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                                                                 Exhibit 10.31

                                DOUBLECLICK INC.

                          REGISTRATION RIGHTS AGREEMENT


         This Registration Rights Agreement (the "AGREEMENT") is made effective
as of __________, 2000, by and among DoubleClick Inc., a Delaware corporation
(the "COMPANY") and ValueClick, Inc. (the "SECURITY HOLDER") under the Common
Stock and Warrant Purchase Agreement dated January 11, 2000 (the "PURCHASE
AGREEMENT").

                                    RECITALS

         The obligations of the Company and the Security Holder under the
Purchase Agreement are conditioned, among other things, upon the execution and
delivery of this Agreement by the Company and the Security Holder.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, all parties hereto agree as follows:


         1.   CERTAIN DEFINITIONS. As used in this Agreement, the following
terms shall have the following respective meanings:

              "COMMISSION" means the Securities and Exchange Commission or any
other Federal agency at the time administering the Securities Act.

              "CONSIDERATION SHARES" means the Common Stock of the Company
issued or issuable to Security Holder pursuant to the Purchase Agreement and the
Common Stock Purchase Warrant attached as an exhibit to the Purchase Agreement.

              "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, or any similar Federal rule or statute and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.

              "HOLDER" means the Security Holder.

              "REGISTRABLE SECURITIES" means (i) the Consideration Shares; and
(ii) any Common Stock of the Company issued or issuable in respect of any of the
foregoing upon any conversion, stock split, stock dividend, recapitalization, or
similar event; PROVIDED, HOWEVER, that securities shall only be treated as
Registrable Securities if and so long as (i) they have not been registered or
sold to or through a broker or dealer or underwriter in a public distribution or
a public securities transaction and (ii) the registration rights with respect to
such securities have not terminated pursuant to Section 5.6.


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              The terms "REGISTER," "REGISTERED" and "REGISTRATION" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.

              "REGISTRATION EXPENSES" shall mean all expenses, except as
otherwise stated below, incurred by the Company in complying with Section 5.1
hereof, including without limitation, all registration, qualification and filing
fees, printing expenses, escrow fees, fees and disbursements of counsel for the
Company, blue sky fees and expenses, the expense of any special audits incident
to or required by any such registration (but excluding Selling Expenses and the
compensation of regular employees of the Company which shall be paid in any
event by the Company). Registration Expenses shall also include the reasonable
fees and disbursements for one special counsel to the selling stockholders for
the registrations pursuant to Section 5.1 hereof.

              "RESTRICTED SECURITIES" shall mean the securities of the Company
required to bear the legends set forth in Section 3 hereof.

              "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, or any similar Federal rule or statute and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.

              "SELLING EXPENSES" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities registered by
the Holder and, except as set forth in the definition of REGISTRATION Expenses
above, all fees and disbursements of counsel for any Holder.

         2.   RESTRICTIONS ON TRANSFERABILITY. The Consideration Shares, and
any securities issued in respect of such stock upon any stock split, stock
dividend, recapitalization, merger, or similar event, shall not be sold,
assigned, transferred or pledged except upon the conditions specified in this
Agreement, which conditions are intended to ensure compliance with the
provisions of the Securities Act. Each Holder or transferee will cause any
proposed purchaser, assignee, transferee, or pledgee of any such shares held by
the Holder or transferee to agree to take and hold such securities subject to
the restrictions and upon the conditions specified in this Agreement.

         3.   RESTRICTIVE LEGEND. Each certificate representing the
Consideration Shares, or any other securities issued in respect of such stock
upon any stock split, stock dividend, recapitalization, merger, or similar
event, shall (unless otherwise permitted by the provisions of Section 4 below)
be stamped or otherwise imprinted with a legend in substantially the following
form (in addition to any legends required by agreement or by applicable state
securities laws):

                  THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
                  HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR
                  IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH
                  SHARES GENERALLY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
                  OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF
                  COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR
                  TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
                  DELIVERY REQUIREMENTS OF SAID ACT.

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              Each Holder consents to the Company making a notation on its
records and giving instructions to any transfer agent of its capital stock in
order to implement the restrictions on transfer established in this Agreement.


         4.   NOTICE OF PROPOSED TRANSFERS. The holder of each certificate
representing Restricted Securities by acceptance thereof agrees to comply in all
respects with the provisions of this Section 4. Without in any way limiting the
immediately preceding sentence, no sale, assignment, transfer or pledge of
Restricted Securities shall be made by any holder thereof to any person unless
such person shall first agree in writing to be bound by the restrictions of this
Agreement. Prior to any proposed sale, assignment, transfer or pledge of any
Restricted Securities, unless there is in effect a registration statement under
the Securities Act covering the proposed transfer, the holder thereof shall give
written notice to the Company of such holder's intention to effect such
transfer, sale, assignment or pledge. Each such notice shall describe the manner
and circumstances of the proposed transfer, sale, assignment or pledge in
sufficient detail. Each certificate evidencing the Restricted Securities
transferred as above provided shall bear, except if such transfer is made
pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3
above, except that such certificate shall not bear such restrictive legend if in
the opinion of counsel for such holder and counsel for the Company such legend
is not required in order to establish compliance with any provision of the
Securities Act. Notwithstanding the foregoing, each holder of Restricted
Securities agrees that it will not request that a transfer of the Restricted
Securities be made or that the legend set forth in Section 3 be removed from the
certificate representing the Restricted Securities, solely in reliance on Rule
144(k) if solely as a result thereof, the Company would be rendered subject to
the reporting requirements of the Exchange Act.

         5.   REGISTRATION.

              5.1    REQUESTED REGISTRATION.


                     (a)   REQUEST FOR REGISTRATION. In case the Company shall
receive from Holder a written request that the Company effect any registration
with respect to shares of Registrable Securities, so long as the Company meets
the minimum qualifications for listing and inclusion on the Nasdaq National
Market, the Company will:


                           (i)   promptly give written notice of the proposed
registration to Holder; and

                          (ii)   as soon as practicable, use its best efforts to
effect such registration as part of a firm commitment underwritten public
offering with underwriters reasonably acceptable to Holder and the Company
(including, without limitation, appropriate qualification under applicable
state securities laws and appropriate compliance with applicable regulations
issued under the Securities Act and any other governmental requirements or
regulations) as may be so requested and as would permit or facilitate the sale
and distribution of all or such portion of such Registrable Securities as are
specified in such request, together with all or such portion of the Registrable
Securities of Holder.

                     Notwithstanding the foregoing, the Company shall not be
obligated to take any action to effect or complete any such registration
pursuant to this Section 5.1:

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                     (A) Unless the requested registration would include at
least 20% of the Registrable Securities or any lesser percentage so long as the
aggregate offering price of all Registrable Securities sought to be registered
by Holder, net of underwriting discounts and commissions, would exceed
$5,000,000;

                     (B) During the period starting with the date sixty (60)
days prior to the Company's estimated date of filing of, and ending on the date
six (6) months immediately following the effective date of, any registration
statement pertaining to securities of the Company (other than a registration of
securities in a Rule 145 transaction or with respect to an employee benefit
plan), provided that the Company is actively employing in good faith all
reasonable efforts to cause such registration statement to become effective;

                     (C) If the Company, within ten (10) days of the receipt of
the request of the Holder, gives notice of its bona fide intention to effect the
filing of a registration statement with the Commission within ninety (90) days
of receipt of such request (other than with respect to a registration statement
relating to a Rule 145 transaction, an offering solely to employees or any other
registration which is not appropriate for the registration of Registrable
Securities);

                     (D) After the Company has effected one (1) registration
pursuant to this Section 5.1, and such registration has been declared or ordered
effective; or

                     (E) If the Company shall furnish to Holder a certificate
signed by an executive officer of the Company stating that in the good faith
judgment of the Board of Directors it would be seriously detrimental to the
Company or its stockholders for a registration statement to be filed in the near
future. In such case, the Company's obligation to use its best efforts to
register, qualify or comply under this Section 5.1(a) shall be deferred for a
period not to exceed 120 days from the date of receipt of the written request
from Holder, provided that the Company may not defer registration under this
deferral right for more than an aggregate of 120 days per twelve month period.

         Subject to the foregoing clauses (A) through (E), the Company shall
file a registration statement covering the Registrable Securities so requested
to be registered as soon as practicable after receipt of the request of the
Holder.

             (b)  UNDERWRITING. In the event of a registration pursuant to
Section 5.1, the Company shall advise Holder as part of the notice given
pursuant to Section 5.1(a)(i) that the right of Holder to registration pursuant
to Section 5.1 shall be conditioned upon Holder's participation in the
underwriting arrangements required by this Section 5.1, and the inclusion of
Holder's Registrable Securities in the underwriting to the extent requested
shall be limited to the extent provided herein.

         The Company shall, together with Holder, enter into an underwriting
agreement in customary form with the managing underwriter selected for such
underwriting by the Holder, but subject to the Company's reasonable approval.
Notwithstanding any other provision of this Section 5.1, if the managing
underwriter advises the Holder in writing that marketing factors require a
limitation of the number of shares to be underwritten, then the Company shall so
advise Holder and the number of shares of Registrable Securities that may be
included in the registration and underwriting shall be reduced; PROVIDED,
HOWEVER, that in the event of such limitation on the number of shares to be
underwritten, then the shares of Company capital stock to be included in the
registration held by any

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Company officer or director shall be reduced on a pro rata basis according to
the total number of shares to be included in such registration. To facilitate
the allocation of shares in accordance with the above provisions, the Company or
the underwriters may round the number of shares allocated to any Holder to the
nearest 100 shares. If Holder of Registrable Securities disapproves of the terms
of the underwriting, it may elect to withdraw therefrom by written notice to the
Company and shall not be deemed to have used a registration under this Section
5.1.

              5.2      COMPANY REGISTRATION.

                   (a) NOTICE OF REGISTRATION. If at any time or from time to
time the Company shall determine to register any of its equity securities,
either for its own account or the account of Holder or other holders, other than
(i) a registration relating solely to employee benefit plans, (ii) a
registration relating solely to a Rule 145 transaction, or (iii) a registration
in which the only equity security being registered is Common Stock issuable upon
conversion of convertible debt securities which are also being registered, the
Company will:

                       (i)  promptly give to Holder written notice thereof; and

                      (ii)  include in such registration (and any related

qualifications including compliance with Blue Sky laws), and in any
underwriting involved therein, all the Registrable Securities specified in a
written request, made within 20 days after the date of such written

                     (iii) notice from the Company, by any Holder.

                   (b) UNDERWRITING. If the registration of which the Company
gives notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holder as a part of the written notice given
pursuant to Section 5.2(a)(i). In such event, the right of Holder to
registration pursuant to Section 5.2 shall be conditioned upon Holder's
participation in such underwriting and the inclusion of Registrable Securities
in the underwriting shall be limited to the extent provided herein.

                   If Holder proposes to distribute their securities through
such underwriting, the Holder shall (together with the Company and any other
holders of Company Securities distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with the
managing underwriter selected for such underwriting by the Company.
Notwithstanding any other provision of this Section 5.2, if the managing
underwriter determines that marketing factors require a limitation of the number
of shares to be underwritten, the managing underwriter may limit the Registrable
Securities to be included in such registration to zero; PROVIDED, HOWEVER, that
in the event of such limitation on the number of shares to be underwritten, then
the shares of Company capital stock to be included in the registration held by
any Company officer or director shall be reduced on a pro rata basis according
to the total number of shares to be included in such registration. The Company
shall so advise Holder and the number of shares of Registrable Securities that
may be included in the registration and underwriting by Holder shall be reduced.
To facilitate the allocation of shares in accordance with the above provisions,
the Company or the underwriters may round the number of shares allocated to
Holder to the nearest 100 shares. If Holder disapproves of the terms of any such
underwriting, Holder may elect to withdraw therefrom by written notice to the
Company.

                                       5
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                   (c) RIGHT TO TERMINATE REGISTRATION. The Company shall have
the right to terminate or withdraw any registration initiated by it under this
Section 5.2 prior to the effectiveness of such registration whether or not
Holder has elected to include securities in such registration.

           5.3      REGISTRATION ON FORM S-3.

                   (a) REQUEST FOR REGISTRATION. In case the Company shall
receive from Holder a written request that the Company file a registration
statement on Form S-3 (or any successor form to Form S-3) for a public offering
of shares of the Registrable Securities the aggregate price to the public of
which, net of underwriting discounts and commissions, would exceed $1,000,000,
and the Company is a registrant entitled to use Form S-3 to register the
Registrable Securities for such an offering, the Company shall use its best
efforts to cause such Registrable Securities to be registered for the offering
on such form and to cause such Registrable Securities to be qualified in the
jurisdiction as Holder may reasonably request. The Company shall further use its
best efforts to cause one such offering of Registrable Securities to be
registered by February 29, 2000; PROVIDED, HOWEVER, that the Company shall not
be required to effect more than two registrations pursuant to this Section 5.3.
Such registrations must be maintained in effect until the earlier of (i) the
expiration of 30 days or (ii) the date the shares under registration on Form S-3
are sold. If such offer is to be an underwritten offer, the underwriters shall
be selected by the Company and approved by Holder with such approval not being
unreasonably withheld.


                   (b) In the event the registration is proposed to be part of a
firm commitment underwritten public offering, the following provisions shall be
applicable to each such registration initiated under this Section 5.3. The
Company shall, together with Holder, enter into an underwriting agreement in
customary form with the managing underwriter selected for such underwriting by
Company, but subject to Holder's reasonable approval. Notwithstanding any other
provision of this Section 5.3, if the managing underwriter advises Holder in
writing that marketing factors require a limitation of the number of shares to
be underwritten, then the Company shall so advise Holder. No Registrable
Securities excluded from the underwriting by reason of the underwriter's
marketing limitation shall be included in such registration. If Holder of
Registrable Securities disapproves of the terms of the underwriting, it may
elect to withdraw therefrom by written notice to the Company and shall not be
deemed to have used a registration under this Section 5.3.


                   (c) Notwithstanding the foregoing, the Company shall not be
obligated to take any action pursuant to this Section 5.3:


                       (i) During the period starting with the date sixty (60)
days prior to the Company's estimated date of filing of, and ending on the date
 six (6) months immediately following the effective date of, any registration
statement pertaining to securities of the Company (other than a registration of
securities in a Rule 145 transaction or with respect to an employee benefit
plan), provided that the Company is actively employing in good faith all
reasonable efforts to cause such registration statement to become effective; or,


                      (ii) If the Company shall furnish to Holder a certificate
signed by an officer of the Company stating that, in the good faith judgment of
the Board of Directors, it would be seriously detrimental to the Company or its
stockholders for a registration statement to be filed in the near future, then
the Company's obligation to use its best efforts to file a registration
statement shall be deferred for no more than an aggregate of 120 days from the
receipt of the request to file

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such registration by the Holder during any twelve month period, provided that
the Company may not defer registration under this deferral right for more than
an aggregate of 120 days per twelve month period.

              5.4 EXPENSES OF REGISTRATION. All Registration Expenses shall
be borne by the Company. Notwithstanding the foregoing, in the event that Holder
causes the Company to begin a registration pursuant to Section 5.1 or Section
5.3 and the request for such registration is subsequently withdrawn by the
Holder, or such registration is not completed due to failure to meet the net
proceeds requirement set forth in such section or is otherwise not successfully
completed due to no fault of the Company, Holder shall be deemed to have
forfeited its right to one registration under Section 5.1 or Section 5.3 unless
the Holder pays for, or reimburse the Company for, the Registration Expenses
incurred in connection with such withdrawn or incomplete registration, or unless
such registration is withdrawn as a result of a material change in the Company's
condition. Unless otherwise stated, all Selling Expenses relating to securities
registered on behalf of the Holder and all other registration expenses shall be
borne by the Holder.

              5.5 REGISTRATION PROCEDURES. In the case of each registration
effected by the Company pursuant to this Agreement, the Company will keep Holder
advised in writing as to the initiation of such registration and as to the
completion thereof. The Company will:

                   (a) Prepare and file with the Commission a registration
statement and such amendments and supplements as may be necessary and use its
best efforts to cause such registration statement to become and remain effective
for at least 30 days or until the distribution described in the registration
statement has been completed, whichever first occurs; and

                   (b) Furnish to Holder and to the underwriters of the
securities being registered such reasonable number of copies of the registration
statement, preliminary prospectus, final prospectus and such other documents as
such underwriters may reasonably request in order to facilitate the public
offering of such securities.

                   (c) Use its best efforts to register and qualify the
securities covered by such registration statement under the securities laws of
such jurisdictions as shall be reasonably appropriate for the distribution of
the securities covered by the registration statement, provided that the Company
shall not be required in connection therewith or as a condition thereto to
qualify to do business or to file a general consent to service of process in any
such jurisdiction, and provided further that (anything in this Agreement to the
contrary notwithstanding with respect to the bearing of expenses) if any
jurisdiction in which the securities shall be qualified shall require that
expenses incurred in connection with the qualification of the securities in that
jurisdiction be borne by selling shareholders, then such expenses shall be
payable by Holder, to the extent required by jurisdiction if Holder does not
elect to withdraw from the registration after notice of such requirement.

                   (d) In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement with terms
generally satisfactory to the managing underwriter of such offering. Holder
shall also enter into and perform its obligations under such an agreement.

                   (e) Notify Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such

                                       7
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registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing.

                   (f) Cause all such Registrable Securities registered
hereunder to be listed on each securities exchange on which similar securities
issued by the Company are then listed.

                   (g) Provide a transfer agent and registrar for all
Registrable Securities registered pursuant to such registration statement and a
CUSIP number for all such Registrable Securities, in each case not later than
the effective date of the registration.

                   (h) Use its best efforts to furnish, at the request of Holder
requesting registration of Registrable Securities pursuant to this Section 5, on
the date that such Registrable Securities are delivered to the underwriters for
sale, if such securities are being sold through underwriters, (i) an opinion,
dated as of such date, of the counsel representing the Company for the purposes
of such registration, in form and substance as is provided to the underwriters
in such underwritten public offering, and (ii) a letter, dated as of such date,
from the independent certified public accountants of the Company in form and
substance as is provided by independent certified public accountants to the
underwriters in such underwritten public offering.

              5.6 INFORMATION BY HOLDER. The Holder of Registrable
Securities included in any registration shall furnish to the Company such
information regarding such Holder, the Registrable Securities held by them and
the distribution proposed by such Holder as the Company may request in writing
and as shall be required in connection with any registration referred to in this
Agreement.

              5.7 RULE 144 REPORTING. With a view to making available the
benefits of certain rules and regulations of the Commission which may at any
time permit the sale of the Restricted Securities to the public without
registration, after such time as a public market exists for the Common Stock of
the Company, the Company agrees to use best efforts to:

                   (a) Make and keep public information available, as those
terms are understood and defined in Rule 144 under the Securities Act, at all
times after the effective date that the Company becomes subject to the reporting
requirements of the Securities Act or the Exchange Act;

                   (b) File with the Commission in a timely manner all reports
and other documents required of the Company under the Securities Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements); and

                   (c) So long as Holder owns any Restricted Securities, to
furnish to the Holder forthwith upon request a written statement by the Company
as to its compliance with the reporting requirements of said Rule 144 (at any
time after 90 days after the effective date of the first registration statement
filed by the Company for an offering of its securities to the general public), a
copy of the most recent annual or quarterly report of the Company, and such
other reports and documents of the Company and other information in the
possession of or reasonably obtainable by the Company as the Holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing the Holder to sell any such securities without registration.

                                       8

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              5.8 TERMINATION OF REGISTRATION RIGHTS. The rights granted
pursuant to Sections 5.1, 5.2 and 5.3 of this Agreement shall terminate 28
months after the effective date of this Agreement.

          6.  AMENDMENT. Except as otherwise provided above, any
provision of this Agreement may be amended or the observance thereof may be
waived (either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the Holder. Any
amendment or waiver effected in accordance this Section 6 shall be binding upon
the Holder and the Company.

          7.  GOVERNING LAW. This Agreement shall be governed in all
respects by the internal laws of the State of Delaware without regard to
conflict of laws provisions.

          8.  ENTIRE AGREEMENT. This Agreement constitutes the full and entire
understanding and Agreement among the parties regarding the matters set forth
herein. Except as otherwise expressly provided herein, the provisions hereof
shall inure to the benefit of, and be binding upon the successors, assigns,
heirs, executors and administrators of the parties hereto.

          9.  NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by facsimile
transmission, by hand or by messenger, addressed:

                   (a) if to the Holder to:

                   ValueClick, Inc.
                   6450 Via Real
                   P.O. Box 5008
                   Carpinteria, CA  93014-5008
                   Attn:  Kurt Johnson
                   Fax:  (805) 566-9202


                   with a copy to:

                   Brobeck Phleger & Harrison
                   550 South Hope Street
                   Los Angeles, CA  90071
                   Attn:  Kenneth R. Bender, Esq.
                   Fax:  (213) 745-3345


         or at such other address as the Holder shall have furnished to the
         Company.



                   if to the Company to:

                   DoubleClick Inc.
                   450 West 33rd Street, 16th Floor
                   New York, NY  10001
                   Attn:  Elizabeth Wang
                   Fax:  (212) 287-9704

                                       9
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                   with a copy to:


                    Wilson Sonsini Goodrich & Rosati, P.C.
                    One Market, Spear Street Tower
                    San Francisco, California 94105
                    Attn:  Steve Camahort, Esq.
                    Fax:  (415) 222-9633


or at such other address as such Company shall have furnished to the Holder.


         Each such notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given when delivered if
delivered personally, if sent by facsimile, the first business day after the
date of confirmation that the facsimile has been successfully transmitted to the
facsimile number for the party notified, or, if sent by mail, at the earlier of
its receipt or 72 hours after the same has been deposited in a regularly
maintained receptacle for the deposit of the United States mail, addressed and
mailed as aforesaid.


          10. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.


                                       10
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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.

"THE COMPANY"

DoubleClick Inc.
a Delaware corporation


By:
       -----------------------------------------------
Name:
       -----------------------------------------------
Title:
       -----------------------------------------------


"THE PURCHASER"

ValueClick, Inc.
a Delaware corporation

By:
       -----------------------------------------------
Name:
       -----------------------------------------------
Its:
       -----------------------------------------------








              [Signature Page to Registration Rights Agreement]