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Item 1.01 Entry into a Material Definitive Agreement.

On August 25, 2006, the Compensation Committee of the Company's Board of Directors approved an increase in the annual salary for Scott H. Ray, Chief Financial Officer, from $260,000 to $300,000. This increase is effective as of August 25, 2006.





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    ValueClick, Inc.
          
August 31, 2006   By:   /s/ Scott H. Ray
       
        Name: Scott H. Ray
        Title: Chief Financial Officer