has all requisite
               corporate power and authority to enter into this Agreement and to
               consummate the transactions contemplated hereby.



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 4.2.2         No consents, approvals, authorizations or other requirements
               prescribed by any law, rule or regulation is required to be
               obtained or satisfied by the Purchaser for the consummation of
               the transactions contemplated hereby.
 4.2.3         The execution of this Agreement and consummation of the
               transactions contemplated hereby will not result in a breach of
               any of the terms or provisions of, or constitute a default under,
               any agreement, or other instrument to which the Purchaser is a
               party or by which it is bound.
 4.2.4         The Purchaser has taken all necessary corporate actions required
               to pay the consideration provided for in Article 2.

ARTICLE        5 CONDITIONS TO THE CLOSING
5.1     Conditions to Obligations of each of the Sellers
        The obligations of each of the Sellers to effect the transactions
        contemplated hereby shall be, at the option of each of the Sellers,
        subject to fulfillment, at or prior to the Closing Date, of the
        following additional conditions:
        (a)    The representations and warranties of the Purchaser contained in
               this Agreement shall have been true and correct in all material
               respects on the date such representations and warranties were
               made and as of the Closing Date; and
        (b)    Each of the obligations of the Purchaser to be performed by it on
               or before the Closing Date pursuant to the terms of this
               Agreement shall have been duly performed on or before the Closing
               Date.

5.2     Conditions to Obligations of the Purchaser
        The obligations of the Purchaser to effect the transactions contemplated
        hereby shall be, at the option of the Purchaser, subject to fulfillment,
        at or prior to the Closing Date, of the following additional conditions:
        (a)     The representations and warranties of each of the Sellers
                contained in this Agreement shall have been true and correct in
                all material respects on the date such representations and
                warranties were made and as of the Closing Date;


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        (b)     Obligations of each of the Sellers to be performed by it on or
                before the Closing Date pursuant to the terms of this Agreement
                shall have been duly performed on or before the Closing Date;
                [and
        (c)     Resolution of the board of directors of the Company shall have
                been made to approve the sale of the Shares by each of the
                Sellers contemplated hereby]. (This condition should be added if
                sale of shares is restricted under the Articles of Incorporation
                of the Company.)

ARTICLE 6. INDEMNIFICATION
6.1     Each of the Sellers jointly and severally indemnify and hold the
        Purchaser harmless against, and shall reimburse the Purchaser for any
        loss or damage, including, without limitation, attorneys' fees
        reasonably incurred arising out of any misrepresentation, breach or
        nonfulfillment of any covenant or obligation of each of the Sellers
        under this Agreement, or any misrepresentation in, or omission from, any
        certificate or other instrument furnished or to be furnished to the
        Purchaser pursuant to this Agreement.
6.2     The Purchaser shall indemnify and hold each of the Sellers harmless
        against, and shall reimburse each of the Sellers for any loss or damage,
        including, without limitation, attorney's fees reasonably incurred
        arising out of any misrepresentation, breach or nonfulfillment of any
        obligation of the Purchaser under this Agreement.

ARTICLE 7. TERMINATION
This Agreement may be terminated:
(a)     by each of the Sellers, if there has been a material misrepresentation
        or material breach of any warranty or covenant by the Purchaser;
(b)     by the Purchaser, if there has been a material misrepresentation or
        material breach of any warranty or covenant by each of the Sellers; or
(c)     by either Seller or Purchaser, if the Closing shall not have taken place
        on the Closing Date.



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ARTICLE 8. PAYMENT OF EXPENSES
The Purchaser and each of the Sellers will respectively pay all fees and
expenses (including, without limitation, legal fees and expenses) incurred by
them in connection with the transactions contemplated hereunder.

ARTICLE 9. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties and supersedes
all prior agreements or understandings between the parties hereto related to the
subject matter of this Agreement.

ARTICLE 10. GOVERNING LAW
This Agreement shall be governed by, and construed in accordance with the laws
of Japan.

ARTICLE 11. JURISDICTION
The parties hereto agree that Tokyo District Court shall have jurisdiction over
any disputes which may arise among the parties hereto.

ARTICLE 12. AMENDMENT
Neither this Agreement nor any of the terms and conditions hereof may be
amended, supplemented, waived or modified orally, but only by an instrument in
writing signed by the parties hereto.

ARTICLE 13. HEADINGS
The headings of this Agreement are for convenience of reference only and shall
not define, modify or otherwise affect any of the provisions hereof.

ARTICLE 14. INVALID OR UNENFORCEABLE PROVISION
Should any provision of this Agreement be deemed invalid or unenforceable, then
such provision shall be given no effect and shall be deemed not to be included
within the terms and conditions



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of this Agreement, but without invalidating any of the remaining terms and
conditions of this Agreement. The parties hereto shall then endeavor to
replace the invalid or unenforceable provision by a clause which is closest
to the contents of the invalid or unenforceable provision.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
as of the date first above written.

                                   The Seller:

                                   /s/ Jonathan Hendriksen
                                   -------------------------------------------
                                   Jonathan Hendriksen



                                   The Seller:

                                   /s/ Timothy Williams
                                   -------------------------------------------
                                   Timothy Williams

                                   The Purchaser: ValueClick USA

                                   By: /s/ James R. Zarley
                                      ----------------------------------------
                                       James R. Zarley
                                       CEO, ValueClick Corporation

Source: OneCLE Business Contracts.