Exhibit
10.16


OFFER LETTER AMENDMENT


Whereas,  ValueClick, Inc.
(“ValueClick” or the “Company”) and Scott Patrick Barlow previously executed an
offer letter of employment dated September 19, 2001 (the “Offer Letter”).  The purpose of this document is to amend and
modify the terms and conditions of the Offer Letter as reflected herein.  All of other terms of the Offer Letter not
referenced or modified by this Amendment remain in full force and effect.


Termination; Change of Control
Benefits.


Voluntary Termination; Cause.  At any time, if your employment is terminated
by the Company with Cause, or if you resign your employment voluntarily, no
compensation or other payments will be paid or provided to you for periods
following the date when such a termination of employment is effective, provided
that any rights you may have under the benefit plans of the Company shall be
determined under the provisions of those plans. 
If your employment terminates as a result of your death or disability,
no compensation or payments will be made to you other than those to which you
may otherwise be entitled under the benefit plans of the Company.


Change
of Control Compensation.  In the event there should occur a Change of
Control (as defined below), and (i) your employment by the Company
terminates for any reason other than for Cause or on account of your permanent
disability or death or (ii) there occurs a Constructive Termination, the
Company will pay to you as severance, in one lump sum amount (unless you
indicate in writing to the Company prior to the Company’s payment of your
election to be paid in installments over a specified period) an amount equal to
six (6) months of your annual base salary in effect immediately prior to the
time of such termination.  Such amount
will be paid by the Company as soon as administratively possible following such
termination, but in all events not later than fifteen (15) days following the
effective date of such termination.  Such
amounts paid will be reduced by all applicable withholding taxes and other
deductions required by law and any additional amounts authorized by you to be
withheld.


Change in Control
Definitions.  For
purposes of this Agreement:


(a)           A “Change in Control” will be deemed to occur
upon consummation of any one of the following:


(i)            a sale, lease or other disposition of all or any material
portion of the assets of the Company;


(ii)           a merger, consolidation or other reorganization in which
the Company is not the surviving corporation and the stockholders of the
Company immediately prior to the merger, consolidation or other reorganization
fail to possess direct or indirect ownership of more than fifty percent (50%)
of the voting











power
of the securities of the surviving corporation (or if the surviving corporation
is a controlled affiliate of another Person, then the required beneficial
ownership will be determined with respect to the securities of that Person
which controls the surviving corporation and is not itself a controlled
affiliate of any other Person) immediately following such transaction;


(iii)          a merger, consolidation or other reorganization in which
the Company is the surviving corporation and the stockholders of the Company
immediately prior to such merger, consolidation or other reorganization fail to
possess direct or indirect beneficial ownership of more than fifty percent
(50%) of the securities of the Company (or if the Company is a controlled
affiliate of another Person, then the required beneficial ownership will be
determined with respect to the securities of that Person which controls the
Company and is not itself a controlled affiliate of any other Person)
immediately following such transaction;


For purposes of Sections (ii)
and (iii) above, any Person who acquired securities of the Company prior to the
occurrence of the specified transaction in contemplation of such transaction
and who immediately after such transaction possesses direct or indirect
beneficial ownership of at least ten percent (10%) of the securities of the
Company or the surviving corporation, as appropriate (or if the Company or the
surviving corporation is a controlled affiliate, then of the appropriate Person
as determined above), will not be included in the group of stockholders of the
Company immediately prior to such transaction.


(b)           A “Constructive
Termination” means any of the following occurring after a Change in Control:


(i)            a reduction, without your written consent, in your then
current annual base salary or bonus plan;


(ii)           a reduction in your job title or responsibilities;


(iii)          a relocation of your principal place of employment ninety
(90) or more miles from Westlake Village, CA.


 (c)          “Cause” means (i) a final conviction
of a felony or a crime involving moral turpitude causing material harm to the
standing and reputation of the Company; (ii) refusal to comply with
reasonable directives of the Company’s Board of Directors; (iii) negligence or
reckless or willful misconduct in the performance of Executive’s duties; (iv)
failure to perform, or continuing neglect in the performance of Executive’s
duties; (v) misconduct which has materially adverse effect upon the Company’s
business or reputation; (vi) violation of the Company policies, including,
without limitation, the Company’s policies on equal employment opportunity and
prohibition of unlawful harassment..











(d)           “Person”
means an individual, corporation, partnership, limited liability company,
association, trust, unincorporated organization or other legal entity including
any governmental entity.


Other Change of Control Benefits.  Pursuant
to Board approval, and under the terms and conditions of the Company’s Stock
Option Plan and Stock Option Agreement, including the stock vesting provisions
contained therein, you will be granted an option to purchase shares of common
stock of the Company as set forth in a Stock Option Agreement, which will be
sent to you separately.  In addition to
the options set out in your Stock Option Agreement, you may be granted an
option to purchase additional shares of common stock from time to time in the
Company’s discretion (the options in your Stock Option Agreement and any and
all options you may be granted in the future are collectively referred to
herein as the “Options”).  In addition to any amounts payable above, upon
the occurrence of a Change of Control and (i) your employment by the
Company terminates for any reason other than for Cause or on account of your
permanent disability or death or (ii) there occurs a Constructive
Termination, the vesting of one hundred percent (100%) of the Options shall be
immediately exercisable.


Please acknowledge and confirm your acceptance of this
Amendment by signing and returning the enclosed copy.  If you have any questions about this
Amendment, please call me directly.


	
  

  	
  VALUECLICK, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated: February 16, 2007

  	
  By:

  	
    /s/ Jim Zarley

  	
   

  
	
   

  	
   

  	
  Jim Zarley

  
	
   

  	
   

  	
  Chief Executive Officer

  



ACCEPTANCE:


I accept the terms of my employment with ValueClick,
Inc. as set forth herein.  I understand
that this Amendment does not constitute a contract of employment for any
specified period of time, and that my employment relationship may be terminated
by either party, with or without cause and with or without notice.


	
  Mr. Scott Patrick Barlow

  
	
   

  	
   

  
	
  /s/
  Scott P. Barlow