SHARE PURCHASE AGREEMENT


          This SHARE PURCHASE AGREEMENT (this "Agreement") is dated as of
December 31, 1999, and is between Todd Treusdell, an individual (the "Seller"),
and ValueClick, Inc., a Delaware corporation (the "Buyer").

          WHEREAS, the Buyer desires to purchase all of the outstanding ordinary
shares of ValueClick Europe Limited, a private limited company organized under
the laws of England and Wales with registered number 3807256 (the "Company"),
resulting in the Company becoming the wholly-owned subsidiary of the Buyer (the
"Transaction");

          WHEREAS, the Seller owns 30,000 of the issued and outstanding ordinary
shares, nominal value L3.00 each, which have only been partly paid up as
to $0.01 per ordinary share (the "Shares"), of the Company;

          WHEREAS, the Seller is obligated to pay the Company an aggregate
amount of $148,200, which represents the balance of the original purchase price
not paid for the Shares (the "Remaining Original Purchase Price");

          WHEREAS, in order to facilitate the Transaction, Seller desires to
sell all of the Shares to the Buyer and Buyer desires to purchase all of the
Shares from the Seller under the terms and conditions set forth herein;

          NOW, THEREFORE, in consideration of the mutual promises hereinafter
set forth and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged the parties hereto agree as follows:

1. PURCHASE AND SALE

          1.1  PURCHASE AND SALE OF THE SHARES. In reliance upon the
               representations and warranties of the Buyer contained herein, and
               on the terms and subject to the conditions herein set forth, the
               Seller hereby sells with full title guarantee, conveys, assigns,
               transfers and delivers the Shares to the Buyer. In reliance upon
               the representations and warranties of the Seller contained
               herein, and on the terms and subject to the conditions herein set
               forth, the Buyer hereby purchases the Shares and the Buyer hereby
               agrees to pay the purchase price of $300 in aggregate (the
               "Purchase Price") and to assume the obligation of Seller to pay
               the Company the Remaining Original Purchase Price for the Shares.

          1.2  PRE-EMPTION RIGHTS. The Seller hereby irrevocably waives and
               undertakes to procure the waiver of all rights of pre-emption
               over the Shares or any of them to which he or any other person is
               or may be entitled in relation to the sale and purchase of the
               same.

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          1.3  TRANSFER OF SHARES. At the Closing (as hereinafter defined), the
               Seller shall execute and deliver to the Buyer a certificate or
               certificates representing the Shares (in the case of certificated
               Shares) together with duly executed stock powers, stock transfer
               forms, transfer deeds or other documents of transfer sufficient
               to convey the Shares to the Buyer, and such other instruments of
               conveyance as the Buyer may reasonably request in order to effect
               the sale, transfer, conveyance and assignment to the Buyer with
               full title guarantee for the purposes of the Law of Property
               (Miscellaneous Provisions) Act 1994 to the Shares, and clear of
               all claims, liens, pledges, charges, encumbrances, equities,
               options, calls, voting trusts, agreements, commitments,
               restrictions and other security interests whatsoever
               (collectively, "Encumbrances").

          1.4  DOCUMENTS OF TRANSFER. At the Closing, in addition to the
               documents of transfer described in Section 1.3:

               (a)  each of the Seller and the Buyer will execute, acknowledge
                    and deliver such bills of sale, endorsements, assignments
                    and other good and sufficient instruments of conveyance,
                    sale, transfer and assignment as shall be required in order
                    to effectively vest in the Buyer all of the Seller's right,
                    title and interest in and to the Shares; and

               (b)  the Seller will deliver to the Buyer all of the files,
                    minute books, share registers, documents, papers, contracts,
                    agreements, legal descriptions, open books of account or
                    ledgers and documentation in support thereof, and all other
                    information appearing in writing and relating primarily to
                    the Company and which is in the Seller's possession.

               (c)  the Seller will deliver to the Buyer a letter of resignation
                    as director of VCEU.

          1.5  FURTHER ASSURANCES. Each of the Buyer and Seller agree that at
               the Closing and at any time or from time to time thereafter, at
               the request of the other party and without further consideration,
               such party shall: execute, acknowledge and deliver such further
               instruments of conveyance, sale, transfer and assignment as the
               other party may reasonably request, and take such other action as
               may be reasonably requested, in order to more effectively convey,
               sell, transfer and assign the Shares.

2. REPRESENTATIONS AND WARRANTIES BY THE SELLER.

          The  Seller hereby represents and warrants to the Buyer as follows:

          2.1  ORGANIZATION, GOOD STANDING AND QUALIFICATION. The Company is a
               private limited company duly incorporated under the laws of
               England and Wales. The Company has all requisite corporate power
               and authority to carry on the business of the Company as
               presently conducted.


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          2.2  SHARE CAPITAL AND OWNERSHIP.

               (a)  The Shares have been duly authorized and validly issued, are
                    partly paid up as to $0.01 per ordinary share, not subject
                    to any call and are free of pre-emptive rights, rights of
                    first refusal and other similar rights.

               (b)  The Seller holds good and marketable title to the Shares,
                    free and clear of all Encumbrances. The transfer of the
                    Shares to the Buyer pursuant to this Agreement will vest in
                    the Buyer beneficial title to the Shares with full title
                    guarantee for the purposes of the Law of Property
                    (Miscellaneous Provisions) Act 1994.

          2.3  AUTHORITY.

               (a)  The Seller has all requisite right, power, capacity and
                    authority to enter into, deliver and perform this Agreement
                    and any other agreement or document necessary to perform
                    this Agreement and to consummate the transactions
                    contemplated hereby. This Agreement has been duly and
                    validly executed and delivered by the Seller pursuant to all
                    necessary action on the part of the Seller.

               (b)  This Agreement is legal, valid and binding upon and
                    enforceable against the Seller in accordance with its terms.

          2.4  NO CONFLICT; NO CONSENTS OR APPROVALS.

               (a)  Neither the execution and delivery by the Seller of this
                    Agreement or any agreement, instrument or document
                    contemplated hereby, the consummation of the transactions
                    contemplated herein or therein by the Seller, nor compliance
                    by the Seller with any of the provisions hereof or thereof,
                    will (i) conflict with, result in a violation or breach of
                    or constitute a default under (or would result in a
                    violation, breach or default with the giving of notice or
                    the passage of time or both) (A) the certificate of
                    incorporation or Memorandum or Articles of Association of
                    the Company or (B) any law, statute, ordinance, writ,
                    injunction, decree, rule, regulation or court or
                    administrative order by which the Seller or the Company is
                    subject or bound; or (ii) result in the creation or
                    imposition of, or give any party the right to create or
                    impose, any material encumbrance upon any of the Shares;
                    except, in the case of clause (i) (B), such violations,
                    breaches or defaults which would not have a material adverse
                    effect on the business, assets, properties, financial
                    condition or results of operations of the Company.

               (b)  Prior to Closing, neither the Seller nor the Company is
                    required to submit any notice, report or other filing with
                    or to any governmental body in connection with the
                    execution, delivery or performance of this Agreement


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                    by the Seller or the Company and the consummation of the
                    transactions contemplated hereby by the Seller.

               (c)  No litigation, claim, administrative proceeding or other
                    proceeding or governmental investigation is pending or, to
                    the Seller's knowledge, threatened which would prevent or
                    delay the execution, delivery or performance of this
                    Agreement or any agreement, instrument or document
                    contemplated hereby by the Seller or the consummation by the
                    Seller of the transactions contemplated hereby or thereby.

          2.5  MATERIAL CONTRACTS. To the best of Seller's knowledge, set forth
               on SCHEDULE A attached hereto is a complete and accurate list of
               all material contracts and obligations of the Company.

          2.6  BANK ACCOUNTS. To the best of Seller's knowledge, set forth on
               SCHEDULE B attached hereto is a complete and accurate list of all
               accounts of the Company held with financial institutions.

3. REPRESENTATIONS AND WARRANTIES BY THE BUYER.

          The  Buyer hereby represents and warrants to the Seller as follows:

          3.1  ORGANIZATION AND GOOD STANDING. The Buyer is a corporation or
               other form of limited liability company duly incorporated or
               otherwise duly organized and validly existing under the laws of
               the jurisdiction of its incorporation or organization, and has
               all requisite corporate power and authority to carry on its
               business as it is now being conducted.

          3.2  AUTHORITY.

               (a)  The Buyer has all requisite corporate right, power, capacity
                    and authority to enter into, deliver and perform this
                    Agreement and any other agreement or document necessary to
                    perform this Agreement and to consummate the transactions
                    contemplated hereby. This Agreement has been duly and
                    validly executed and delivered by the Buyer pursuant to all
                    necessary corporate or other action on the part of the
                    Buyer.

               (b)  This Agreement is legal, valid and binding upon and
                    enforceable against the Buyer in accordance with its terms.

          3.3  NO CONFLICT; NO CONSENTS OR APPROVALS.

               (a)  Neither the execution and delivery by the Buyer of this
                    Agreement or any agreement, instrument or document
                    contemplated hereby, the consummation of the transactions
                    contemplated herein or therein by the Buyer, nor compliance
                    by the Buyer with any of the provisions hereof or


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                    thereof, will conflict with, result in a violation or
                    breach of or constitute a default under (or would result
                    in a violation, breach or default with the giving of
                    notice or the passage of time of both) (i) the
                    certificate of incorporation or bylaws (or other similar
                    charter or governing documents) of the Buyer or (ii) any
                    law, statute, ordinance, writ, injunction, decree, rule,
                    regulation, or court or administrative order by which the
                    Buyer (or any of the properties or assets of the Buyer)
                    is subject or bound; except, in the case of clause (ii),
                    such violations, breaches or defaults which would not
                    have a material adverse effect on the business, assets,
                    properties, financial condition or results of operations
                    of the Buyer.

               (b)  Prior to the Closing, the Buyer is not required to submit
                    any notice, report or other filing with any governmental
                    body in connection with the execution, delivery or
                    performance of this Agreement by the Buyer and the
                    consummation of the transactions contemplated hereby by the
                    Buyer.

               (c)  No litigation, claim, administrative proceeding or other
                    proceeding or governmental investigation is pending or, to
                    the buyer's knowledge, threatened which would prevent or
                    delay the execution, delivery or performance of this
                    Agreement or any agreement, instrument or document.

               (d)  The Buyer shall use its best endeavours to procure the
                    release of Seller as guarantor from the lease specified in
                    Part A of Schedule A as soon as practicable and the Buyer
                    and the Company jointly and severally indemnify the Seller
                    again any and all losses incurred out of a failure to do so.

4. CLOSING.

               (a)  The Closing contemplated by this Agreement (the "Closing")
                    shall take place at Los Angeles, California at 10:00 a.m.,
                    local time, on December 31, 1999, or on such other date or
                    place as the Buyer and the Seller may mutually agree (such
                    date being herein called the "Closing Date"). All
                    transactions at the Closing shall be deemed to take place
                    simultaneously at 10:00 a.m., local time, on the Closing
                    Date, and no transaction shall be deemed to have been
                    completed and no document or certificate shall be deemed to
                    have been delivered until all transactions are completed and
                    all documents are delivered.

               (b)  At the Closing:

                    (i)   the Seller shall execute and deliver to the Buyer the
                          certificates and any other relevant documents referred
                          to in Sections 1.3 and 1.4;


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                    (ii)  the Buyer shall transfer to the Seller the Purchase
                          Price as specified in Section 1.1 and any other
                          relevant documents referred to in Section 1.4; and

                    (iii) the Buyer shall procure that a Board meeting of the
                          Company be held accepting the Seller's resignation
                          as a director and directing that the Company
                          Secretary file Form 288b with Companies House;
                          cancelling the Seller's Shares and amending the
                          Register of Members approving the registration of
                          the share transfer subject only to it being duly
                          stamped.

               (c)  Closing shall constitute full and final settlement of any
                    and all claims of any nature whatsoever which the Seller has
                    or might seek to enforce against the Buyer, the Company or
                    any director, officer, employee, agent or attorney of either
                    of them including, without limitation, claims for breach of
                    contract, claims in tort and any claim for breach of duty.
                    The Seller hereby waives absolutely and irrevocably any and
                    all rights he may have or might seek to assert and which
                    relate to his position as a shareholder in the Company,
                    whether such right arises or may have arisen under section
                    459 Companies Act 1985, at law or otherwise. Closing shall
                    also constitute full and final settlement of any and all
                    claims of any nature whatsoever which the Buyer or the
                    Company has or might seek to enforce against the Seller or
                    any agent of the Seller including without limitation claims
                    for breach of contract, claims in tort and any claim for
                    breach of duty.

5. MISCELLANEOUS.

          5.1  AMENDMENTS. This Agreement may be amended only by a written
               agreement signed by the Seller and the Buyer.

          5.2  EXPENSES. Except as otherwise provided herein, the Buyer agrees
               to pay for all costs and expenses (including all legal,
               accounting, broker, finder and investment banker fees), including
               costs and expenses incurred by Seller of up to an aggregate of
               $1,000, relating to this Agreement, the negotiations leading up
               to this Agreement and the transactions contemplated by this
               Agreement. Seller shall pay for its own costs and expenses
               relating to this Agreement, the negotiations leading up to this
               Agreement and the transactions contemplated by this Agreement
               that exceed $1,000.

          5.3  WAIVER. Waiver of any term or condition of this Agreement by any
               party shall only be effective if in writing and shall not be
               construed as a waiver of any subsequent breach or failure of the
               same term or condition, or a waiver of any other term or
               condition of this Agreement.


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          5.4  HEADINGS. The headings contained in this Agreement are for
               reference purposes only and shall not affect in any way the
               meaning or interpretation of this Agreement.

          5.5  SEVERABILITY. Any term or provision of this Agreement that is
               invalid or unenforceable in any situation in any jurisdiction
               shall not affect the validity or enforceability of the remaining
               terms and provisions hereof or the validity or enforceability of
               the offending term or provision in any other situation or in any
               other jurisdiction. If the final judgment of a court of competent
               jurisdiction declares that any term or provision hereof is
               invalid or unenforceable, the parties agree that the court making
               the determination of invalidity or unenforceability shall have
               the power to reduce the scope, during or area of the term or
               provision, to delete specific works or phrases, or to replace any
               invalid or unenforceable term or provision with a term or
               provision that is valid and enforceable and that comes closest to
               expressing the intention of the invalid or unenforceable term or
               provision, and this Agreement shall be enforceable as so modified
               after the expiration of the time within which the judgment may be
               appealed.

          5.6  ASSIGNMENT. This Agreement shall not be assigned by either the
               Buyer or the Seller or by operation of law or otherwise without
               the prior written consent of the other party.

          5.7  GOVERNING LAW. This Agreement shall be governed by, and construed
               in accordance with, the laws of England and Wales as to all
               matters, including but not limited to, matters of validity,
               construction, effect, performance and remedies.

          5.8  COUNTERPARTS. This Agreement may be executed in one or more
               counterparts, and by the different parties hereto in separate
               counterparts, each of which when executed shall be deemed to be
               an original but all of which shall constitute one and the same
               agreement.

          5.9  SPECIFIC PERFORMANCE. Each party acknowledges and agrees that the
               other party would be damaged irreparably in the event any of the
               provisions of this Agreement are not performed in accordance with
               their specific terms or otherwise are breached. Accordingly, each
               party agrees that the other party shall be entitled to an
               injunction or injunctions to prevent breaches of the provisions
               of this Agreement and to enforce specifically this Agreement and
               the terms and provisions hereof in any action instituted in any
               court of any country having jurisdiction over the parties and the
               matter, in addition to any other remedy to which it may be
               entitled, at law or in equity.

          5.11 CONSTRUCTION. The language used in this agreement shall be deemed
               to be the language chosen by the parties hereto to express their
               mutual intent, and no rule of strict construction shall be
               applied against either party. Any reference to any federal,
               state, local or foreign statute or law shall be deemed also to
               refer to all

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               rules and regulations promulgated thereunder, unless the context
               requires otherwise.

                            [SIGNATURE PAGE FOLLOWS]


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<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

         TODD TREUSDELL                              VALUECLICK, INC.



         /s/ TODD TREUSDELL                          /s/ JAMES R. ZARLEY
         --------------------------                  ---------------------------
         Todd Treusdell                              James R. Zarley
                                                     Chief Executive Officer


         VALUECLICK EUROPE LIMITED



         By: /s/ STEVE UMBERGER
             ---------------------
         Name:   Steve Umberger
         Title:



<PAGE>


                                   SCHEDULE A

                           LIST OF MATERIAL CONTRACTS


A.       LEASE

     Landlord:

              Peter Michael Simon
              Katherine Simon
              Hartley Pensions Administration Limited

     Terms:
              Rent paid quarterly -  3,500 GBP (yearly rent = 14,000 GBP)
              Business Rates to local authority - quarterly payment = 1,600 GBP
              (Yearly rates = 6,400 GBP)
              Start Date: Sept. 28, 1999
              Minimum Contract Length - 21 months.
              Default Contract Length - 36 months
              Must notify 3 months prior to 18th month to terminate lease on the
              18th month.

B.       GX NETWORKS LEASED 64 K/bs LINE

         GX Networks
         113-123 Upper Richmond Road
         London SW15 2TL

         Setup Charge - 587.50 GBP
         Recurring Quarterly Charge - 1,090.64 GBP

C.       ADVERTISING INSERTION ORDERS

         Maximum commitment without penalty - 6 months
         See insertion orders individually for details.


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                                   SCHEDULE B

                  LIST OF ACCOUNTS WITH FINANCIAL INSTITUTIONS


1.   DAILY CHECKING ACCOUNT DETAILS:

     Barclays Bank
     Belgravia & Knightsbridge Business Centre
     P.O. Box No. 4578
     155 Brompton Road
     London SW3 1 XD

     Account #        
     Telephone: 0171-441-3083
     Fax: 0171-584-3778
     Contact Name:  Peter Wickes

2.   BARCLAYS BANK INTEREST BEARING ACCOUNT

     Account #        

3.   BARCLAYS BANK VISA CREDIT CARD

     Company # 3009404
     Card #                   

Source: OneCLE Business Contracts.