SC 13D

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Be Free, Inc. (Name of Issuer)

Common Stock, par value $0.01 per share (Title of Class of Securities)

073308108 (CUSIP Number)

James R. Zarley
ValueClick, Inc.
4360 Park Terrace Drive, Suite 100
Westlake Village, California 91361
Telephone (818) 575-4500
Facsimile (818) 575-4508

Copy to:
Kenneth R. Bender
Brobeck, Phleger & Harrison LLP
550 South Hope Street
Los Angeles, California 90071
Telephone (213) 489-4060
Facsimile (213) 745-3345

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

March 10, 2002 (Date of Event Which Requires Filing of This Statement)

        If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(c), 13d-1(f) or 13d-1(g), check the following box o.

        Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

        ¹ The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

        The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.    073308108 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) VALUECLICK, INC. 770495335
2	CHECK THE APPROPRIATE BOX IF A MEMBER	(a)	o
	OF A GROUP	(b)	o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E).o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 10,245,652
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,245,652
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.57%
14	TYPE OF REPORTING PERSON* CO

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Item 1.    Security and Issuer

        The class of equity securities to which this statement on Schedule 13D (the "Statement") relates is the common stock, par value $0.01 per share (the "Common Stock"), of Be Free, Inc., a Delaware corporation (the "Issuer"), with its principal executive office located at 154 Crane Meadow Drive, Suite 100, Marlborough, MA 01745.

Item 2.    Identity and Background

        This Statement is being filed by ValueClick, Inc., a Delaware corporation ("ValueClick"). The address of the principal executive office of ValueClick is 4360 Park Terrace Drive, Suite 100, Westlake Village, California 91361. ValueClick is a leading provider of performance-based Internet advertising solutions.

        Information regarding the directors and executive officers of ValueClick is set forth on Schedule I attached hereto. All of the directors and executive officers of ValueClick are U.S. citizens.

        During the last five years, to the knowledge of ValueClick, no person named on Schedule I has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.    Source and Amount of Funds or Other Consideration

        Pursuant to an Agreement and Plan of Merger, dated as of March 10, 2002 (the "Merger Agreement"), by and among ValueClick, the Issuer, and Bravo Acquisition I Corp., a Delaware corporation ("Merger Sub"), and subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge (the "Merger") with and into Issuer and Issuer will become a wholly-owned subsidiary of ValueClick. At the effective time of the Merger, Merger Sub will cease to exist as a corporation and all of the business, assets, liabilities and obligations of Merger Sub will be merged with and into Issuer, with Issuer remaining as the surviving corporation (sometimes referred to herein as the "Surviving Corporation").

        As an inducement to ValueClick to enter into the Merger Agreement, certain stockholders of the Issuer entered into Voting Agreements (as defined in Item 4) with ValueClick and have, by executing the Voting Agreements and the related irrevocable proxies attached to the Voting Agreements as Exhibit A thereto, irrevocably appointed ValueClick (or any nominee of ValueClick) as his or its lawful attorney and proxy. Such proxies give ValueClick the limited right to vote each of the 10,245,652 shares of the Issuer's Common Stock beneficially and collectively owned by these stockholders in all matters related to the Merger.

        References to, and descriptions of, the Merger, the Merger Agreement and the Voting Agreements set forth herein are qualified in their entirety by reference to the copies of the Merger Agreement and the form of Voting Agreements included as Exhibits 1 and 2, respectively, to this Statement, which are incorporated by reference herein in their entirety where such references and descriptions appear.

Item 4.    Purpose of Transaction

        (a)-(b) As described in Item 3 above, this Statement relates to the acquisition of Issuer by ValueClick pursuant to a statutory merger of Merger Sub with and into Issuer, pursuant to which, at the effective time of the Merger, Merger Sub will cease to exist as a corporation and all of the business, assets, liabilities and obligations of Merger Sub will be merged with and into Issuer, with Issuer remaining as the Surviving Corporation and as a wholly-owned subsidiary of ValueClick. By

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virtue of the Merger, each holder of outstanding shares of Issuer's Common Stock will receive, in exchange for each share held by such holder, 0.65882 shares of common stock of ValueClick. Additionally, the Merger Agreement requires ValueClick to assume the Issuer's 1998 Stock Incentive Plan and the TriVida Corporation 1998 Equity Incentive Plan, as well as the outstanding options issued under such plans or certain other agreements.

        In connection with the Merger Agreement, ValueClick entered into voting agreements, dated as of March 10, 2002 (collectively, the "Voting Agreements"), with each of Gordon B. Hoffstein, Chairman and Chief Executive Officer of the Issuer, H. Blair Heavey, Executive Vice President, Sales of the Issuer, Stephen M. Joseph, Chief Financial Officer of the Issuer, Samuel P. Gerace, Jr., Executive Vice President, Chief Technology Officer and a director of the Issuer, Jeffrey F. Rayport, a director of the Issuer, Ted R. Dintersmith, a director of the Issuer, the Dintersmith Family Limited Partnership, the Charles River Partnership VIII, L.P., and the Charles River Partnership VIII-A-LLC (collectively, the "Stockholders").

        As an inducement to ValueClick to enter into the Merger Agreement, the Stockholders entered into Voting Agreements with ValueClick and have, by executing the Voting Agreements and the related irrevocable proxies attached to the Voting Agreements as Exhibit A thereto, irrevocably appointed ValueClick (or any nominee of ValueClick) as his or its lawful attorney and proxy. Such proxies give ValueClick the limited right to vote each of the 10,245,652 shares of the Issuer's Common Stock (the "Shares") beneficially and collectively owned by the Stockholders in all matters related to the Merger.

        In exercising its right to vote the Shares as lawful attorney and proxy of the Stockholders, ValueClick's (or any nominee of ValueClick's) power with respect to the Shares at every meeting of the stockholders of the Issuer and at every adjournment or postponement thereof and on every action or approval by written consent of the stockholders of the Issuer, will be limited to voting the Shares (a) in favor of (i) adoption of the Merger Agreement (ii) waiving any notice that may have been or may be required relating thereto and (iii) any matter that would reasonably be expected to facilitate the Merger and (b) against any matter that would reasonably be expected to hinder, impede, prevent or delay the consummation of the Merger. Additionally, such Stockholder may not enter into any agreement or understanding with any person to vote or give instructions inconsistent with clause "(a)" or "(b)" of the preceding sentence. The Stockholders may vote the Shares on all other matters. Additionally, the Stockholders agree not to dispose of beneficial ownership of any of the Shares during the term of the Voting Agreements.

        The Voting Agreements shall terminate and shall have no further force or effect as of the earliest of (a) the closing of the Merger, (b) the termination of the Merger Agreement and (c) September 1, 2002.

        (c)  Not applicable.

        (d)  Upon the consummation of the Merger, the directors of the Surviving Corporation will be the directors of Merger Sub immediately prior to the effective time of the Merger, until their respective successors are duly elected or appointed and qualified. Upon consummation of the Merger, the initial officers of the Surviving Corporation will be the officers of Merger Sub immediately prior to the effective time of the Merger, until his respective successor is duly appointed. At the effective time, Gordon B. Hoffstein, Samuel P. Gerace, Jr. and Stephen M. Joseph will be the Chief Executive Officer, Chief Technical Officer and Chief Financial Officer, respectively.

        (e)  Other than as described above, not applicable.

        (f)    Not applicable.

        (g)  Upon consummation of the Merger, the Certificate of Incorporation of Issuer shall be amended and restated to be identical to the Certificate of Incorporation of Merger Sub immediately

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prior to the effective time of the Merger (except that the name of Issuer will remain Be Free, Inc.), and such Certificate of Incorporation of Issuer, as so amended and restated, will be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the General Corporation Law of the State of Delaware and such Certificate of Incorporation. Upon consummation of the Merger, the Bylaws of Merger Sub, as in effect immediately prior to the Merger, will be, at the effective time of the merger, the Bylaws of the Surviving Corporation until thereafter amended in accordance with the General Corporation Law of the State of Delaware, the Certificate of Incorporation and such Bylaws.

        (h)-(i) Upon consummation of the Merger, the Issuer's Common Stock will be deregistered under the Securities Exchange Act of 1934, as amended, and delisted from the Nasdaq National Market.

        (j)    Other than as described above, ValueClick currently has no plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D (although ValueClick reserves the right to develop such plans).

        References to, and descriptions of, the Merger, the Merger Agreement and the Voting Agreements set forth herein are qualified in their entirety by reference to the copies of the Merger Agreement and the form of Voting Agreements included as Exhibits 1 and 2, respectively, to this Statement, which are incorporated by reference herein in their entirety where such references and descriptions appear.

Item 5.    Interest in Securities of the Issuer

        (a)-(b) As a result of the Voting Agreements, ValueClick may be deemed to beneficially own and have shared power to vote 10,245,652 shares of Common Stock, representing 15.57% of the outstanding shares of the Issuer. The calculation of the foregoing percentage is based on the number of shares of Common Stock disclosed to ValueClick by the Issuer as outstanding as of March 10, 2002. Except as set forth herein, to the knowledge of ValueClick, no director or executive officer of ValueClick beneficially owns any other shares of the Issuer.

        (c)  There have been no transactions by ValueClick in securities of the Issuer during the past sixty days. To the knowledge of ValueClick, there have been no transactions by any director or executive officer of ValueClick in securities of the Issuer during the past sixty days.

        (d)  Not applicable.

        (e)  Not applicable.

Item 6.    Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

        Other than the Merger Agreement and the Voting Agreements, to the knowledge of ValueClick, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses or the giving or withholding of proxies.

Item 7.    Material to be Filed as Exhibits

1.

Agreement and Plan of Merger, dated as of March 10, 2002, among Be Free, Inc., ValueClick, Inc., and Bravo Acquisition I Corp. (incorporated herein by reference to Exhibit 2.1 to the Issuer's Form 8-K, filed with the SEC on March 12, 2002).



2.

Form of Voting Agreement, dated as of March 10, 2002, by and between ValueClick, Inc. and certain stockholders of Be Free, Inc.

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        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

	ValueClick, Inc.
Dated:    March 20, 2002
	By:	/s/ James R. Zarley
		Name:	James R. Zarley
		Title:	Chairman, President and Chief Executive Officer

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EXHIBIT INDEX

1.

Agreement and Plan of Merger, dated as of March 10, 2002, among Be Free, Inc., ValueClick, Inc., and Bravo Acquisition I Corp. (incorporated herein by reference to Exhibit 2.1 to the Issuer's Form 8-K, filed with the SEC on March 12, 2002).



2.

Form of Voting Agreement, dated as of March 10, 2002, by and between ValueClick, Inc. and certain stockholder of Be Free, Inc.

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SCHEDULE I

        The name, present principal occupation and business address of each director and executive officer of ValueClick, Inc. is set forth below. Except as indicated, the business address of each person listed below is 4360 Park Terrace Drive, Suite 100, Westlake Village, California 91361. Each person is a citizen of the United States of America.

Name and Title	Present Principal Occupation and Name of Employer
James R. Zarley Chairman, Chief Executive Officer and President	Chairman, Chief Executive Officer and President of ValueClick, Inc.
Samuel Paisley Chief Operating Officer and President of Media	Chief Operating Officer and President of Media
David S. Buzby Director	Independent Investor
Robert D. Leppo Director	Independent Investor
Martin T. Hart Director	Independent Investor
Jeffrey E. Epstein Director	Independent Investor
Ira Carlin Director	Chairman of Universal McCann
George R. Raifman Director	Director of ValueClick, Inc.
Stephen J. Umberger Director	Co-owner and President of the Jacksonville Tomcats
Tom A. Vandais Director	Director of ValueClick, Inc.
Kurt A. Johnson Chief Financial Officer	Chief Financial Officer of ValueClick, Inc.
Peter Wolfert Chief Technology Officer	Chief Technology Officer of ValueClick, Inc.

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Item 1. Security and Issuer
Item 2. Identity and Background
Item 3. Source and Amount of Funds or Other Consideration
Item 4. Purpose of Transaction
Item 5. Interest in Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 7. Material to be Filed as Exhibits

EXHIBIT INDEX
SCHEDULE I

EX-2

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Exhibit 2

FORM OF
VOTING AGREEMENT

        VOTING AGREEMENT, dated as of March 10, 2002 (this "Agreement"), by and between ValueClick, Inc., a Delaware corporation ("Parent"), and the undersigned stockholder ("Stockholder") of Be Free, Inc., a Delaware corporation (the "Company").

RECITALS

        A.    Concurrently with the execution of this Agreement, Parent, Merger Sub and the Company are entering into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Parent and the Company will effect a business combination, upon the terms and subject to the conditions set forth in the Merger Agreement (the "Merger"). Unless otherwise indicated, capitalized terms not defined herein have the meanings given to them in the Merger Agreement.

        B.    As a material inducement to enter into the Merger Agreement and to consummate the Merger, Parent desires Stockholder to agree, and Stockholder is willing to agree (i) to vote, in the manner described in Section 1.1 hereof, the number of shares of the outstanding capital stock of the Company set forth on the final page of this Agreement with respect to which Stockholder has voting power ("Shares") and any other such shares of capital stock of the Company acquired by Stockholder after the date hereof, and (ii) to not engage in certain solicitation activities.

        NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

1.    Voting of Shares.

        Section 1.1    Voting Agreement.    Subject to the terms and conditions of this Agreement, at every meeting of the stockholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Stockholder shall vote or cause to be voted the Shares and any New Shares (as hereinafter defined) (a) in favor of (i) adoption of the Merger Agreement, (ii) waiving any notice that may have been or may be required relating thereto and (iii) any matter that would reasonably be expected to facilitate the Merger and (b) against any matter that would reasonably be expected to hinder, impede, prevent or delay the consummation of the Merger. Stockholder shall not, from the date of this Agreement until the Expiration Date (as hereinafter defined), enter into any agreement or understanding with any Person to vote or give instructions inconsistent with clause (a) or clause (b) of the preceding sentence.

        Section 1.2    New Shares.    Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership ("New Shares") after the execution of this Agreement and prior to the Expiration Date shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

        Section 1.3    Proxy.

        (a)  Concurrently with the execution of this Agreement: (i) Stockholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A, which shall be irrevocable to the fullest extent permitted by law, with respect to the shares referred to therein (the "Proxy"); and (ii) Stockholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any Shares that are owned beneficially (but are not owned of record) by Stockholder.

        (b)  After the execution of this Agreement until the Expiration Date, Stockholder shall execute or cause to be executed such further proxies as may be requested by Parent with respect to any New Shares, and Stockholder shall promptly notify Parent upon acquiring beneficial ownership of any New Shares.

        (c)  Stockholder covenants and agrees that, from the date of this Agreement until the Expiration Date, Stockholder will not deposit any of the Shares into a voting trust or grant a proxy or enter into a voting agreement or similar contract with respect to any of the Shares.

2.    Transfer of Shares.

        Section 2.1    No Disposition or Encumbrance of Shares.    Stockholder covenants and agrees that, from the date of this Agreement until the Expiration Date (as defined below), Stockholder will not, directly or indirectly: (a) offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of or transfer (each a "Transfer") of, or permit or announce any Transfer of, any of the Shares, or any interest in any of the Shares, to any Person other than Parent; (b) create or permit to exist any liens, claims, options, charges or other encumbrances on or otherwise affecting any of the Shares; or (c) reduce Stockholder's beneficial ownership of, interest in or risk relating to any of the Shares; provided, that nothing herein shall prohibit Transfers of Shares to any third party, affiliate, related party, family member or trust established for the benefit of the Stockholder or any of the foregoing persons or entities, provided that the recipient of such Shares shall agree in writing to be bound by the provisions of this Agreement.

        Section 2.2    Transfer of Voting Rights.    Stockholder covenants and agrees that, from the date of this Agreement until the Expiration Date (as defined below), Stockholder will not deposit any of the Shares into a voting trust or grant a proxy or enter into a voting agreement or similar contract with respect to any of the Shares.

3.    Representations and Warranties of the Stockholder.

        Section 3.1    Ownership of Shares.    Stockholder represents and warrants that Stockholder is the record and beneficial owner of and has the sole right to vote or direct the voting of the Shares, which at the date hereof are free and clear of any liens, claims, options, charges or other encumbrances (other than Shares that have been placed in the Selling Trust prior to the date hereof).

        Section 3.2    No Conflict.    The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (a) conflict with or violate any legal requirement, order, decree or judgment applicable to Stockholder or by which Stockholder or any of Stockholder's properties is bound or affected; or (b) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an encumbrance on or otherwise affecting any of the Shares pursuant to, any contract to which Stockholder is a party or by which Stockholder or any of Stockholder's properties is bound or affected. The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of his obligations under this Agreement and the granting of the Proxy by Stockholder will not, require any consent of any Person.

        Section 3.3    Enforceability.    Stockholder has all requisite power and capacity to execute and deliver this Agreement and the Proxy and to perform his obligations hereunder and thereunder. This Agreement and the Proxy have been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Parent, each constitute the legal, valid and binding obligations of Stockholder, enforceable against Stockholder in accordance with their respective terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

        Section 3.4    Continuous Warranty.    The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, and, other than the representation and warranty contained in Section 2.1(a), will be accurate in all material respects at all

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times through the Expiration Date and will be accurate in all material respects as of the date of the consummation of the Merger as if made on that date.

4.    Covenants of Stockholder.    Stockholder hereby covenants and agrees to cooperate fully with Parent and to execute and deliver any additional documents necessary or desirable and to take such further actions, in the reasonable opinion of Parent, necessary or desirable to carry out the intent of this Agreement.

5.    No Solicitation.    Until the Effective Time, Stockholder (in his capacity as such) will not, and will not authorize, direct or knowingly permit any of his employees, Affiliates (it being understood that the Company is not an Affiliate of Stockholder restricted by this Section 5), investment bankers, attorneys, accountants or other agents, advisors or representatives to take any action that the Company would be prohibited from taking under Section 6.5 of the Merger Agreement. In addition to the foregoing, the Stockholder shall immediately notify Parent of any notice of a Company Competing Transaction received by the Stockholder indicating, in connection with such notice, the name of the Person or Persons making such offer or proposal and the material terms and conditions of any such proposals or offers, and will keep Parent informed, on a current basis, of the status and material terms of any such offer or proposal and of any modifications to the terms thereof; provided however, that this provision shall not in any way be deemed to limit the obligations of the Stockholder set forth in the preceding sentence. Each of the Stockholder and Parent acknowledge that this Section 5 was a significant inducement for Parent to enter into the Merger Agreement and the absence of such provision would have resulted in a failure to induce Parent to enter into the Merger Agreement.

6.    Consent and Waiver.    Stockholder hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of (a) any agreements between Stockholder (or any of his Affiliates) and the Company, or any Company Subsidiary or (b) pursuant to any other rights Stockholder may have.

7.    Termination.    This Agreement shall terminate and shall have no further force or effect as of the earliest of (a) the Closing Date, (b) the termination of the Merger Agreement and (c) September 1, 2002 (the "Expiration Date").

8.    No Restraint on Officer or Director Action.    The provisions of this Agreement are applicable only to the Shares and the New Shares, each as defined herein. This Agreement is intended to bind Stockholder only with respect to the specific matters set forth herein, and shall not prohibit Stockholder, if applicable, from acting in accordance with his/her fiduciary duties as an officer or director of the Company.

9.    Limited Proxy.    Stockholder will retain at all times the right to vote Stockholder's Shares, in Stockholder's sole discretion, on all matters other than those set forth in Section 1.1 which are at any time or from time to time presented to the Company's stockholders generally.

10.    Miscellaneous.

        Section 10.1    Fees and Expenses.    Except as specifically provided to the contrary in this Agreement, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such expenses.

        Section 10.2    Amendments and Modification.    Subject to applicable law, this Agreement may not be amended, modified, or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

        Section 10.3    Nonsurvival of Representations and Warranties.    None of the representations and warranties in this Agreement or in any schedule, instrument or other document delivered pursuant to this Agreement shall survive the Expiration Date; provided, however that the termination of this Agreement shall not relieve any party from any liability for any breach of this Agreement.

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        Section 10.4    Notices.    All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (which is confirmed) or sent by an internationally recognized overnight courier service, such as Federal Express, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a) if to Parent, to:

ValueClick, Inc.
4360 Park Terrace Drive
Suite 100
Westlake Village, California 91361
Attention: President and Chief Executive Officer
Telecopy No.: (818) 575-4508

with a copy (which shall not constitute notice) to:

Brobeck, Phleger & Harrison LLP
550 South Hope Street
Los Angeles, California 90071
Attn: Kenneth R. Bender, Esq.
Telecopy No.: (213) 239-1324

and

(b) if to Stockholder, to the address for notice set forth on the last page hereof.

with a copy (which shall not constitute notice) to:


Attn:
Telecopy No.:

        Section 10.5    Counterparts.    This Agreement may be executed in one or more counterparts (whether delivered by facsimile or otherwise), each of which shall be considered one and the same agreement.

        Section 10.6    Entire Agreement; No Third-Party Beneficiaries.    This Agreement (including the documents and the instruments referred to herein): (a) constitute the entire agreement and supersede all prior agreements, negotiations, arrangements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are not intended to confer upon any person other than Parent and Stockholder any rights or remedies hereunder.

        Section 10.7    Severability.    Any term or provision of this Agreement that is held by a court of competent jurisdiction or other authority to be invalid, void 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 invalid, void or unenforceable term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction or other authority declares that any term or provision hereof is invalid, void or unenforceable, the parties agree that the court making such determination shall have the power to and shall, subject to the discretion of such court, reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void 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.

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        Section 10.8    Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including Section 5-1401 of New York General Obligations Law.

        Section 10.9    Enforcement.    The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States or New York state court sitting in the Borough of Manhattan, The City of New York, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties (a) consents to submit itself to the personal jurisdiction of any Federal court or any New York state court sitting in the Borough of Manhattan, The City of New York in the event any dispute arises out of this Agreement or any of the Transactions, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement or any of the Transactions in any court other than a Federal court sitting in the State of New York or a New York state court sitting in the Borough of Manhattan, The City of New York. PARENT AND STOCKHOLDER EACH IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH THIS AGREEMENT, THE PROXY OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

        Section 10.10    Extension, Waiver.    At any time prior to the Expiration Date, the parties to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other parties to this Agreement, (b) waive any inaccuracies in the representations and warranties of the other parties contained in this Agreement or in any document delivered pursuant to this Agreement or (c) waive compliance by the other parties with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights.

        Section 10.11    Assignment.    Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties to this Agreement (whether by operation of law or otherwise) without the prior written consent of the other parties to this Agreement. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

        Section 10.12    Legal Counsel.    Stockholder acknowledges that he has been advised to, and has had the opportunity to consult with his or its personal attorney prior to entering into this Agreement. Stockholder acknowledges that attorneys for the Company represent the Company and do not represent any of the stockholders of the Company in connection with the Merger Agreement, this Agreement or any of the transactions contemplated hereby or thereby.

        Section 10.13    Agreement Negotiated.    The form of this Agreement has been negotiated by or on behalf of Parent and the Company, each of which was represented by attorneys who have carefully negotiated the provisions hereof. No law or rule relating to the construction or interpretation of contracts against the drafter of any particular clause should be applied with respect to this Agreement or the Proxy.

        Section 10.14    Effect of Headings.    The Section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

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        Section 10.15    Legends.    Any stock certificates representing the Shares or the New Shares shall be legended at the request of Parent to reflect the voting agreement and, if applicable, the irrevocable proxy granted by this Agreement.

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        IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on the date and year first above written.

PARENT

By:

Name:

Title:

STOCKHOLDER

By:

Name:

Title:

Number of Shares Subject to this Agreement:

Stockholder Address:

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EXHIBIT A

IRREVOCABLE PROXY

        The undersigned stockholder of Be Free, Inc., a Delaware corporation (the "Company"), hereby irrevocably appoints and constitutes                        and                         , of ValueClick, Inc., a Delaware corporation ("Parent"), and each of them, or any other designee of Parent, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to the shares of capital stock of the Company set forth on the final page of this irrevocable proxy (the "Irrevocable Proxy") and all other shares or securities issued or issuable in respect thereof, or otherwise acquired by the undersigned on or after the date hereof (collectively, the "Shares"), until the earliest of (a) the Closing Date, (b) the termination of the Merger Agreement and (c) September 1, 2002 (the "Expiration Date"). Upon the undersigned's execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date.

        This Irrevocable Proxy is irrevocable (to the fullest extent provided by applicable law), is coupled with an interest, is granted pursuant to the Voting Agreement, dated as of March 10, 2002, by and between Parent and the undersigned Stockholder (the "Voting Agreement"), and is granted in consideration of Parent (a) entering into the Agreement and Plan of Merger, dated as of March 10, 2002 (the "Merger Agreement"), by and among Parent, Merger Sub and the Company and (b) consummating the Merger. Capitalized terms used but not otherwise defined in this proxy have the meanings given to such terms in the Merger Agreement.

        The attorneys and proxies named above, and each of them, are hereby authorized and empowered to by the undersigned at any time prior to the Expiration Date to act as the undersigned's attorney and proxy to vote the Shares and to exercise all voting and other rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written consents with respect to the Shares pursuant to the General Corporation Law of the State of Delaware) at every annual, special or adjourned meeting of the stockholders of the Company, and in every written consent in lieu of such a meeting, or otherwise, (a) in favor of (i) adoption of the Merger Agreement, (ii) waiving any notice that may have been or may be required relating thereto and (iii) any matter that could reasonably be expected to facilitate the Merger and (b) against any matter that could reasonably be expected to hinder, impede, prevent or delay the consummation of the Merger.

        The attorneys and proxies named above may not exercise this Irrevocable Proxy on any other matter except as provided above. The undersigned Stockholder may vote the Shares on all such other matters.

        All authority herein conferred shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. THIS PROXY IS IRREVOCABLE.

Signature of Stockholder:

Print Name of Stockholder:

Shares Subject to Proxy as of the date hereof

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QuickLinks

Exhibit 2

FORM OF VOTING AGREEMENT
RECITALS
EXHIBIT A IRREVOCABLE PROXY