**Exhibit10.16**

**OFFER LETTER AMENDMENT**

Whereas,****ValueClick, Inc.(“ValueClick” or the “Company”) and Scott Patrick Barlow previously executed anoffer letter of employment dated September 19, 2001 (the “Offer Letter”).  The purpose of this document is to amend andmodify the terms and conditions of the Offer Letter as reflected herein.  All of other terms of the Offer Letter notreferenced or modified by this Amendment remain in full force and effect.

**Termination; Change of ControlBenefits.**

Voluntary Termination; Cause.  At any time, if your employment is terminatedby the Company with Cause, or if you resign your employment voluntarily, nocompensation or other payments will be paid or provided to you for periodsfollowing the date when such a termination of employment is effective, providedthat any rights you may have under the benefit plans of the Company shall bedetermined 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 youmay otherwise be entitled under the benefit plans of the Company.

Changeof Control Compensation.  In the event there should occur a Change ofControl (as defined below), and (i) your employment by the Companyterminates for any reason other than for Cause or on account of your permanentdisability or death or (ii) there occurs a Constructive Termination, theCompany will pay to you as severance, in one lump sum amount (unless youindicate in writing to the Company prior to the Company’s payment of yourelection to be paid in installments over a specified period) an amount equal tosix (6) months of your annual base salary in effect immediately prior to thetime of such termination.  Such amountwill be paid by the Company as soon as administratively possible following suchtermination, but in all events not later than fifteen (15) days following theeffective date of such termination.  Suchamounts paid will be reduced by all applicable withholding taxes and otherdeductions required by law and any additional amounts authorized by you to bewithheld.

Change in ControlDefinitions.  Forpurposes of this Agreement:

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

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

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

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

(iii)          a merger, consolidation or other reorganization in whichthe Company is the surviving corporation and the stockholders of the Companyimmediately prior to such merger, consolidation or other reorganization fail topossess direct or indirect beneficial ownership of more than fifty percent(50%) of the securities of the Company (or if the Company is a controlledaffiliate of another Person, then the required beneficial ownership will bedetermined with respect to the securities of that Person which controls theCompany 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 theoccurrence of the specified transaction in contemplation of such transactionand who immediately after such transaction possesses direct or indirectbeneficial ownership of at least ten percent (10%) of the securities of theCompany or the surviving corporation, as appropriate (or if the Company or thesurviving corporation is a controlled affiliate, then of the appropriate Personas determined above), will not be included in the group of stockholders of theCompany immediately prior to such transaction.

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

(i)            a reduction, without your written consent, in your thencurrent 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 convictionof a felony or a crime involving moral turpitude causing material harm to thestanding and reputation of the Company; (ii) refusal to comply withreasonable directives of the Company’s Board of Directors; (iii) negligence orreckless or willful misconduct in the performance of Executive’s duties; (iv)failure to perform, or continuing neglect in the performance of Executive’sduties; (v) misconduct which has materially adverse effect upon the Company’sbusiness or reputation; (vi) violation of the Company policies, including,without limitation, the Company’s policies on equal employment opportunity andprohibition of unlawful harassment..

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

Other Change of Control Benefits.  Pursuantto Board approval, and under the terms and conditions of the Company’s StockOption Plan and Stock Option Agreement, including the stock vesting provisionscontained therein, you will be granted an option to purchase shares of commonstock of the Company as set forth in a Stock Option Agreement, which will besent to you separately.  In addition tothe options set out in your Stock Option Agreement, you may be granted anoption to purchase additional shares of common stock from time to time in theCompany’s discretion (the options in your Stock Option Agreement and any andall options you may be granted in the future are collectively referred toherein as the “Options”).  In addition to any amounts payable above, uponthe occurrence of a Change of Control and (i) your employment by theCompany terminates for any reason other than for Cause or on account of yourpermanent disability or death or (ii) there occurs a ConstructiveTermination, the vesting of one hundred percent (100%) of the Options shall beimmediately exercisable.

Please acknowledge and confirm your acceptance of thisAmendment by signing and returning the enclosed copy.  If you have any questions about thisAmendment, 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 understandthat this Amendment does not constitute a contract of employment for anyspecified period of time, and that my employment relationship may be terminatedby either party, with or without cause and with or without notice.
| Mr. Scott Patrick Barlow |
|--------------------------|
| * *                 | * * |
| */s/  Scott P. Barlow*   | * * |

 

 

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