VALUECLICK AND BE FREE TO MERGE

Merger Will Create Diversified Digital Marketing Powerhouse

Westlake Village, CA and Marlborough, MA-March 11, 2002-ValueClick, Inc. (Nasdaq: VCLK), a leading provider of traditional and interactive marketing solutions, and Be Free, Inc. (Nasdaq: BFRE), a prominent provider of performance-based marketing technology and services, today announced that they have entered into a definitive merger agreement. The combined company will be named ValueClick, Inc., and will have worldwide headquarters in Westlake Village, California.

The merger agreement, which has been approved by the board of directors of both companies, provides that each share of Be Free common stock will be converted into the right to receive 0.65882 shares of ValueClick common stock. The merger, anticipated to close by the end of the second quarter of 2002, is subject to approval by the stockholders of ValueClick and Be Free, regulatory approval and other customary closing conditions. In the merger, ValueClick will issue approximately 43.4 million shares of its common stock for all the outstanding common stock of Be Free. When the merger is completed, Be Free`s stockholders will own approximately 45% of the combined company`s outstanding shares.

A Diversified Digital Marketing Powerhouse

The merger will bring together ValueClick`s and Be Free`s broad array of online and offline technology and media services, which now encompass real-time third-party and publisher ad serving, CPM, CPC and CPA advertising, agency management software, affiliate marketing products and services, custom media solutions, customer retention and customer acquisition e-mail technology and services, and personalized recommendation technology.

By uniting the people and resources of ValueClick and Be Free, the combined company will create a world-class organization. It will have a worldwide sales force with domestic offices throughout the United States and international offices in Canada, the United Kingdom, Germany, France and Japan. With its collective operational and research and development expertise, the company will have the infrastructure and resources to develop additional products and build market share.

ValueClick has acquired five companies in the past two years, most recently Mediaplex, best known for its MOJO ad serving and eCRM technology, and AdWare Systems, a leading provider of agency management software. The successful integration of ValueClick and Be Free is expected to reap additional cost synergies in the media and technology arena.

Financial Strength of the Combined Company

Upon closing of the merger, management believes that the combined company will have the financial strength of over $270 million in cash and interest-yielding securities and annual revenue potential of $83 million, in line with ValueClick`s previously announced 2002 revenue guidance of $60 million and Be Free`s previously announced 2002 revenue guidance of $23 million. Through cost efficiencies and operational synergies, management anticipates that the combined company will reach breakeven before non-cash and non-recurring charges in the fourth quarter of 2002, and that by the middle of 2003, savings from cost reduction activities will exceed $6 million on an annualized basis.

"Our goal is to continue to add products and services that Fortune 500 firms are seeking in addition to those they already receive from ValueClick," stated James Zarley, Chairman and Chief Executive Officer of ValueClick. "Be Free is a great fit with that plan. Being able to extend our technology product offerings while achieving significant cost reductions will ensure both the growth potential and financial stability that is needed in this market."

"With this merger, ValueClick and Be Free gain the critical mass needed to substantially increase market share and build on our vision of a shared marketing platform," said Gordon B. Hoffstein, Chairman and Chief Executive Officer of Be Free. "With our complementary product lines, today`s leading companies will be able to choose one company to provide a wide range of digital marketing solutions to gain high-quality customers cost effectively."

At the close of the transaction, Be Free will become a wholly owned subsidiary of ValueClick and James Zarley will continue as the Chairman and Chief Executive Officer of the company. Following the merger, ValueClick`s board or directors will be comprised of seven members - four, including Mr. Zarley, from ValueClick and three, including Mr. Hoffstein, from Be Free.

About Be Free, Inc. (Nasdaq: BFRE)

The Be Free marketing platform allows online businesses to attract, convert and retain customers easily and cost effectively. The company provides a uniform system for tracking, managing, measuring and analyzing all of a business`s online marketing programs. These services are hosted, allowing a business to deploy its marketing programs rapidly, without placing time intensive and expensive demands on its own technical resources.

With Be Free`s industry-leading BFAST® partner marketing services, businesses manage and track strategic partners and affiliates - compensating these selling partners based on their performance. Be Free`s BSELECTSM Onsite service helps a business to convert visitors to buying customers by recommending relevant products in real time. Be Free`s customers include barnesandnoble.com, VerizonWireless.com, Staples.com, Sprint, HSN, shop.microsoft.com, Travelocity.com, Sony Corp. of America, IBM, CitiFinancial, a division of CitiGroup, gap.com and ShopNBC.

About ValueClick, Inc.

ValueClick is a leading global provider of digital marketing solutions for advertisers and web publishers. Through a combination of digital advertising, digital marketing and digital retention marketing, ValueClick provides marketers with custom media solutions to both build brand value and attract targeted, high-quality customers. To accomplish this, ValueClick employs rigorous network quality control, advanced targeting capabilities and an integrated product line. For website publishers of all sizes, ValueClick offers the ability to create reliable new revenue opportunities from their advertising inventory. ValueClick offers marketers and advertisers a wide spectrum of custom media and technology solutions such as real-time third party and publisher ad serving, CPM, CPC and CPA advertising, agency management software and both customer acquisition and customer retention email technology.