DOUBLECLICK INC
S-8, 1998-03-19
ADVERTISING
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<PAGE>

        As filed with the Securities and Exchange Commission on March 19, 1998
                                             Registration No. 333-____________
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                -----------

                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
 
                                -----------
 
                              DOUBLECLICK INC.
          (Exact name of registrant as specified in its charter)

           DELAWARE                                   13-3870996
  (State or other jurisdiction              (IRS Employer Identification No.)
of incorporation or organization)

                        41 MADISON AVENUE, 32ND FLOOR
                          NEW YORK, NEW YORK 10010
             (Address of principal executive offices) (Zip Code)

                                -----------

                              DOUBLECLICK INC.
                         1997 STOCK INCENTIVE PLAN
                         (Full title of the Plans)
                                                      
                                -----------
                             KEVIN J. O'CONNOR
                          CHIEF EXECUTIVE OFFICER
                              DOUBLECLICK INC.
                       41 MADISON AVENUE, 32ND FLOOR
                          NEW YORK, NEW YORK 10010
                  (Name and address of Agent for service)
                              (212) 683-0001
       (Telephone number, including area code, of agent for service)

                                -----------

                      CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
                                                              Proposed          Proposed
         Title of                                             Maximum            Maximum 
        Securities                         Amount             Offering          Aggregate             Amount of
          to be                            to be               Price             Offering            Registration
        Registered                      Registered(1)        per Share(2)        Price(2)                Fee
        ----------                      ----------           ---------           -----                   ---
<S>                                   <C>                       <C>           <C>                     <C>
Common Stock, $0.001 par value        3,000,000 shares          $34.53        $103,590,000            $30,559.05
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of 
     Common Stock which become issuable under the DoubleClick Inc. 1997 Stock 
     Incentive Plan by reason of any stock dividend, stock split, 
     recapitalization or other similar transaction effected without the 
     Registrant's receipt of consideration which results in an increase in 
     the number of the outstanding shares of the Registrant's Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the 
     Securities Act of 1933, as amended (the "1933 Act"), on the basis of the 
     fair market value per share of the Registrant's Common Stock on March 
     17, 1998, as reported on the Nasdaq National Market. 

<PAGE>

                                    PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     DoubleClick Inc. (the "Registrant") hereby incorporates by reference 
into this Registration Statement the following documents previously filed 
with the Securities and Exchange Commission (the "SEC"):

     (a)  The Registrant's Registration Statement No. 333-42323 on Form S-1 
          filed with the SEC on December 16, 1997, together with the 
          amendments thereto on Forms S-1/A filed with the SEC on December 
          24, 1997, January 27, 1997, February 17, 1998 and February 19, 
          1998; 

     (b)  The Registrant's Registration Statement No. 333-47075 on Form S-1 
          filed with the SEC on February 19, 1998 pursuant to Rule 462(b) of 
          the 1933 Act;

     (c)  The Registrant's prospectus filed with the SEC on February 20, 1998 
          under SEC Rule 424(b) in connection with Registrant's Registration 
          Statement No. 333-42323 and Registration Statement No. 333-47075, 
          in which there is set forth the audited financial statements for 
          the Registrant's fiscal year ended December 31, 1997; and

     (d)  The Registrant's Registration Statement No. 000-23709 on Form 8-A 
          filed with the SEC on February 2, 1998 and amended on February 9, 
          1998, in which there is described the terms, rights and provisions 
          applicable to the Registrant's outstanding Common Stock.

     All reports and definitive proxy or information statements filed 
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date 
of this Registration Statement and prior to the filing of a post-effective 
amendment which indicates that all securities offered hereby have been sold 
or which de-registers all securities then remaining unsold shall be deemed to 
be incorporated by reference into this Registration Statement and to be a 
part hereof from the date of filing of such documents.  Any statement 
contained in a document incorporated or deemed to be incorporated by 
reference herein shall be deemed to be modified or superseded for purposes of 
this Registration Statement to the extent that a statement contained herein 
or in any subsequently filed document which also is deemed to be incorporated 
by reference herein modifies or supersedes such statement.  Any such 
statement so modified or superseded shall not be deemed, except as so 
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  DESCRIPTION OF SECURITIES

     Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.



Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS


                                     II-1
<PAGE>

     The Registrant's Certificate of Incorporation limits the liability of 
directors to the maximum extent permitted by Delaware law.  Delaware law 
provides that directors of a corporation will not be personally liable for 
monetary damages for breach of their fiduciary duties as directors, except 
for liability for (i) any breach of their duty of loyalty to the corporation 
or its stockholders, (ii) acts or omissions not in good faith or that involve 
intentional misconduct or a knowing violation of law, (iii) unlawful payments 
of dividends or unlawful stock repurchases or redemptions as provided in 
Section 174 of the Delaware General Corporation Law, or (iv) any transaction 
from which the director derives an improper personal benefit.

     The Registrant's Bylaws provide that the Registrant shall indemnify its 
directors and may indemnify its officers, employees and other agents to the 
fullest extent permitted by law.  The Registrant believes that 
indemnification under its Bylaws covers at least negligence and gross 
negligence on the part of an indemnified party in connection with the defense 
of any action or proceeding arising out of such party's status or service as 
a director, officer, employee or other agent of the Company upon an 
undertaking by such party to repay such advances if it is ultimately 
determined that such party is not entitled to indemnification.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

Item 8.  EXHIBITS

Exhibit Number     Exhibit
- --------------     -------

      4            Instruments Defining the Rights of Stockholders.  
                   Reference is made to Registrant's Registration Statement 
                   No. 000-23709 on Form 8-A, and the exhibits thereto, which 
                   are incorporated herein by reference pursuant to Item 3(d).

      5            Opinion and consent of Brobeck, Phleger & Harrison LLP.

     23.1          Consent of Price Waterhouse LLP, Independent Accountants.

     23.2          Consent of Brobeck, Phleger & Harrison LLP is contained in 
                   Exhibit 5.

     24            Power of Attorney.  Reference is made to page II-5 of this 
                   Registration Statement.

     99.1          DoubleClick Inc. 1997 Stock Incentive Plan.

     99.2          Form of Notice of Grant of Stock Option.

     99.3          Form of Stock Option Agreement.

     99.4          Form of Addendum to Stock Option Agreement (Partial 
                   Acceleration Upon Change In Control)

     99.5          Form of Addendum to Stock Option Agreement (Involuntary 
                   Termination Following Change In Control)

     99.6          Form of Stock Issuance Agreement

     99.7          Form of Addendum to Stock Issuance Agreement (Vesting 
                   Acceleration Upon Change in Control and Determination of 
                   Section 280G Limitation)

     99.8          Form of Addendum to Stock Issuance Agreement (Involuntary 
                   Termination Following Change In Control) 

     99.9          Form of Notice of Grant (Initial Grant)

     99.10         Form of Notice of Grant (Annual Grant)

     99.11         Form of Automatic Stock Option Agreement 


                                    II-2
<PAGE>

Item 9.  UNDERTAKINGS

           A.  The undersigned Registrant hereby undertakes:  (1) to file, 
during any period in which offers or sales are being made, a post-effective 
amendment to this Registration Statement (i) to include any prospectus 
required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the 
prospectus any facts or events arising after the effective date of this 
Registration Statement (or the most recent post-effective amendment thereof) 
which, individually or in the aggregate, represent a fundamental change in 
the information set forth in this Registration Statement and (iii) to include 
any material information with respect to the plan of distribution not 
previously disclosed in this Registration Statement or any material change to 
such information in this Registration Statement; PROVIDED, however, that 
clauses (1)(i) and (1)(ii) shall not apply if the information required to be 
included in a post-effective amendment by those clauses is contained in 
periodic reports filed by the Registrant pursuant to Section 13 or Section 
15(d) of the 1934 Act that are incorporated by reference into this 
Registration Statement; (2) that for the purpose of determining any liability 
under the 1933 Act each such post-effective amendment shall be deemed to be a 
new registration statement relating to the securities offered therein and the 
offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof; and (3) to remove from registration by means of a 
post-effective amendment any of the securities being registered which remain 
unsold at the termination of the Registrant's 1997 Stock Incentive Plan.

           B.  The undersigned Registrant hereby undertakes that, for 
purposes of determining any liability under the 1933 Act, each filing of the 
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
1934 Act that is incorporated by reference into this Registration Statement 
shall be deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof.

           C.  Insofar as indemnification for liabilities arising under the 
1933 Act may be permitted to directors, officers or controlling persons of 
the Registrant pursuant to the indemnification provisions summarized in Item 
6 or otherwise, the Registrant has been advised that, in the opinion of the 
SEC, such indemnification is against public policy as expressed in the 1933 
Act and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a director, officer, or 
controlling person of the Registrant in the successful defense of any action, 
suit or proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the Registrant 
will, unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against public policy as 
expressed in the 1933 Act and will be governed by the final adjudication of 
such issue.


                                     II-3
<PAGE>
                                  SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, as 
amended, the Registrant certifies that it has reasonable grounds to believe 
that it meets all of the requirements for filing on Form S-8, and has duly 
caused this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of New York, State of New 
York on this 19th day of March, 1998.


                                    DOUBLECLICK INC.


                                    By: /s/ Kevin J. O'Connor
                                        -----------------------------------
                                        Kevin J. O'Connor
                                        Chief Executive Officer and
                                        Chairman of the Board of Directors


                              POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

           That the undersigned officers and directors of DoubleClick Inc., a 
Delaware corporation, do hereby constitute and appoint Kevin J. O'Connor and 
Kevin P. Ryan and each of them, the lawful attorneys-in-fact and agents with 
full power and authority to do any and all acts and things and to execute any 
and all instruments which said attorneys and agents, and any one of them, 
determine may be necessary or advisable or required to enable said 
corporation to comply with the Securities Act of 1933, as amended, and any 
rules or regulations or requirements of the Securities and Exchange 
Commission in connection with this Registration Statement.  Without limiting 
the generality of the foregoing power and authority, the powers granted 
include the power and authority to sign the names of the undersigned officers 
and directors in the capacities indicated below to this Registration 
Statement, to any and all amendments, both pre-effective and post-effective, 
and supplements to this Registration Statement, and to any and all 
instruments or documents filed as part of or in conjunction with this 
Registration Statement or amendments or supplements thereof, and each of the 
undersigned hereby ratifies and confirms that all said attorneys and agents, 
or any one of them, shall do or cause to be done by virtue hereof.  This 
Power of Attorney may be signed in several counterparts.

           IN WITNESS WHEREOF, each of the undersigned has executed this 
Power of Attorney as of the date indicated.

           Pursuant to the requirements of the Securities Act of 1933, as 
amended, this Registration Statement has been signed below by the following 
persons in the capacities and on the dates indicated.

Signature                   Title                                Date
- ---------                   -----                                ----

/s/ Kevin J. O'Connor       Chief Executive Officer and     March 19, 1998
- --------------------------  Chairman of the Board of 
Kevin J. O'Connor           Directors (Principal 
                            Executive Officer) 


/s/ Kevin P. Ryan           President and Chief Financial   March 19, 1998
- --------------------------  Officer (Principal Financial 
Kevin P. Ryan               Officer)


                                     II-4
<PAGE>

Signature                   Title                                Date
- ---------                   -----                                ----


/s/ Dwight A. Merriman      Chief Technology Officer and    March 19, 1998
- --------------------------  Director
Dwight A. Merriman


/s/ Stephen R. Collins      Controller                      March 19, 1998
- --------------------------  (Principal Accounting Officer)
Stephen R. Collins          


/s/ David N. Strohm         Director                        March 19, 1998
- --------------------------  
David N. Strohm


                            Director                        
- --------------------------  
Mark E. Nunnelly            


/s/ W. Grant Gregory        Director                        March 19, 1998
- --------------------------  
W. Grant Gregory


/s/ Donald Peppers          Director                        March 19, 1998
- --------------------------  
Donald Peppers              

                                     II-5
<PAGE>

                                 EXHIBIT INDEX


Exhibit Number                   Exhibit
- --------------                   -------

      4            Instruments Defining the Rights of Stockholders.  
                   Reference is made to Registrant's Registration Statement 
                   No. 000-23709 on Form 8-A, and the exhibits thereto, which 
                   are incorporated herein by reference pursuant to Item 3(d).

      5            Opinion and consent of Brobeck, Phleger & Harrison LLP.

     23.1          Consent of Price Waterhouse LLP, Independent Accountants.

     23.2          Consent of Brobeck, Phleger & Harrison LLP is contained in 
                   Exhibit 5.

     24            Power of Attorney.  Reference is made to page II-5 of this 
                   Registration Statement.

     99.1          DoubleClick Inc. 1997 Stock Incentive Plan.

     99.2          Form of Notice of Grant of Stock Option.

     99.3          Form of Stock Option Agreement.

     99.4          Form of Addendum to Stock Option Agreement (Partial 
                   Acceleration Upon Change In Control)

     99.5          Form of Addendum to Stock Option Agreement (Involuntary 
                   Termination Following Change In Control)

     99.6          Form of Stock Issuance Agreement

     99.7          Form of Addendum to Stock Issuance Agreement (Vesting 
                   Acceleration Upon Change in Control and Determination of 
                   Section 280G Limitation)

     99.8          Form of Addendum to Stock Issuance Agreement (Involuntary 
                   Termination Following Change In Control) 

     99.9          Form of Notice of Grant (Initial Grant)

     99.10         Form of Notice of Grant (Annual Grant)

     99.11         Form of Automatic Stock Option Agreement 

<PAGE>

                                      EXHIBIT 5
                OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP

                                    March 19, 1998





DoubleClick Inc.
41 Madison Avenue, 32nd Floor
New York, NY  10010

          Re:  DoubleClick Inc. - Registration Statement for Offering of
               3,000,000 Shares of Common Stock
               ---------------------------------------------------------

Dear Ladies and Gentlemen:

     We refer to your registration on Form S-8 (the "Registration Statement") 
under the Securities Act of 1933, as amended, of 3,000,000 shares of Common 
Stock of the Company available for issuance under the DoubleClick Inc. 1997 
Stock Incentive Plan ("the Plan").  We advise you that, in our opinion, when 
such shares have been issued and sold pursuant to the applicable provisions 
of the Plan and in accordance with the Registration Statement, such shares 
will be validly issued, fully paid and nonassessable shares of the Company's 
Common Stock.

     We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement.

                              Very truly yours,

                              /s/ Brobeck, Phleger & Harrison

                              BROBECK, PHLEGER & HARRISON LLP



<PAGE>

                                                                   EXHIBIT 23.1

                          CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration 
Statement on Form S-8 of our report dated February 10, 1998, which appears in 
the Prospectus constituting part of the Registration Statement on Form S-1 
(No. 333-42323) and which is incorporated by reference in the Registration 
Statement on Form S-1 (No. 333-47075) filed pursuant to Rule 462(b). We also 
consent to the incorporation by reference the application of such report on 
the Financial Statement Schedules for the period from January 23, 1996 
(inception) to December 31, 1996 and for the year ended December 31, 1997 
listed under Item 16(b) of the Registration Statement when such schedules are 
read in conjunction with the financial statements referred to in our report. 
The audits referred to in such report also included these schedules.

/s/ Price Waterhouse LLP

PRICE WATERHOUSE LLP
New York, New York
March 18, 1998



<PAGE>

                                                                 Exhibit 99.1

                                 DOUBLECLICK INC
                            1997 STOCK INCENTIVE PLAN
                  (Amended and Restated as of December 15, 1997)

                                   ARTICLE ONE

                               GENERAL PROVISIONS

   I.     PURPOSE OF THE PLAN

          This 1997 Stock Incentive Plan is intended to promote the interests 
of DoubleClick Inc., a Delaware corporation, by providing eligible persons 
with the opportunity to acquire a proprietary interest, or otherwise increase 
their proprietary interest, in the Corporation as an incentive for them to 
remain in the service of the Corporation.

          Capitalized terms shall have the meanings assigned to such terms in 
the attached Appendix.

  II.     STRUCTURE OF THE PLAN

          A.   The Plan shall be divided into three separate equity programs:

                 (i)     the Discretionary Option Grant Program under which 
eligible persons may, at the discretion of the Plan Administrator, be granted 
options to purchase shares of Common Stock, 

                (ii)     the Stock Issuance Program under which eligible 
persons may, at the discretion of the Plan Administrator, be issued shares of 
Common Stock directly, either through the immediate purchase of such shares 
or as a bonus for services rendered the Corporation (or any Parent or 
Subsidiary), and

               (iii)     the Automatic Option Grant Program under which 
eligible non-employee Board members shall automatically receive option grants 
at periodic intervals to purchase shares of Common Stock.

          B.   The provisions of Articles One and Five shall apply to all 
equity programs under the Plan and shall govern the interests of all persons 
under the Plan.

 III.     ADMINISTRATION OF THE PLAN

          A.   Prior to the Section 12 Registration Date, the Discretionary 
Option Grant and Stock Issuance Programs shall be administered by the Board. 
Beginning with the Section 12 Registration Date, the Primary Committee shall 
have sole and exclusive authority to administer the Discretionary Option 
Grant and Stock Issuance Programs with respect to Section 16 Insiders.

<PAGE>

          B.   Administration of the Discretionary Option Grant and Stock 
Issuance Programs with respect to all other persons eligible to participate 
in those programs may, at the Board's discretion, be vested in the Primary 
Committee or a Secondary Committee, or the Board may retain the power to 
administer those programs with respect to all such persons. 

          C.   Members of the Primary Committee or any Secondary Committee 
shall serve for such period of time as the Board may determine and may be 
removed by the Board at any time.  The Board may also at any time terminate 
the functions of any Secondary Committee and reassume all powers and 
authority previously delegated to such committee.

          D.   Each Plan Administrator shall, within the scope of its 
administrative functions under the Plan, have full power and authority 
(subject to the provisions of the Plan) to establish such rules and 
regulations as it may deem appropriate for proper administration of the 
Discretionary Option Grant and Stock Issuance Programs and to make such 
determinations under, and issue such interpretations of, the provisions of 
such programs and any outstanding options or stock issuances thereunder as it 
may deem necessary or advisable.  Decisions of the Plan Administrator within 
the scope of its administrative functions under the Plan shall be final and 
binding on all parties who have an interest in the Discretionary Option Grant 
and Stock Issuance Programs under its jurisdiction or any option grants or 
stock issuance thereunder.

          E.   Service on the Primary Committee or the Secondary Committee 
shall constitute service as a Board member, and members of each such 
committee shall accordingly be entitled to full indemnification and 
reimbursement as Board members for their service on such committee.  No 
member of the Primary Committee or the Secondary Committee shall be liable 
for any act or omission made in good faith with respect to the Plan or any 
option grants or stock issuances under the Plan.

          F.   Administration of the Automatic Option Grant Program shall be 
self-executing in accordance with the terms of that program, and no Plan 
Administrator shall exercise any discretionary functions with respect to any 
option grants or stock issuances made under that program.

  IV.     ELIGIBILITY

          A.   The persons eligible to participate in the Discretionary 
Option Grant and Stock Issuance Programs are as follows:

                 (i)     Employees,

                (ii)     non-employee members of the Board or the board of
     directors of any Parent or Subsidiary, and


                                      2.
<PAGE>

               (iii)     consultants and other independent advisors who
     provide services to the Corporation (or any Parent or Subsidiary).

          B.   Each Plan Administrator shall, within the scope of its 
administrative jurisdiction under the Plan, have full authority to determine, 
(i) with respect to the option grants under the Discretionary Option Grant 
Program, which eligible persons are to receive option grants, the time or 
times when such option grants are to be made, the number of shares to be 
covered by each such grant, the status of the granted option as either an 
Incentive Option or a Non-Statutory Option, the time or times when each 
option is to become exercisable, the vesting schedule (if any) applicable to 
the option shares and the maximum term for which the option is to remain 
outstanding and (ii) with respect to stock issuances under the Stock Issuance 
Program, which eligible persons are to receive stock issuances, the time or 
times when such issuances are to be made, the number of shares to be issued 
to each Participant, the vesting schedule (if any) applicable to the issued 
shares and the consideration for such shares.

          C.   The Plan Administrator shall have the absolute discretion 
either to grant options in accordance with the Discretionary Option Grant 
Program or to effect stock issuances in accordance with the Stock Issuance 
Program.

          D.   The individuals who shall be eligible to participate in the 
Automatic Option Grant Program shall be limited to (i) those individuals 
serving as non-employee Board members on the Underwriting Date, (ii) those 
individuals who first become non-employee Board members after the 
Underwriting Date, whether through appointment by the Board or election by 
the Corporation's stockholders, and (iii) those individuals who continue to 
serve as non-employee Board members at one or more Annual Stockholder 
Meetings held in calendar years following the calendar year of the 
Underwriting Date.  A non-employee Board member who has previously been in 
the employ of the Corporation (or any Parent or Subsidiary) shall not be 
eligible to receive an option grant under the Automatic Option Grant Program 
at the time he or she first becomes a non-employee Board member, but shall be 
eligible to receive periodic option grants under the Automatic Option Grant 
Program while he or she continues to serve as a non-employee Board member.

   V.     STOCK SUBJECT TO THE PLAN

          A.   The stock issuable under the Plan shall be shares of 
authorized but unissued or reacquired Common Stock, including shares 
repurchased by the Corporation on the open market.  The maximum number of 
shares of Common Stock initially reserved for issuance over the term of the 
Plan shall not exceed 3,000,000 shares(1).  Such authorized share reserve is 
comprised of (i) the number of shares which remain available for issuance, as 
of the Plan Effective Date, under the Predecessor Plan as last approved by 
the Corporation's stockholders, 


(1)  Adjusted to reflect a two-for-one reverse split of the Common Stock 
     effected December 15, 1997.


                                     3.
<PAGE>

including the shares subject to the outstanding options to be incorporated 
into the Plan and the additional shares which would otherwise be available 
for future grant, plus (ii) an additional increase of approximately 1.55 
million shares(1) authorized by the Board but subject to stockholder approval 
prior to the Section 12 Registration Date.

          B.   The number of shares of Common Stock available for issuance 
under the Plan shall automatically increase on the first trading day of each 
calendar year during the term of the Plan, beginning with the 1999 calendar 
year, by an amount equal to three percent (3%) of the shares of Common Stock 
outstanding on the last trading day of the immediately preceding calendar 
year.  No Incentive Options may be granted on the basis of the additional 
shares of Common Stock resulting from such annual increases.

          C.   No one person participating in the Plan may receive options 
and direct stock issuances for more than 375,000 shares(1) of Common Stock in 
the aggregate per calendar year, beginning with the 1998 calendar year.

          D.   Shares of Common Stock subject to outstanding options 
(including options incorporated into this Plan from the Predecessor Plan) 
shall be available for subsequent issuance under the Plan to the extent (i) 
those options expire or terminate for any reason prior to exercise in full or 
(ii) the options are cancelled in accordance with cancellation-regrant 
provisions of Article Two. Unvested shares issued under the Plan and 
subsequently cancelled or repurchased by the Corporation, at the original 
exercise or issue price paid per share, pursuant to the Corporation's 
repurchase rights under the Plan shall be added back to the number of shares 
of Common Stock reserved for issuance under the Plan and shall accordingly be 
available for reissuance through one or more subsequent option grants or 
direct stock issuances under the Plan.  However, should the exercise price of 
an option under the Plan be paid with shares of Common Stock or should shares 
of Common Stock otherwise issuable under the Plan be withheld by the 
Corporation in satisfaction of the withholding taxes incurred in connection 
with the exercise of an option or the vesting of a stock issuance under the 
Plan, then the number of shares of Common Stock available for issuance under 
the Plan shall be reduced by the gross number of shares for which the option 
is exercised or which vest under the stock issuance, and not by the net 
number of shares of Common Stock issued to the holder of such option or stock 
issuance.

          E.   If any change is made to the Common Stock by reason of any 
stock split, stock dividend, recapitalization, combination of shares, 
exchange of shares or other change affecting the outstanding Common Stock as 
a class without the Corporation's receipt of consideration, appropriate 
adjustments shall be made to (i) the maximum number and/or class of 
securities issuable under the Plan, (ii) the number and/or class of 
securities for which any one person may be granted stock options and direct 
stock issuances under this Plan per calendar year, (iii) the number and/or 
class of securities for which grants are subsequently to be made under the 
Automatic Option Grant Program to new and continuing non-employee Board 
members, (iv) the number and/or class of securities and the exercise price 
per share in effect under each outstanding option under the Plan and (v) the 
number and/or class of securities and price per share in effect 


(1)  Adjusted to reflect a two-for-one reverse split of the Common Stock 
     effected December 15, 1997.


                                      4.
<PAGE>

under each outstanding option incorporated into this Plan from the 
Predecessor Plan.  Such adjustments to the outstanding options are to be 
effected in a manner which shall preclude the enlargement or dilution of 
rights and benefits under such options. The adjustments determined by the 
Plan Administrator shall be final, binding and conclusive.


                                      5.
<PAGE>

                                   ARTICLE TWO
 
                        DISCRETIONARY OPTION GRANT PROGRAM

   I.     OPTION TERMS

          Each option shall be evidenced by one or more documents in the form 
approved by the Plan Administrator; PROVIDED, however, that each such 
document shall comply with the terms specified below.  Each document 
evidencing an Incentive Option shall, in addition, be subject to the 
provisions of the Plan applicable to such options.

          A.   EXERCISE PRICE.

               1.   The exercise price per share shall be fixed by the Plan 
Administrator but shall not be less than eighty-five percent (85%) of the 
Fair Market Value per share of Common Stock on the option grant date. 

               2.   The exercise price shall become immediately due upon 
exercise of the option and shall, subject to the provisions of Section I of 
Article Five and the documents evidencing the option, be payable in cash or 
check made payable to the Corporation.  Should the Common Stock be registered 
under Section 12 of the 1934 Act at the time the option is exercised, then 
the exercise price may also be paid as follows:

                 (i)     in shares of Common Stock held for the requisite 
     period necessary to avoid a charge to the Corporation's earnings for 
     financial reporting purposes and valued at Fair Market Value on the 
     Exercise Date, or

                (ii)     to the extent the option is exercised for vested 
     shares, through a special sale and remittance procedure pursuant to 
     which the Optionee shall concurrently provide irrevocable instructions 
     (A) to a Corporation-designated brokerage firm to effect the immediate 
     sale of the purchased shares and remit to the Corporation, out of the 
     sale proceeds available on the settlement date, sufficient funds to 
     cover the aggregate exercise price payable for the purchased shares plus 
     all applicable Federal, state and local income and employment taxes 
     required to be withheld by the Corporation by reason of such exercise 
     and (B) to the Corporation to deliver the certificates for the purchased 
     shares directly to such brokerage firm in order to complete the sale.

          Except to the extent such sale and remittance procedure is 
utilized, payment of the exercise price for the purchased shares must be made 
on the Exercise Date.


                                      6.
<PAGE>

          B.   EXERCISE AND TERM OF OPTIONS.  Each option shall be 
exercisable at such time or times, during such period and for such number of 
shares as shall be determined by the Plan Administrator and set forth in the 
documents evidencing the option.  However, no option shall have a term in 
excess of ten (10) years measured from the option grant date.  

          C.   EFFECT OF TERMINATION OF SERVICE.

               1.   The following provisions shall govern the exercise of any 
options held by the Optionee at the time of cessation of Service or death:

                 (i)     Any option outstanding at the time of the Optionee's 
     cessation of Service for any reason shall remain exercisable for such 
     period of time thereafter as shall be determined by the Plan 
     Administrator and set forth in the documents evidencing the option, but 
     no such option shall be exercisable after the expiration of the option 
     term.

                (ii)     Any option exercisable in whole or in part by the 
     Optionee at the time of death may be subsequently exercised by the 
     personal representative of the Optionee's estate or by the person or 
     persons to whom the option is transferred pursuant to the Optionee's 
     will or in accordance with the laws of descent and distribution.  

               (iii)     Should the Optionee's Service be terminated for 
     Misconduct, then all outstanding options held by the Optionee shall 
     terminate immediately and cease to be outstanding.

                (iv)     During the applicable post-Service exercise period, 
     the option may not be exercised in the aggregate for more than the 
     number of vested shares for which the option is exercisable on the date 
     of the Optionee's cessation of Service.  Upon the expiration of the 
     applicable exercise period or (if earlier) upon the expiration of the 
     option term, the option shall terminate and cease to be outstanding for 
     any vested shares for which the option has not been exercised.  However, 
     the option shall, immediately upon the Optionee's cessation of Service, 
     terminate and cease to be outstanding to the extent the option is not 
     otherwise at that time exercisable for vested shares.

               2.   The Plan Administrator shall have complete discretion, 
exercisable either at the time an option is granted or at any time while the 
option remains outstanding, to:


                                      7.
<PAGE>

                 (i)     extend the period of time for which the option is to 
     remain exercisable following the Optionee's cessation of Service from 
     the limited exercise period otherwise in effect for that option to such 
     greater period of time as the Plan Administrator shall deem appropriate, 
     but in no event beyond the expiration of the option term, and/or

                (ii)     permit the option to be exercised, during the 
     applicable post-Service exercise period, not only with respect to the 
     number of vested shares of Common Stock for which such option is 
     exercisable at the time of the Optionee's cessation of Service but also 
     with respect to one or more additional installments in which the 
     Optionee would have vested had the Optionee continued in Service.

          D.   STOCKHOLDER RIGHTS.  The holder of an option shall have no 
stockholder rights with respect to the shares subject to the option until 
such person shall have exercised the option, paid the exercise price and 
become a holder of record of the purchased shares.

          E.   REPURCHASE RIGHTS.  The Plan Administrator shall have the 
discretion to grant options which are exercisable for unvested shares of 
Common Stock.  Should the Optionee cease Service while holding such unvested 
shares, the Corporation shall have the right to repurchase, at the exercise 
price paid per share, any or all of those unvested shares.  The terms upon 
which such repurchase right shall be exercisable (including the period and 
procedure for exercise and the appropriate vesting schedule for the purchased 
shares) shall be established by the Plan Administrator and set forth in the 
document evidencing such repurchase right.  Prior to the Section 12 
Registration Date, the Plan Administrator may not impose a vesting schedule 
upon any option grant or the shares of Common Stock subject to that option 
which is more restrictive than twenty percent (20%) per year vesting, with 
the initial vesting to occur not later than one (1) year after the option 
grant date.  However, such limitation shall not be applicable to any option 
grants made to individuals who are officers of the Corporation, non-employee 
Board members or independent consultants.

          F.   LIMITED TRANSFERABILITY OF OPTIONS.  During the lifetime of 
the Optionee, Incentive Options shall be exercisable only by the Optionee and 
shall not be assignable or transferable other than by will or by the laws of 
descent and distribution following the Optionee's death.  However, a 
Non-Statutory Option may, in connection with the Optionee's estate plan, be 
assigned in whole or in part during the Optionee's lifetime to one or more 
members of the Optionee's immediate family or to a trust established 
exclusively for one or more such family members.  The assigned portion may 
only be exercised by the person or persons who acquire a proprietary interest 
in the option pursuant to the assignment. The terms applicable to the 
assigned portion shall be the same as those in effect for the option 
immediately prior to such assignment and shall be set forth in such documents 
issued to the assignee as the Plan Administrator may deem appropriate.


                                    8.
<PAGE>

  II.     INCENTIVE OPTIONS

          The terms specified below shall be applicable to all Incentive 
Options.  Except as modified by the provisions of this Section II, all the 
provisions of Articles One, Two and Five shall be applicable to Incentive 
Options.  Options which are specifically designated as Non-Statutory Options 
when issued under the Plan shall NOT be subject to the terms of this Section 
II.

          A.   ELIGIBILITY.  Incentive Options may only be granted to 
Employees. 

          B.   EXERCISE PRICE.  The exercise price per share shall not be 
less than the Fair Market Value per share of Common Stock on the option grant 
date.

          C.   DOLLAR LIMITATION.  The aggregate Fair Market Value of the 
shares of Common Stock (determined as of the respective date or dates of 
grant) for which one or more options granted to any Employee under the Plan 
(or any other option plan of the Corporation or any Parent or Subsidiary) may 
for the first time become exercisable as Incentive Options during any one 
calendar year shall not exceed the sum of One Hundred Thousand Dollars 
($100,000).  To the extent the Employee holds two (2) or more such options 
which become exercisable for the first time in the same calendar year, the 
foregoing limitation on the exercisability of such options as Incentive 
Options shall be applied on the basis of the order in which such options are 
granted.

          D.   10% STOCKHOLDER.  If any Employee to whom an Incentive Option 
is granted is a 10% Stockholder, then the exercise price per share shall not 
be less than one hundred ten percent (110%) of the Fair Market Value per 
share of Common Stock on the option grant date, and the option term shall not 
exceed five (5) years measured from the option grant date.

 III.     CHANGE IN CONTROL

          A.   Each option outstanding at the time of a Change in Control but 
not otherwise fully exercisable shall automatically accelerate so that each 
such option shall, immediately prior to the effective date of the Change in 
Control, become exercisable for all of the shares of Common Stock at the time 
subject to that option and may be exercised for any or all of those shares as 
fully-vested shares of Common Stock.  However, an outstanding option shall 
not become exercisable on such an accelerated if and to the extent:  (i) such 
option is, in connection with the Change in Control, to be assumed or 
otherwise continued in full force or effect by the successor corporation (or 
parent thereof) pursuant to the terms of the Change in Control transaction, 
(ii) such option is to be replaced with a cash incentive program of the 
successor corporation which preserves the spread existing at the time of the 
Corporate Transaction on the shares of Common Stock for which the option is 
not otherwise at that time exercisable and provides for subsequent payout in 
accordance with the same vesting schedule applicable to those option shares 
or (iii) the acceleration of such option is subject to other limitations 
imposed by the Plan Administrator at the time of the option grant.  


                                     9.
<PAGE>

          B.   All outstanding repurchase rights shall also terminate 
automatically, and the shares of Common Stock subject to those terminated 
rights shall immediately vest in full, in the event of any Change in Control, 
except to the extent: (i) those repurchase rights are to be assigned to the 
successor corporation (or parent thereof) or (ii) such accelerated vesting is 
precluded by other limitations imposed by the Plan Administrator at the time 
the repurchase right is issued.  

          C.   Immediately following the consummation of the Change in 
Control, all outstanding options shall terminate and cease to be outstanding, 
except to the extent assumed by the successor corporation (or parent thereof) 
or otherwise expressly continued in full force and effect pursuant to the 
terms of the Change in Control transaction. 

          D.   Each option which is assumed (or is otherwise to continue in 
effect) in connection with a Change in Control shall be appropriately 
adjusted, immediately after such Change in Control, to apply to the number 
and class of securities which would have been issuable to the Optionee in 
consummation of such Change in Control had the option been exercised 
immediately prior to such Change in Control.  Appropriate adjustments to 
reflect such Change in Control shall also be made to (i) the exercise price 
payable per share under each outstanding option, PROVIDED the aggregate 
exercise price payable for such securities shall remain the same, (ii) the 
maximum number and/or class of securities available for issuance over the 
remaining term of the Plan and (iii) the maximum number and/or class of 
securities for which any one person may be granted stock options and direct 
stock issuances under the Plan per calendar year. 

          E.   The Plan Administrator shall have full power and authority 
exercisable, either at the time the option is granted or at any time while 
the option remains outstanding, to provide for the accelerated vesting, in 
whole or in part, of one or more outstanding options under the Discretionary 
Option Grant Program automatically upon the occurrence of a Change in 
Control, whether or not those options are to be assumed or otherwise 
continued in full force and effect pursuant to the express terms of the 
Change in Control transaction.  In addition, the Plan Administrator may 
structure one or more of the Corporation's repurchase rights under the 
Discretionary Option Grant Program so that those rights shall immediately 
terminate, in whole or in part, at the time of a Change in Control and shall 
not be assignable to the successor corporation (or parent thereof), and the 
shares subject to those terminated repurchase rights shall accordingly vest 
in full at the time of such Change in Control. 

          F.   The Plan Administrator shall have full power and authority 
exercisable, either at the time the option is granted or at any time while 
the option remains outstanding, to provide for the accelerated vesting, in 
whole or in part, of one or more outstanding options under the Discretionary 
Option Grant Program upon the Involuntary Termination of the Optionee's 
Service within a designated period (not to exceed twelve (12) months) 
following the effective date of any Change in Control in which those options 
do not otherwise accelerate.  In addition, the Plan Administrator may 
structure one or more of the Corporation's repurchase rights under 


                                     10.
<PAGE>

the Discretionary Option Grant Program so that those rights will immediately 
terminate at the time of such Involuntary Termination, and the shares subject 
to those terminated repurchase rights shall accordingly vest in full at that 
time. 

          G.   The portion of any Incentive Option accelerated in connection 
with a Change in Control shall remain exercisable as an Incentive Option only 
to the extent the applicable One Hundred Thousand Dollar limitation is not 
exceeded.  To the extent such dollar limitation is exceeded, the accelerated 
portion of such option shall be exercisable as a Non-Statutory Option under 
the Federal tax laws.

          H.   The outstanding options shall in no way affect the right of 
the Corporation to adjust, reclassify, reorganize or otherwise change its 
capital or business structure or to merge, consolidate, dissolve, liquidate 
or sell or transfer all or any part of its business or assets.

  IV.     CANCELLATION AND REGRANT OF OPTIONS

          The Plan Administrator shall have the authority to effect, at any 
time and from time to time, with the consent of the affected option holders, 
the cancellation of any or all outstanding options under the Discretionary 
Option Grant Program (including outstanding options incorporated from the 
Predecessor Plan) and to grant in substitution new options covering the same 
or different number of shares of Common Stock but with an exercise price per 
share based on the Fair Market Value per share of Common Stock on the new 
grant date. 


                                      11.
<PAGE>

                                  ARTICLE THREE

                              STOCK ISSUANCE PROGRAM

   V.     STOCK ISSUANCE TERMS

          Shares of Common Stock may be issued under the Stock Issuance 
Program through direct and immediate issuances without any intervening option 
grants. Each such stock issuance shall be evidenced by a Stock Issuance 
Agreement which complies with the terms specified below.  Shares of Common 
Stock may also be issued under the Stock Issuance Program pursuant to share 
right awards which entitle the recipients to receive those shares upon the 
attainment of designated performance goals.

          A.   PURCHASE PRICE.

               1.   The purchase price per share of Common Stock subject to 
direct issuance shall be fixed by the Plan Administrator, but shall not be 
less than one hundred percent (100%) of the Fair Market Value per share of 
Common Stock on the issuance date.

               2.   Shares of Common Stock may be issued under the Stock 
Issuance Program for any of the following items of consideration which the 
Plan Administrator may deem appropriate in each individual instance:

                 (i)     cash or check made payable to the Corporation, or

                (ii)     past services rendered to the Corporation (or any
     Parent or Subsidiary).

          B.   VESTING/ISSUANCE PROVISIONS.

               1.   The Plan Administrator may issue shares of Common Stock 
under the Stock Issuance Program which are fully and immediately vested upon 
issuance or which are to vest in one or more installments over the 
Participant's period of Service or upon attainment of specified performance 
objectives. Alternatively, the Plan Administrator may issue share right 
awards under the Stock Issuance Program which shall entitle the recipient to 
receive a specified number of shares of Common Stock upon the attainment of 
one or more performance goals established by the Plan Administrator.  Upon 
the attainment of such performance goals, fully-vested shares of Common Stock 
shall be issued in satisfaction of those share right awards.  However, prior 
to the Section 12 Registration Date, the Plan Administrator may not impose a 
vesting schedule upon any stock issuance or share rights award effected under 
the Stock Issuance Program which is more restrictive than twenty percent 
(20%) per year vesting, with initial vesting to occur not later than one (1) 
year after the issuance date.  Such limitation shall not apply to any 


                                     12.
<PAGE>

Common Stock issuances made to the officers of the Corporation, non-employee 
Board members or independent consultants.

               2.   Any new, substituted or additional securities or other 
property (including money paid other than as a regular cash dividend) which 
the Participant may have the right to receive with respect to his or her 
unvested shares of Common Stock by reason of any stock dividend, stock split, 
recapitalization, combination of shares, exchange of shares or other change 
affecting the outstanding Common Stock as a class without the Corporation's 
receipt of consideration shall be issued subject to (i) the same vesting 
requirements applicable to the Participant's unvested shares of Common Stock 
and (ii) such escrow arrangements as the Plan Administrator shall deem 
appropriate.

               3.   The Participant shall have full stockholder rights with 
respect to any shares of Common Stock issued to the Participant under the 
Stock Issuance Program, whether or not the Participant's interest in those 
shares is vested.  Accordingly, the Participant shall have the right to vote 
such shares and to receive any regular cash dividends paid on such shares.

               4.   Should the Participant cease to remain in Service while 
holding one or more unvested shares of Common Stock issued under the Stock 
Issuance Program or should the performance objectives not be attained with 
respect to one or more such unvested shares of Common Stock, then those 
shares shall be immediately surrendered to the Corporation for cancellation, 
and the Participant shall have no further stockholder rights with respect to 
those shares.  To the extent the surrendered shares were previously issued to 
the Participant for consideration paid in cash or cash equivalent (including 
the Participant's purchase-money indebtedness), the Corporation shall repay 
to the Participant the cash consideration paid for the surrendered shares and 
shall cancel the unpaid principal balance of any outstanding purchase-money 
note of the Participant attributable to the surrendered shares.

               5.   The Plan Administrator may in its discretion waive the 
surrender and cancellation of one or more unvested shares of Common Stock (or 
other assets attributable thereto) which would otherwise occur upon the 
cessation of the Participant's Service or the non-attainment of the 
performance objectives applicable to those shares.  Such waiver shall result 
in the immediate vesting of the Participant's interest in the shares of 
Common Stock as to which the waiver applies.  Such waiver may be effected at 
any time, whether before or after the Participant's cessation of Service or 
the attainment or non-attainment of the applicable performance objectives.

               6.   Outstanding share right awards under the Stock Issuance 
Program shall automatically terminate, and no shares of Common Stock shall 
actually be issued in satisfaction of those awards, if the performance goals 
established for such awards are not attained.  The Plan Administrator, 
however, shall have the discretionary authority to issue shares of Common 
Stock in satisfaction of one or more outstanding share right awards as to 
which the designated performance goals are not attained.


                                      13.
<PAGE>

  VI.     CHANGE IN CONTROL

          A.   All of the Corporation's outstanding repurchase rights under 
the Stock Issuance Program shall terminate automatically, and all the shares 
of Common Stock subject to those terminated rights shall immediately vest in 
full, in the event of any Change in Control, except to the extent (i) those 
repurchase rights are to be assigned to the successor corporation (or parent 
thereof) or are otherwise to continue in full force and effect pursuant to 
the express terms of the Change in Control transaction or (ii) such 
accelerated vesting is precluded by other limitations imposed in the Stock 
Issuance Agreement.

          B.   The Plan Administrator shall have the discretionary authority, 
exercisable either at the time the unvested shares are issued or any time 
while the Corporation's repurchase rights remain outstanding under the Stock 
Issuance Program, to provide that those rights shall automatically terminate 
in whole or in part upon the occurrence of a Change in Control and shall not 
be assignable to the successor corporation (or parent thereof), and the 
shares of Common Stock subject to those terminated rights shall immediately 
vest at the time of such Change in Control. 

          C.   The Plan Administrator shall have the discretionary authority, 
exercisable either at the time the unvested shares are issued or any time 
while the Corporation's repurchase rights remain outstanding under the Stock 
Issuance Program, to provide that those rights shall automatically terminate 
in whole or in part, and the shares of Common Stock subject to those 
terminated rights shall immediately vest upon the Involuntary Termination of 
the Participant's Service within a designated period (not to exceed twelve 
(12) months) following the effective date of any Change in Control in which 
those repurchase rights are assigned to the successor corporation (or parent 
thereof).

 VII.     SHARE ESCROW/LEGENDS

          Unvested shares may, in the Plan Administrator's discretion, be 
held in escrow by the Corporation until the Participant's interest in such 
shares vests or may be issued directly to the Participant with restrictive 
legends on the certificates evidencing those unvested shares.


                                      14.
<PAGE>

                                  ARTICLE FOUR

                          AUTOMATIC OPTION GRANT PROGRAM

   I.     OPTION TERMS

          A.   GRANT DATES.  Option grants shall be made on the dates 
specified below:

               1.   Each individual serving as a non-employee Board member on 
the Underwriting Date shall automatically be granted at that time a 
Non-Statutory Option to purchase 5,000 shares(1) of Common Stock. 

               2.   Each individual who is first elected or appointed as a 
non-employee Board member at any time after the Underwriting Date shall 
automatically be granted, on the date of such initial election or 
appointment, a Non-Statutory Option to purchase 25,000 shares(1) of Common 
Stock, provided that individual has not previously been in the employ of the 
Corporation or any Parent or Subsidiary.

               3.   On the date of each Annual Stockholders Meeting, 
beginning with the Annual Meeting held in the first calendar year after the 
calendar year of the Underwriting Date, each individual who is to continue to 
serve as an Eligible Director, whether or not that individual is standing for 
re-election to the Board at that particular Annual Meeting, shall 
automatically be granted a Non-Statutory Option to purchase 5,000 shares(1) 
of Common Stock, provided such individual has served as a non-employee Board 
member for at least six (6) months.  There shall be no limit on the number of 
such 5,000-share option grants any one Eligible Director may receive over his 
or her period of Board service, and non-employee Board members who have 
previously been in the employ of the Corporation (or any Parent or 
Subsidiary) shall be eligible to receive one or more such annual option 
grants over their period of continued Board service.

          B.   EXERCISE PRICE.

               1.   The exercise price per share shall be equal to one 
hundred percent (100%) of the Fair Market Value per share of Common Stock on 
the option grant date.

               2.   The exercise price shall be payable in one or more of the 
alternative forms authorized under the Discretionary Option Grant Program. 
Except to the extent the sale and remittance procedure specified thereunder 
is utilized, payment of the exercise price for the purchased shares must be 
made on the Exercise Date.

          C.   OPTION TERM.  Each option shall have a term of ten (10) years 
measured from the option grant date.


(1)  Adjusted to reflect a two-for-one reverse split of the Common Stock 
     effected December 15, 1997.


                                   15.
<PAGE>

          D.   EXERCISE AND VESTING OF OPTIONS.  Each option shall be 
immediately exercisable for any or all of the option shares.  However, any 
shares purchased under the option shall be subject to repurchase by the 
Corporation, at the exercise price paid per share, upon the Optionee's 
cessation of Board service prior to vesting in those shares.  Each initial 
25,000-share(1) grant shall vest, and the Corporation's repurchase right 
shall lapse, in a series of four (4) successive equal annual installments 
upon the Optionee's completion of each year of Board service over the four 
(4)-year period measured from the option grant date.  Each annual 
5,000-share(1) grant shall vest, and the Corporation's repurchase right shall 
lapse, upon the Optionee's completion of one (1) year of Board service 
measured from the automatic grant date.

          E.   TERMINATION OF BOARD SERVICE.  The following provisions shall 
govern the exercise of any options held by the Optionee at the time the 
Optionee ceases to serve as a Board member:

                 (i)     The period of exercising the option shall be limited 
     to a twelve (12)-month period measured from the date of the Optionee's 
     cessation of Board service. 

                (ii)     During the twelve (12)-month exercise period, the 
     option may not be exercised in the aggregate for more than the number of 
     shares of Common Stock in which the Optionee is vested at time of his or 
     her cessation of Board service.

               (iii)     Should the Optionee cease to serve as a Board member 
     by reason of death or Permanent Disability, then all shares at the time 
     subject to the option shall immediately vest so that such option may, 
     during the twelve (12)-month exercise period following such cessation of 
     Board service, be exercised for all or any portion of those shares as 
     fully-vested shares of Common Stock.

                (iv)     In no event shall the option remain exercisable 
     after the expiration of the option term. 

                 (v)     Upon the expiration of the twelve (12)-month 
     exercise period or (if earlier) upon the expiration of the option term, 
     the option shall terminate and cease to be outstanding for any vested 
     shares for which the option has not been exercised.  However, the option 
     shall, immediately upon the Optionee's cessation of Board service for 
     any reason other than death or Permanent Disability, terminate and cease 
     to be outstanding for any and all option shares in which the Optionee is 
     not otherwise at that time vested. 


(1)  Adjusted to reflect a two-for-one reverse split of the Common Stock 
     effected December 15, 1997.


                                      16.
<PAGE>

  II.     CHANGE IN CONTROL
     
          A.   The shares of Common Stock at the time subject to each option 
outstanding at the time of a Change in Control but not otherwise vested shall 
automatically vest in full so that each such option shall, immediately prior 
to the effective date of the Change in Control, become fully exercisable for 
all of the shares of Common Stock at the time subject to such option and may 
be exercised for all or any portion of those shares as fully-vested shares of 
Common Stock.  Immediately following the consummation of the Change in 
Control, each automatic option grant shall terminate and cease to be 
outstanding, except to the extent assumed by the successor corporation (or 
parent thereof).

          B.   Each option which is assumed in connection with a Change in 
Control shall be appropriately adjusted, immediately after such Change in 
Control, to apply to the number and class of securities which would have been 
issuable to the Optionee in consummation of such Change in Control had the 
option been exercised immediately prior to such Change in Control.  
Appropriate adjustments shall also be made to the exercise price payable per 
share under each outstanding option, PROVIDED the aggregate exercise price 
payable for such securities shall remain the same.

          C.   The grant of options under the Automatic Option Grant Program 
shall in no way affect the right of the Corporation to adjust, reclassify, 
reorganize or otherwise change its capital or business structure or to merge, 
consolidate, dissolve, liquidate or sell or transfer all or any part of its 
business or assets.

 III.     REMAINING TERMS

          The remaining terms of each option granted under the Automatic 
Option Grant Program shall be the same as the terms in effect for option 
grants made under the Discretionary Option Grant Program.


                                    17.
<PAGE>

                                ARTICLE FIVE

                                MISCELLANEOUS

   I.     FINANCING

          The Plan Administrator may permit any Optionee or Participant to 
pay the option exercise price under the Discretionary Option Grant Program or 
the purchase price of shares issued under the Stock Issuance Program by 
delivering a full-recourse, interest bearing promissory note payable in one 
or more installments.  The terms of any such promissory note (including the 
interest rate and the terms of repayment) shall be established by the Plan 
Administrator in its sole discretion.  In no event may the maximum credit 
available to the Optionee or Participant exceed the sum of (i) the aggregate 
option exercise price or purchase price payable for the purchased shares 
(less the par value of those shares) plus (ii) any Federal, state and local 
income and employment tax liability incurred by the Optionee or the 
Participant in connection with the option exercise or share purchase.

  II.     TAX WITHHOLDING 

          A.   The Corporation's obligation to deliver shares of Common Stock 
upon the exercise of options or the issuance or vesting of such shares under 
the Plan shall be subject to the satisfaction of all applicable Federal, 
state and local income and employment tax withholding requirements.

          B.   The Plan Administrator may, in its discretion, provide any or 
all holders of Non-Statutory Options or unvested shares of Common Stock under 
the Plan with the right to use shares of Common Stock in satisfaction of all 
or part of the Taxes incurred by such holders in connection with the exercise 
of their options or the vesting of their shares.  Such right may be provided 
to any such holder in either or both of the following formats:

               STOCK WITHHOLDING:  The election to have the Corporation 
withhold, from the shares of Common Stock otherwise issuable upon the 
exercise of such Non-Statutory Option or the vesting of such shares, a 
portion of those shares with an aggregate Fair Market Value equal to the 
percentage of the Taxes (not to exceed one hundred percent (100%)) designated 
by the holder.

               STOCK DELIVERY:  The election to deliver to the Corporation, 
at the time the Non-Statutory Option is exercised or the shares vest, one or 
more shares of Common Stock previously acquired by such holder (other than in 
connection with the option exercise or share vesting triggering the Taxes) 
with an aggregate Fair Market Value equal to the percentage of the Taxes (not 
to exceed one hundred percent (100%)) designated by the holder.


                                     18.
<PAGE>

 III.     EFFECTIVE DATE AND TERM OF THE PLAN

          A.   The Discretionary Option Grant and Stock Issuance Programs 
shall become effective immediately upon the Plan Effective Date.  However, 
the Automatic Option Grant Program shall not become effective until the 
Underwriting Date.  Options may be granted under the Discretionary Option 
Grant Program at any time on or after the Plan Effective Date.  However, no 
options granted under the Plan may be exercised, and no shares shall be 
issued under the Plan, until the Plan is approved by the Corporation's 
stockholders.  If such stockholder approval is not obtained within twelve 
(12) months after the Plan Effective Date, then all options previously 
granted under this Plan shall terminate and cease to be outstanding, and no 
further options shall be granted and no shares shall be issued under the Plan.

          B.   The Plan shall serve as the successor to the Predecessor Plan, 
and no further option grants or direct stock issuances shall be made under 
the Predecessor Plan after the Plan Effective Date.   All options outstanding 
under the Predecessor Plan on the Plan Effective Date shall be incorporated 
into the Plan at that time and shall be treated as outstanding options under 
the Plan. However, each outstanding option so incorporated shall continue to 
be governed solely by the terms of the documents evidencing such option, and 
no provision of the Plan shall be deemed to affect or otherwise modify the 
rights or obligations of the holders of such incorporated options with 
respect to their acquisition of shares of Common Stock.

          C.   One or more provisions of the Plan, including (without 
limitation) the option/vesting acceleration provisions of Article Two 
relating to Changes in Control, may, in the Plan Administrator's discretion, 
be extended to one or more options incorporated from the Predecessor Plan 
which do not otherwise contain such provisions.

          D.   The Plan shall terminate upon the EARLIEST of (i) November 6, 
2007, (ii) the date on which all shares available for issuance under the Plan 
shall have been issued as fully-vested shares or (iii) the termination of all 
outstanding options in connection with a Change in Control.  Upon such plan 
termination, all outstanding option grants and unvested stock issuances shall 
thereafter continue to have force and effect in accordance with the 
provisions of the documents evidencing such grants or issuances.

  IV.     AMENDMENT OF THE PLAN 

          A.   The Board shall have complete and exclusive power and 
authority to amend or modify the Plan in any or all respects.  However, no 
such amendment or modification shall adversely affect the rights and 
obligations with respect to stock options or unvested stock issuances at the 
time outstanding under the Plan unless the Optionee or the Participant 
consents to such amendment or modification. In addition, certain amendments 
may require stockholder approval pursuant to applicable laws or regulations. 


                                      19.
<PAGE>

          B.   Options to purchase shares of Common Stock may be granted 
under the Discretionary Option Grant Program and shares of Common Stock may 
be issued under the Stock Issuance Program that are in each instance in 
excess of the number of shares then available for issuance under the Plan, 
provided any excess shares actually issued under those programs shall be held 
in escrow until there is obtained stockholder approval of an amendment 
sufficiently increasing the number of shares of Common Stock available for 
issuance under the Plan.  If such stockholder approval is not obtained within 
twelve (12) months after the date the first such excess issuances are made, 
then (i) any unexercised options granted on the basis of such excess shares 
shall terminate and cease to be outstanding and (ii) the Corporation shall 
promptly refund to the Optionees and the Participants the exercise or 
purchase price paid for any excess shares issued under the Plan and held in 
escrow, together with interest (at the applicable Short Term Federal Rate) 
for the period the shares were held in escrow, and such shares shall 
thereupon be automatically cancelled and cease to be outstanding.

   V.     USE OF PROCEEDS

          Any cash proceeds received by the Corporation from the sale of 
shares of Common Stock under the Plan shall be used for general corporate 
purposes.

  VI.     REGULATORY APPROVALS

          A.   The implementation of the Plan, the granting of any stock 
option under the Plan and the issuance of any shares of Common Stock (i) upon 
the exercise of any granted option or (ii) under the Stock Issuance Program 
shall be subject to the Corporation's procurement of all approvals and 
permits required by regulatory authorities having jurisdiction over the Plan, 
the stock options granted under it and the shares of Common Stock issued 
pursuant to it.

          B.   No shares of Common Stock or other assets shall be issued or 
delivered under the Plan unless and until there shall have been compliance 
with all applicable requirements of Federal and state securities laws, 
including the filing and effectiveness of the Form S-8 registration statement 
for the shares of Common Stock issuable under the Plan, and all applicable 
listing requirements of any stock exchange (or the Nasdaq National Market, if 
applicable) on which Common Stock is then listed for trading. 

 VII.     NO EMPLOYMENT/SERVICE RIGHTS

          Nothing in the Plan shall confer upon the Optionee or the 
Participant any right to continue in Service for any period of specific 
duration or interfere with or otherwise restrict in any way the rights of the 
Corporation (or any Parent or Subsidiary employing or retaining such person) 
or of the Optionee or the Participant, which rights are hereby expressly 
reserved by each, to terminate such person's Service at any time for any 
reason, with or without cause.


                                    20.
<PAGE>

                                  APPENDIX 

          The following definitions shall be in effect under the Plan:

     A.   AUTOMATIC OPTION GRANT PROGRAM shall mean the automatic option 
grant program in effect under the Plan.

     B.   BOARD shall mean the Corporation's Board of Directors.

     C.   CHANGE IN CONTROL shall mean any of the following transactions: 

            (i)     a merger or consolidation approved by the Corporation's 
     stockholders in which securities possessing more than fifty percent 
     (50%) of the total combined voting power of the Corporation's 
     outstanding securities are transferred to a person or persons different 
     from the persons holding those securities immediately prior to such 
     transaction,  

           (ii)     any stockholder-approved sale, transfer or other 
     disposition of all or substantially all of the Corporation's assets in 
     complete liquidation or dissolution of the Corporation, or

          (iii)     the acquisition, directly or indirectly by any person or 
     related group of persons (other than the Corporation or a person that 
     directly or indirectly controls, is controlled by, or is under common 
     control with, the Corporation), of beneficial ownership (within the 
     meaning of Rule 13d-3 of the 1934 Act) of securities possessing more 
     than fifty percent (50%) of the total combined voting power of the 
     Corporation's outstanding securities pursuant to a tender or exchange 
     offer made directly to the Corporation's stockholders.

          In no event shall any of the following transactions be deemed to
constitute a Change in Control: 

               -    the initial public offering of the Common Stock or any 
     secondary offerings of the Common Stock in the open market; or

               -    any other direct issuance of securities by the 
     Corporation effected primarily for the purpose of raising additional 
     capital or funding for the business operations of the Corporation or any 
     Parent or Subsidiary.

     D.   CODE shall mean the Internal Revenue Code of 1986, as amended.

     E.   COMMON STOCK shall mean the Corporation's common stock.


                                   A-1.
<PAGE>

     F.   CORPORATION shall mean DoubleClick Inc., a Delaware corporation, 
and its successors.

     G.   DISCRETIONARY OPTION GRANT PROGRAM shall mean the discretionary 
option grant program in effect under the Plan.

     H.   ELIGIBLE DIRECTOR shall mean a non-employee Board member eligible 
to participate in the Automatic Option Grant Program in accordance with the 
eligibility provisions of Article One.

     I.   EMPLOYEE shall mean an individual who is in the employ of the 
Corporation (or any Parent or Subsidiary), subject to the control and 
direction of the employer entity as to both the work to be performed and the 
manner and method of performance.

     J.   EXERCISE DATE shall mean the date on which the Corporation shall 
have received written notice of the option exercise.

     K.   FAIR MARKET VALUE per share of Common Stock on any relevant date 
shall be determined in accordance with the following provisions:

            (i)     If the Common Stock is at the time traded on the Nasdaq 
     National Market, then the Fair Market Value shall be deemed equal to the 
     closing selling price per share of Common Stock on the date in question, 
     as such price is reported on the Nasdaq National Market or any successor 
     system.  If there is no closing selling price for the Common Stock on 
     the date in question, then the Fair Market Value shall be the closing 
     selling price on the last preceding date for which such quotation exists.

           (ii)     If the Common Stock is at the time listed on any Stock 
     Exchange, then the Fair Market Value shall be deemed equal to the 
     closing selling price per share of Common Stock on the date in question 
     on the Stock Exchange determined by the Plan Administrator to be the 
     primary market for the Common Stock, as such price is officially quoted 
     in the composite tape of transactions on such exchange.  If there is no 
     closing selling price for the Common Stock on the date in question, then 
     the Fair Market Value shall be the closing selling price on the last 
     preceding date for which such quotation exists.

          (iii)     For purposes of any option grants made on the 
     Underwriting Date, the Fair Market Value shall be deemed to be equal to 
     the price per share at which the Common Stock is to be sold in the 
     initial public offering pursuant to the Underwriting Agreement.


                                     A-2.
<PAGE>

           (iv)     For purposes of any option grants made prior to the 
     Underwriting Date, the Fair Market Value shall be determined by the Plan 
     Administrator, after taking into account such factors as it deems 
     appropriate.

     L.   INCENTIVE OPTION shall mean an option which satisfies the 
requirements of Code Section 422.

     M.   INVOLUNTARY TERMINATION shall mean the termination of the Service of
any individual which occurs by reason of: 

            (i)     such individual's involuntary dismissal or discharge by 
     the Corporation for reasons other than Misconduct, or 

           (ii)     such individual's voluntary resignation following (A) a 
     change in his or her position with the Corporation which materially 
     reduces his or her duties and responsibilities or the level of 
     management to which he or she reports, (B) a reduction in his or her 
     level of compensation (including base salary, fringe benefits and target 
     bonus under any performance based bonus or incentive programs) by more 
     than fifteen percent (15%) or (C) a relocation of such individual's 
     place of employment by more than fifty (50) miles, provided and only if 
     such change, reduction or relocation is effected by the Corporation 
     without the individual's consent.
     
     N.   MISCONDUCT shall mean the commission of any act of fraud, 
embezzlement or dishonesty by the Optionee or Participant, any unauthorized 
use or disclosure by such person of confidential information or trade secrets 
of the Corporation (or any Parent or Subsidiary), or any other intentional 
misconduct by such person adversely affecting the business or affairs of the 
Corporation (or any Parent or Subsidiary) in a material manner.  The 
foregoing definition shall not be deemed to be inclusive of all the acts or 
omissions which the Corporation (or any Parent or Subsidiary) may consider as 
grounds for the dismissal or discharge of any Optionee, Participant or other 
person in the Service of the Corporation (or any Parent or Subsidiary). 

     O.   1934 ACT shall mean the Securities Exchange Act of 1934, as amended.

     P.   NON-STATUTORY OPTION shall mean an option not intended to satisfy  
the requirements of Code Section 422.

     Q.   OPTIONEE shall mean any person to whom an option is granted under 
the Discretionary Option Grant and Automatic Option Grant Program.


                                    A-3.
<PAGE>

     R.   PARENT shall mean any corporation (other than the Corporation) in 
an unbroken chain of corporations ending with the Corporation, provided each 
corporation in the unbroken chain (other than the Corporation) owns, at the 
time of the determination, stock possessing fifty percent (50%) or more of 
the total combined voting power of all classes of stock in one of the other 
corporations in such chain.

     S.   PARTICIPANT shall mean any person who is issued shares of Common 
Stock under the Stock Issuance Program.

     T.   PERMANENT DISABILITY OR PERMANENTLY DISABLED shall mean the 
inability of the Optionee or the Participant to engage in any substantial 
gainful activity by reason of any medically determinable physical or mental 
impairment expected to result in death or to be of continuous duration of 
twelve (12) months or more.  However, solely for purposes of the Automatic 
Option Grant Program, Permanent Disability or Permanently Disabled shall mean 
the inability of the non-employee Board member to perform his or her usual 
duties as a Board member by reason of any medically determinable physical or 
mental impairment expected to result in death or to be of continuous duration 
of twelve (12) months or more.

     U.   PLAN shall mean the Corporation's 1997 Stock Incentive Plan, as set 
forth in this document.

     V.   PLAN ADMINISTRATOR shall mean the particular entity, whether the 
Primary Committee, the Board or the Secondary Committee, which is authorized 
to administer the Discretionary Option Grant and Stock Issuance Programs with 
respect to one or more classes of eligible persons, to the extent such entity 
is carrying out its administrative functions under those programs with 
respect to the persons under its jurisdiction.

     W.   PLAN EFFECTIVE DATE shall mean November 7, 1997, the date on which 
the Plan was adopted by the Board.

     X.   PREDECESSOR PLAN shall mean the Corporation's pre-existing 1996 
Stock Option Plan in effect immediately prior to the Plan Effective Date 
hereunder.

     Y.   PRIMARY COMMITTEE shall mean the committee of two (2) or more 
non-employee Board members appointed by the Board to administer the 
Discretionary Option Grant and Stock Issuance Programs with respect to 
Section 16 Insiders.

     Z.   SECONDARY COMMITTEE shall mean a committee of one (1) or more Board 
members appointed by the Board to administer the Discretionary Option Grant 
and Stock Issuance Programs with respect to eligible persons other than 
Section 16 Insiders. 

     AA.  SECTION 12 REGISTRATION DATE shall mean February 19, 1998, which 
was the date on which the Common Stock was first registered under Section 12 
of the 1934 Act.

                                     A-4.
<PAGE>

     AB.  SECTION 16 INSIDER shall mean an officer or director of the 
Corporation subject to the short-swing profit liabilities of Section 16 of 
the 1934 Act.

     AC.  SERVICE shall mean the performance of services for the Corporation 
(or any Parent or Subsidiary) by a person in the capacity of an Employee, a 
non-employee member of the board of directors or a consultant or independent 
advisor, except to the extent otherwise specifically provided in the 
documents evidencing the option grant or stock issuance.

     AD.  STOCK EXCHANGE shall mean either the American Stock Exchange or the 
New York Stock Exchange.

     AE.  STOCK ISSUANCE AGREEMENT shall mean the agreement entered into by 
the Corporation and the Participant at the time of issuance of shares of 
Common Stock under the Stock Issuance Program.

     AF.  STOCK ISSUANCE PROGRAM shall mean the stock issuance program in 
effect under the Plan.

     AG.  SUBSIDIARY shall mean any corporation (other than the Corporation) 
in an unbroken chain of corporations beginning with the Corporation, provided 
each corporation (other than the last corporation) in the unbroken chain 
owns, at the time of the determination, stock possessing fifty percent (50%) 
or more of the total combined voting power of all classes of stock in one of 
the other corporations in such chain.

     AH.  TAXES shall mean the Federal, state and local income and employment 
tax liabilities incurred by the holder of Non-Statutory Options or unvested 
shares of Common Stock in connection with the exercise of those options or 
the vesting of those shares.

     AI.  10% STOCKHOLDER shall mean the owner of stock (as determined under 
Code Section 424(d)) possessing more than ten percent (10%) of the total 
combined voting power of all classes of stock of the Corporation (or any 
Parent or Subsidiary).

     AJ.  UNDERWRITING AGREEMENT shall mean the agreement between the 
Corporation and the underwriter or underwriters managing the initial public 
offering of the Common Stock.

     AK.  UNDERWRITING DATE shall mean February 19, 1998, which was the date 
on which the Underwriting Agreement was executed and priced in connection 
with an initial public offering of the Common Stock.

                                     A-5. 

<PAGE>

                                                                  Exhibit 99.2

                               DOUBLECLICK, INC. 
                         NOTICE OF GRANT OF STOCK OPTION


          Notice is hereby given of the following option grant (the "Option") 
to purchase shares of the Common Stock of DoubleClick, Inc. (the 
"Corporation"):

          OPTIONEE: __________________________________________________________

          GRANT DATE: ________________________________________________________

          VESTING COMMENCEMENT DATE: _________________________________________

          EXERCISE PRICE:  $ _______________________________________ per share

          NUMBER OF OPTION SHARES: ____________________________________ shares

          EXPIRATION DATE: ___________________________________________________

          TYPE OF OPTION:      ______ Incentive Stock Option

                               ______ Non-Statutory Stock Option 

          EXERCISE SCHEDULE:  The Option shall become exercisable with 
          respect to twenty five percent (25%) of the Option Shares upon 
          Optionee's completion of one (1) year of Service measured from the 
          Vesting Commencement Date and shall become exercisable for the 
          balance of the Option Shares in thirty-six (36) successive equal 
          monthly installments upon Optionee's completion of each additional 
          month of Service over the thirty-six (36) month period measured 
          from the first anniversary of the Vesting Commencement Date.  In no 
          event shall the Option become exercisable for any additional Option 
          Shares after Optionee's cessation of Service.

          Optionee understands and agrees that the Option is granted subject 
to and in accordance with the terms of the DoubleClick, Inc. 1997 Stock 
Incentive Plan (the "Plan").  Optionee further agrees to be bound by the 
terms of the Plan and the terms of the Option as set forth in the Stock 
Option Agreement and any Addenda to such Stock Option Agreement attached 
hereto as Exhibit A.  A copy of the Plan is available upon request made to 
the Corporate Secretary at the Corporation's principal offices.

<PAGE>

          NO EMPLOYMENT OR SERVICE CONTRACT.  Nothing in this Notice or in 
the attached Stock Option Agreement or in the Plan shall confer upon Optionee 
any right to continue in Service for any period of specific duration or 
interfere with or otherwise restrict in any way the rights of the Corporation 
(or any Parent or Subsidiary employing or retaining Optionee) or of Optionee, 
which rights are hereby expressly reserved by each, to terminate Optionee's 
Service at any time for any reason, with or without cause.

          DEFINITIONS.  All capitalized terms in this Notice shall have the 
meaning assigned to them in this Notice or in the attached Stock Option 
Agreement.

DATED: __________________, 199___


                                     DOUBLECLICK, INC. 

                                     By: __________________________________

                                     Title: _______________________________


                                     ______________________________________
                                     OPTIONEE

                                     Address: _____________________________

                                     ______________________________________




ATTACHMENTS
EXHIBIT A - STOCK OPTION AGREEMENT AND ADDENDA


                                      2.
<PAGE>

                                   EXHIBIT A

                             STOCK OPTION AGREEMENT


<PAGE>

                                                                Exhibit 99.3

                                DOUBLECLICK INC.
                             STOCK OPTION AGREEMENT


RECITALS

     A.   The Board has adopted the Plan for the purpose of retaining the 
services of selected Employees, non-employee members of the Board or of the 
board of directors of any Parent or Subsidiary and consultants and other 
independent advisors who provide services to the Corporation (or any Parent 
or Subsidiary).

     B.   Optionee is to render valuable services to the Corporation (or a 
Parent or Subsidiary), and this Agreement is executed pursuant to, and is 
intended to carry out the purposes of, the Plan in connection with the 
Corporation's grant of an option to Optionee.

     C.   All capitalized terms in this Agreement shall have the meaning 
assigned to them in the attached Appendix.

          NOW, THEREFORE, it is hereby agreed as follows:

          1.   GRANT OF OPTION.  The Corporation hereby grants to Optionee, 
as of the Grant Date, an option to purchase up to the number of Option Shares 
specified in the Grant Notice.  The Option Shares shall be purchasable from 
time to time during the option term specified in Paragraph 2 at the Exercise 
Price.

          2.   OPTION TERM.  This option shall have a maximum term of ten 
(10) years measured from the Grant Date and shall accordingly expire at the 
close of business on the Expiration Date, unless sooner terminated in 
accordance with Paragraph 5 or 6.

          3.   LIMITED TRANSFERABILITY.  This option shall be neither 
transferable nor assignable by Optionee other than by will or by the laws of 
descent and distribution following Optionee's death and may be exercised, 
during Optionee's lifetime, only by Optionee.  However, if this option is 
designated a Non-Statutory Option in the Grant Notice, then this option may, 
in connection with the Optionee's estate plan, be assigned in whole or in 
part during Optionee's lifetime to one or more members of the Optionee's 
immediate family or to a trust established for the exclusive benefit of one 
or more such family members.  The assigned portion shall be exercisable only 
by the person or persons who acquire a proprietary interest in the option 
pursuant to such assignment.  The terms applicable to the assigned portion 
shall be the same as those in effect for this option immediately prior to 
such assignment and shall be set forth in such documents issued to the 
assignee as the Plan Administrator may deem appropriate.

<PAGE>

          4.   DATES OF EXERCISE.  This option shall become exercisable for 
the Option Shares in one or more installments as specified in the Grant 
Notice.  As the option becomes exercisable for such installments, those 
installments shall accumulate, and the option shall remain exercisable for 
the accumulated installments until the Expiration Date or sooner termination 
of the option term under Paragraph 5 or 6.

          5.   CESSATION OF SERVICE.  The option term specified in Paragraph 
2 shall terminate (and this option shall cease to be outstanding) prior to 
the Expiration Date should any of the following provisions become applicable:

                      (i)     Should Optionee cease to remain in Service for 
     any reason (other than death, Permanent Disability or Misconduct) while 
     this option is outstanding, then the period for exercising this option 
     shall be limited to a three (3)-month period measured from the date of 
     such cessation of Service, but in no event shall this option be 
     exercisable at any time after the Expiration Date.

                     (ii)     Should Optionee die while holding this option, 
     then the personal representative of Optionee's estate or the person or 
     persons to whom the option is transferred pursuant to Optionee's will or 
     in accordance with the laws of descent and distribution shall have the 
     right to exercise this option.  Such right shall lapse, and this option 
     shall cease to be outstanding, upon the EARLIER of (A) the expiration of 
     the twelve (12)-month period measured from the date of Optionee's death 
     or (B) the Expiration Date.

                    (iii)     Should Optionee cease Service by reason of 
     Permanent Disability while this option is outstanding, then the period 
     for exercising this option shall be limited to a twelve (12)-month 
     period measured from the date of such cessation of Service, but in no 
     event shall this option be exercisable at any time after the Expiration 
     Date.

                     (iv)     During the limited period of post-Service 
     exercisability, this option may not be exercised in the aggregate for 
     more than the number of Option Shares for which the option is 
     exercisable at the time of Optionee's cessation of Service.  Upon the 
     expiration of such limited exercise period or (if earlier) upon the 
     Expiration Date, this option shall terminate and cease to be outstanding 
     for any otherwise exercisable Option Shares for which the option has not 
     been exercised.  However, this option shall, immediately upon Optionee's 
     cessation of Service for any reason, terminate and cease to be 
     outstanding with respect to any and all Option Shares for which this 
     option is not otherwise at that time exercisable.


                                     2.
<PAGE>

                      (v)     Should Optionee's Service be terminated for
     Misconduct, then this option shall terminate immediately and cease to
     remain outstanding.

          6.   SPECIAL ACCELERATION OF OPTION.

               (a)  In the event of a Change in Control, this option, to the 
extent outstanding at that time, but not otherwise fully exercisable, shall 
automatically accelerate so that this option shall, immediately prior to the 
effective date of the Change in Control, become exercisable for all of the 
Option Shares at the time subject to this option and may be exercised for any 
or all of those Option Shares as fully-vested shares of Common Stock.  No 
such acceleration of this option, however, shall occur if and to the extent: 
(i) this option is, in connection with the Change in Control, to be assumed 
by the successor corporation (or parent thereof) or otherwise to continue in 
full force and effect pursuant to the express terms of the Change in Control 
transaction or (ii) this option is to be replaced with a cash incentive 
program of the successor corporation which preserves the spread existing at 
the time of the Change in Control on the Option Shares for which this option 
is not otherwise at that time exercisable (the excess of the Fair Market 
Value of those Option Shares over the aggregate Exercise Price payable for 
such shares) and provides for subsequent pay-out in accordance with the same 
option exercise/vesting schedule set forth in the Grant Notice.

               (b)  Immediately following the Change in Control, this option 
shall terminate and cease to be outstanding, except to the extent assumed by 
the successor corporation (or parent thereof) or otherwise to continue in 
full force and effect pursuant to the express terms of the Change in Control 
transaction.

               (c)  If this option is assumed in connection with a Change in 
Control (or is otherwise to continue in force), then this option shall be 
appropriately adjusted, immediately after such Change in Control, to apply to 
the number and class of securities which would have been issuable to Optionee 
in consummation of such Change in Control had the option been exercised 
immediately prior to such Change in Control, and appropriate adjustments 
shall also be made to the Exercise Price, PROVIDED the aggregate Exercise 
Price shall remain the same.

               (d)  This option may also become exercisable on an accelerated 
basis in accordance with the terms and conditions of any special addendum 
attached to this Agreement.

               (e)  This Agreement shall not in any way affect the right of 
the Corporation to adjust, reclassify, reorganize or otherwise change its 
capital or business structure or to merge, consolidate, dissolve, liquidate 
or sell or transfer all or any part of its business or assets.


                                      3.
<PAGE>

          7.   ADJUSTMENT IN OPTION SHARES.  Should any change be made to the 
Common Stock by reason of any stock split, stock dividend, recapitalization, 
combination of shares, exchange of shares or other change affecting the 
outstanding Common Stock as a class without the Corporation's receipt of 
consideration, appropriate adjustments shall be made to (i) the total number 
and/or class of securities subject to this option and (ii) the Exercise Price 
in order to reflect such change and thereby preclude a dilution or 
enlargement of benefits hereunder.

          8.   STOCKHOLDER RIGHTS.  The holder of this option shall not have 
any stockholder rights with respect to the Option Shares until such person 
shall have exercised the option, paid the Exercise Price and become a holder 
of record of the purchased shares.

          9.   MANNER OF EXERCISING OPTION.

               (a)  In order to exercise this option with respect to all or 
any part of the Option Shares for which this option is at the time 
exercisable, Optionee (or any other person or persons exercising the option) 
must take the following actions:

                      (i)     Execute and deliver to the Corporation a  
     Notice of Exercise for the Option Shares for which the option is 
     exercised.

                     (ii)     Pay the aggregate Exercise Price for the 
     purchased shares in one or more of the following forms:

                         (A)  cash or check made payable to the Corporation;

                         (B)  a promissory note payable to the Corporation, 
          but only to the extent authorized by the Plan Administrator in 
          accordance with Paragraph 13;

               Should the Common Stock be registered under Section 12 of the 
          1934 Act at the time the option is exercised, then the Exercise 
          Price may also be paid as follows: 

                         (C)  in shares of Common Stock held by Optionee (or 
          any other person or persons exercising the option) for the 
          requisite period necessary to avoid a charge to the Corporation's 
          earnings for financial reporting purposes and valued at Fair Market 
          Value on the Exercise Date; or 

                         (D)  through a special sale and remittance procedure 
          pursuant to which Optionee (or any other person or persons 
          exercising the option) shall concurrently provide irrevocable 
          instructions 


                                     4.
<PAGE>

          (a) to a Corporation-designated brokerage firm to effect the 
          immediate sale of the purchased shares and remit to the 
          Corporation, out of the sale proceeds available on the settlement 
          date, sufficient funds to cover the aggregate Exercise Price 
          payable for the purchased shares plus all applicable Federal, state 
          and local income and employment taxes required to be withheld by 
          the Corporation by reason of such exercise and (b) to the 
          Corporation to deliver the certificates for the purchased shares 
          directly to such brokerage firm in order to complete the sale.

               Except to the extent the sale and remittance procedure is 
          utilized in connection with the option exercise, payment of the 
          Exercise Price must accompany the Notice of Exercise delivered to 
          the Corporation in connection with the option exercise.

                    (iii)     Furnish to the Corporation appropriate 
     documentation that the person or persons exercising the option (if other 
     than Optionee) have the right to exercise this option.

                     (iv)     Make appropriate arrangements with the 
     Corporation (or Parent or Subsidiary employing or retaining Optionee) 
     for the satisfaction of all Federal, state and local income and 
     employment tax withholding requirements applicable to the option 
     exercise.

               (b)  As soon as practical after the Exercise Date, the 
Corporation shall issue to or on behalf of Optionee (or any other person or 
persons exercising this option) a certificate for the purchased Option 
Shares, with the appropriate legends affixed thereto.

               (c)  In no event may this option be exercised for any 
fractional shares.

          10.  COMPLIANCE WITH LAWS AND REGULATIONS.

               (a)  The exercise of this option and the issuance of the 
Option Shares upon such exercise shall be subject to compliance by the 
Corporation and Optionee with all applicable requirements of law relating 
thereto and with all applicable regulations of any stock exchange (or the 
Nasdaq National Market, if applicable) on which the Common Stock may be 
listed for trading at the time of such exercise and issuance.

               (b)  The inability of the Corporation to obtain approval from 
any regulatory body having authority deemed by the Corporation to be 
necessary to the lawful issuance and sale of any Common Stock pursuant to 
this option shall relieve the Corporation of any liability with respect to 
the non-issuance or sale of the Common Stock as to which such approval shall 
not have been obtained. The Corporation, however, shall use its best efforts 
to obtain all such approvals.


                                     5.
<PAGE>

          11.  SUCCESSORS AND ASSIGNS.  Except to the extent otherwise 
provided in Paragraphs 3 and 6, the provisions of this Agreement shall inure 
to the benefit of, and be binding upon, the Corporation and its successors 
and assigns and Optionee, Optionee's assigns and the legal representatives, 
heirs and legatees of Optionee's estate.

          12.  NOTICES.  Any notice required to be given or delivered to the 
Corporation under the terms of this Agreement shall be in writing and 
addressed to the Corporation at its principal corporate offices.  Any notice 
required to be given or delivered to Optionee shall be in writing and 
addressed to Optionee at the address indicated below Optionee's signature 
line on the Grant Notice. All notices shall be deemed effective upon personal 
delivery or upon deposit in the U.S. mail, postage prepaid and properly 
addressed to the party to be notified.

          13.  FINANCING.  The Plan Administrator may, in its absolute 
discretion and without any obligation to do so, permit Optionee to pay the 
Exercise Price for the purchased Option Shares by delivering a full-recourse 
promissory note payable to the Corporation.  The terms of any such promissory 
note (including the interest rate, the requirements for collateral and the 
terms of repayment) shall be established by the Plan Administrator in its 
sole discretion.

          14.  CONSTRUCTION.  This Agreement and the option evidenced hereby 
are made and granted pursuant to the Plan and are in all respects limited by 
and subject to the terms of the Plan.  All decisions of the Plan 
Administrator with respect to any question or issue arising under the Plan or 
this Agreement shall be conclusive and binding on all persons having an 
interest in this option.

          15.  GOVERNING LAW.  The interpretation, performance and 
enforcement of this Agreement shall be governed by the laws of the State of 
New York without resort to that State's conflict-of-laws rules.

          16.  EXCESS SHARES.  If the Option Shares covered by this Agreement 
exceed, as of the Grant Date, the number of shares of Common Stock which may 
without stockholder approval be issued under the Plan, then this option shall 
be void with respect to those excess shares, unless stockholder approval of 
an amendment sufficiently increasing the number of shares of Common Stock 
issuable under the Plan is obtained in accordance with the provisions of the 
Plan.

          17.  ADDITIONAL TERMS APPLICABLE TO AN INCENTIVE OPTION.  In the 
event this option is designated an Incentive Option in the Grant Notice, the 
following terms and conditions shall also apply to the grant:

                      (i)     This option shall cease to qualify for 
     favorable tax treatment as an Incentive Option if (and to the extent) 
     this option is exercised for one or more Option Shares: (A) more than 
     three (3) months after the date 


                                    6.
<PAGE>

     Optionee ceases to be an Employee for any reason other than death or 
     Permanent Disability or (B) more than twelve (12) months after the date 
     Optionee ceases to be an Employee by reason of Permanent Disability.

                     (ii)     No installment under this option shall qualify 
     for favorable tax treatment as an Incentive Option if (and to the 
     extent) the aggregate Fair Market Value (determined at the Grant Date) 
     of the Common Stock for which such installment first becomes exercisable 
     hereunder would, when added to the aggregate value (determined as of the 
     respective date or dates of grant) of the Common Stock or other 
     securities for which this option or any other Incentive Options granted 
     to Optionee prior to the Grant Date (whether under the Plan or any other 
     option plan of the Corporation or any Parent or Subsidiary) first become 
     exercisable during the same calendar year, exceed One Hundred Thousand 
     Dollars ($100,000) in the aggregate. Should such One Hundred Thousand 
     Dollar ($100,000) limitation be exceeded in any calendar year, this 
     option shall nevertheless become exercisable for the excess shares in 
     such calendar year as a Non-Statutory Option.

                    (iii)     Should the exercisability of this option be 
     accelerated upon a Change in Control, then this option shall qualify for 
     favorable tax treatment as an Incentive Option only to the extent the 
     aggregate Fair Market Value (determined at the Grant Date) of the Common 
     Stock for which this option first becomes exercisable in the calendar 
     year in which the Change in Control occurs does not, when added to the 
     aggregate value (determined as of the respective date or dates of grant) 
     of the Common Stock or other securities for which this option or one or 
     more other Incentive Options granted to Optionee prior to the Grant Date 
     (whether under the Plan or any other option plan of the Corporation or 
     any Parent or Subsidiary) first become exercisable during the same 
     calendar year, exceed One Hundred Thousand Dollars ($100,000) in the 
     aggregate.  Should the applicable One Hundred Thousand Dollar ($100,000) 
     limitation be exceeded in the calendar year of such Change in Control, 
     the option may nevertheless be exercised for the excess shares in such 
     calendar year as a Non-Statutory Option.

                     (iv)     Should Optionee hold, in addition to this 
     option, one or more other options to purchase Common Stock which become 
     exercisable for the first time in the same calendar year as this option, 
     then the foregoing limitations on the exercisability of such options as 
     Incentive Options shall be applied on the basis of the order in which 
     such options are granted.


                                    7.
<PAGE>

          18.  LEAVE OF ABSENCE.  The following provisions shall apply upon 
the Optionee's commencement of an authorized leave of absence:

                      (i)     The exercise schedule in effect under the Grant 
     Notice shall be frozen as of the first day of the authorized leave, and 
     this option shall not become exercisable for any additional installments 
     of the Option Shares during the period Optionee remains on such leave.

                     (ii)     Should Optionee resume active Employee status 
     within sixty (60) days after the start date of the authorized leave, 
     Optionee shall, for purposes of the exercise schedule set forth in the 
     Grant Notice, receive Service credit for the entire period of such 
     leave.  If Optionee does not resume active Employee status within such 
     sixty (60)-day period, then no Service credit shall be given for the 
     period of such leave.

                    (iii)     If the option is designated as an Incentive 
     Option in the Grant Notice, then the following additional provision 
     shall apply:

                         (A)  If the leave of absence continues for more than 
          ninety (90) days, then this option shall automatically convert to a 
          Non-Statutory Option under the Federal tax laws at the end of the 
          three (3)-month period measured from the ninety-first (91st) day of 
          such leave, unless the Optionee's reemployment rights are 
          guaranteed by statute or by written agreement.  Following any such 
          conversion of the option, all subsequent exercises of such option, 
          whether effected before or after Optionee's return to active 
          Employee status, shall result in an immediate taxable event, and 
          the Corporation shall be required to collect from Optionee the 
          Federal, state and local income and employment withholding taxes 
          applicable to such exercise.

                     (iv)     In no event shall this option become 
     exercisable for any additional Option Shares or otherwise remain 
     outstanding if Optionee does not resume Employee status prior to the 
     Expiration Date of the option term.


                                      8.
<PAGE>

                                   EXHIBIT I
                              NOTICE OF EXERCISE


          I hereby notify DoubleClick Inc.( the "Corporation") that I elect to
purchase ___________ shares of the Corporation's Common Stock (the "Purchased
Shares") at the option exercise price of $___________ per share (the "Exercise
Price") pursuant to that certain option (the "Option") granted to me under the
Corporation's 1997 Stock Incentive Plan on _________________, 199__.

          Concurrently with the delivery of this Exercise Notice to the 
Corporation, I shall hereby pay to the Corporation the Exercise Price for the 
Purchased Shares in accordance with the provisions of my agreement with the 
Corporation (or other documents) evidencing the Option and shall deliver 
whatever additional documents may be required by such agreement as a 
condition for exercise.  Alternatively, I may utilize the special 
broker-dealer sale and remittance procedure specified in my agreement to 
effect payment of the Exercise Price.

_____________________, 199__
Date

                                          ____________________________________
                                          Optionee

                                          Address: ___________________________

                                          ____________________________________

Print name in exact manner
it is to appear on the
stock certificate:                        ____________________________________

Address to which certificate
is to be sent, if different
from address above:                       ____________________________________

                                          ____________________________________

Social Security Number:                   ____________________________________

Employee Number:                          ____________________________________

<PAGE>

                                    APPENDIX

          The following definitions shall be in effect under the Agreement:

     A.   AGREEMENT shall mean this Stock Option Agreement.

     B.   BOARD shall mean the Corporation's Board of Directors.

     C.   CHANGE IN CONTROL shall mean any of the following transactions:

               (i)  a merger or consolidation approved by the Corporation's 
     stockholders in which securities possessing more than fifty percent 
     (50%) of the total combined voting power of the Corporation's 
     outstanding securities are transferred to a person or persons different 
     from the persons holding those securities immediately prior to such 
     transaction, 

               (ii) any stockholder-approved sale, transfer or other 
     disposition of all or substantially all of the Corporation's assets in 
     complete liquidation or dissolution of the Corporation, or

               (iii)     the acquisition, directly or indirectly by any 
     person or related group of persons (other than the Corporation or a 
     person that directly or indirectly controls, is controlled by, or is 
     under common control with, the Corporation), of beneficial ownership 
     (within the meaning of Rule 13d-3 of the Securities Exchange Act of 
     1934, as amended) of securities possessing more than fifty percent (50%) 
     of the total combined voting power of the Corporation's outstanding 
     securities pursuant to a tender or exchange offer made directly to the 
     Corporation's stockholders.

     D.   CODE shall mean the Internal Revenue Code of 1986, as amended.

     E.   COMMON STOCK shall mean the Corporation's common stock.

     F.   CORPORATION shall mean DoubleClick Inc., a Delaware corporation.

     G.   EMPLOYEE shall mean an individual who is in the employ of the 
Corporation (or any Parent or Subsidiary), subject to the control and 
direction of the employer entity as to both the work to be performed and the 
manner and method of performance.

     H.   EXERCISE DATE shall mean the date on which the option shall have 
been exercised in accordance with Paragraph 9 of the Agreement.

     I.   EXERCISE PRICE shall mean the exercise price per share as specified 
in the Grant Notice.


                                    A-1.
<PAGE>

     J.   EXPIRATION DATE shall mean the date on which the option expires as 
specified in the Grant Notice.

     K.   FAIR MARKET VALUE per share of Common Stock on any relevant date 
shall be determined in accordance with the following provisions:

        (i)    If the Common Stock is at the time traded on the Nasdaq 
     National Market, then the Fair Market Value shall be the closing selling 
     price per share of Common Stock on the date in question, as the price is 
     reported by the National Association of Securities Dealers on the Nasdaq 
     National Market or any successor system.  If there is no closing selling 
     price for the Common Stock on the date in question, then the Fair Market 
     Value shall be the closing selling price on the last preceding date for 
     which such quotation exists.

       (ii)    If the Common Stock is at the time listed on any Stock
     Exchange, then the Fair Market Value shall be the closing selling
     price per share of Common Stock on the date in question on the Stock
     Exchange determined by the Plan Administrator to be the primary market
     for the Common Stock, as such price is officially quoted in the
     composite tape of transactions on such exchange.  If there is no
     closing selling price for the Common Stock on the date in question,
     then the Fair Market Value shall be the closing selling price on the
     last preceding date for which such quotation exists.

     L.   GRANT DATE shall mean the date of grant of the option as specified 
in the Grant Notice.

     M.   GRANT NOTICE shall mean the Notice of Grant of Stock Option 
accompanying the Agreement, pursuant to which Optionee has been informed of 
the basic terms of the option evidenced hereby.

     N.   INCENTIVE OPTION shall mean an option which satisfies the 
requirements of Code Section 422.

     O.   MISCONDUCT shall mean the commission of any act of fraud, 
embezzlement or dishonesty by Optionee, any unauthorized use or disclosure by 
Optionee of confidential information or trade secrets of the Corporation (or 
any Parent or Subsidiary), or any other intentional misconduct by Optionee 
adversely affecting the business or affairs of the Corporation (or any Parent 
or Subsidiary) in a material manner.  The foregoing definition shall not be 
deemed to be inclusive of all the acts or omissions which the Corporation (or 
any Parent or Subsidiary) may consider as grounds for the dismissal or 
discharge of Optionee or any other individual in the Service of the 
Corporation (or any Parent or Subsidiary).

     P.   1934 ACT shall mean the Securities Exchange Act of 1934, as amended.


                                     A-2.
<PAGE>

     Q.   NON-STATUTORY OPTION shall mean an option not intended to satisfy 
the requirements of Code Section 422.

     R.   NOTICE OF EXERCISE shall mean the notice of exercise in the form 
attached hereto as Exhibit I.

     S.   OPTION SHARES shall mean the number of shares of Common Stock 
subject to the option as specified in the Grant Notice.

     T.   OPTIONEE shall mean the person to whom the option is granted as 
specified in the Grant Notice.

     U.   PARENT shall mean any corporation (other than the Corporation) in 
an unbroken chain of corporations ending with the Corporation, provided each 
corporation in the unbroken chain (other than the Corporation) owns, at the 
time of the determination, stock possessing fifty percent (50%) or more of 
the total combined voting power of all classes of stock in one of the other 
corporations in such chain.

     V.   PERMANENT DISABILITY shall mean the inability of Optionee to engage 
in any substantial gainful activity by reason of any medically determinable 
physical or mental impairment which is expected to result in death or has 
lasted or can be expected to last for a continuous period of twelve (12) 
months or more.

     W.   PLAN shall mean the Corporation's 1997 Stock Incentive Plan.

     X.   PLAN ADMINISTRATOR shall mean either the Board or a committee of 
the Board acting in its administrative capacity under the Plan. 

     Y.   SERVICE shall mean the Optionee's performance of services for the 
Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a 
non-employee member of the board of directors or a consultant or independent 
advisor.

     Z.   STOCK EXCHANGE shall mean the American Stock Exchange or the New 
York Stock Exchange.

     AA.  SUBSIDIARY shall mean any corporation (other than the Corporation) 
in an unbroken chain of corporations beginning with the Corporation, provided 
each corporation (other than the last corporation) in the unbroken chain 
owns, at the time of the determination, stock possessing fifty percent (50%) 
or more of the total combined voting power of all classes of stock in one of 
the other corporations in such chain. 


                                      A-3.

<PAGE>

                                                                  Exhibit 99.4

                                    ADDENDUM
                                       TO
                             STOCK OPTION AGREEMENT

          The following provisions are hereby incorporated into, and are 
hereby made a part of, that certain Stock Option Agreement dated 
_______________________, 199__ (the "Option Agreement") by and between 
DoubleClick, Inc. (the "Corporation") and __________________________________ 
("Optionee") evidencing the stock option (the "Option") granted on such date 
to Optionee under the terms of the Corporation's 1997 Stock Incentive Plan, 
and such provisions shall be effective immediately.  All capitalized terms 
used in this Addendum, to the extent not otherwise specifically defined 
herein, shall have the meanings assigned to such terms in the Option 
Agreement.

                   PARTIAL ACCELERATION UPON CHANGE IN CONTROL

          A.   The Option, to the extent outstanding at the time of any 
Change in Control but not otherwise fully exercisable, shall partially 
accelerate so that such Option shall, immediately prior to the effective date 
of such Change in Control, become exercisable for an additional number of 
Option Shares equal to the LESSER of (i) the number of Option Shares for 
which the Option would otherwise become exercisable, in accordance with the 
Exercise Schedule set forth in the Grant Notice, over the twelve (12)-month 
period immediately following the effective date of such Change in Control or 
(ii) the number of Option Shares for which the Option is not otherwise 
exercisable at the time of such Change in Control.  However, no such 
acceleration shall occur to the extent the Option Parachute Payment 
attributable to such acceleration would, when added to the Present Value of 
any Other Parachute Payments which become due and payable to Optionee in 
connection with the Change in Control, result in the payment to Optionee of 
an excess parachute payment under Code Section 280G(b).  The determination of 
any such excess parachute payment shall be made by the Plan Administrator, 
and such determination shall be final, binding and conclusive.

          B.   The exercisability of the accelerated Option as an incentive 
stock option under the Federal tax laws (if designated as such in the Grant 
Notice) shall be subject to the applicable dollar limitation of Paragraph 17 
of the Option Agreement.  To the extent such dollar limitation is exceeded, 
the Option as so accelerated may be exercised as a non-statutory option under 
such tax laws.

          C.   The Option as accelerated hereunder shall remain exercisable 
until the Expiration Date of the option term or any sooner termination of the 
Option in accordance with the provisions of the Option Agreement. 

          D.   For purposes of this Addendum, the following definitions shall 
be in effect:

<PAGE>

          OPTION PARACHUTE PAYMENT means the portion of the Option deemed to 
be a parachute payment under Code Section 280G and the Treasury Regulations 
issued thereunder.  Such Option Parachute Payment shall be calculated in 
accordance with the valuation provisions established under Code Section 280G 
and the applicable Treasury Regulations and shall include an appropriate 
dollar adjustment to reflect the lapse of Optionee's obligation to remain in 
Service as a condition to the vesting of the accelerated installment.  In no 
event, however, shall the Option Parachute Payment attributable to the 
accelerated installment exceed the spread on the accelerated Option Shares 
(the excess of the Fair Market Value of those Option Shares over the Exercise 
Price payable for such shares).

          OTHER PARACHUTE PAYMENTS means any payments in the nature of 
compensation (other than the partial acceleration of the Option pursuant to 
this Addendum) to which Optionee may become entitled in connection with the 
Change in Control, whether payable at that time or upon Optionee's subsequent 
termination of Employee status, and which accordingly qualify as parachute 
payments within the meaning of Code Section 280G(b)(2) and the Treasury 
Regulations issued thereunder. 

          PRESENT VALUE means the value, determined as of the effective date 
of the Change in Control, of any payment in the nature of compensation which 
Optionee becomes entitled to receive from the Corporation in connection 
therewith, including (without limitation) any Option Parachute Payment 
hereunder.  The Present Value of any such payment shall be determined in 
accordance with the provisions of Code Section 280G(d)(4). 

          IN WITNESS WHEREOF, DoubleClick, Inc. has caused this Addendum to 
be executed by its duly-authorized officer, and Optionee has executed this 
Addendum, all as of the Effective Date specified below.


                                  DOUBLECLICK, INC.

                                  By ________________________________

                                  Title _____________________________


                                  ___________________________________
                                               OPTIONEE


EFFECTIVE DATE: ______________________, 199_


                                    2.

<PAGE>

                                                                 Exhibit 99.5


                                    ADDENDUM
                                       TO
                             STOCK OPTION AGREEMENT


          The following provisions are hereby incorporated into, and are 
hereby made a part of, that certain Stock Option Agreement (the "Option 
Agreement") by and between DoubleClick, Inc. (the "Corporation") and 
______________________ ("Optionee") evidencing the stock option (the 
"Option") granted on ________________, 199__ to Optionee under the terms of 
the Corporation's 1997 Stock Incentive Plan, and such provisions shall be 
effective immediately.  All capitalized terms in this Addendum, to the extent 
not otherwise defined herein, shall have the meanings assigned to them in the 
Option Agreement.

                       INVOLUNTARY TERMINATION FOLLOWING A
                                CHANGE IN CONTROL
          
          1.   Should Optionee's Service terminate by reason of an 
Involuntary Termination effected within twelve (12) months following a Change 
in Control, the Option, to the extent outstanding at that time but not 
otherwise fully exercisable, shall automatically accelerate and become 
immediately exercisable for an additional number of Option Shares equal to 
fifty percent (50%) of the total number of Option Shares for which the Option 
is not otherwise exercisable at the time of such Involuntary Termination. 

          2.   The Option as accelerated pursuant to this Addendum shall 
remain so exercisable until the EARLIER of (i) the Expiration Date or (ii) 
the expiration of the one (1)-year period measured from the date of the 
Optionee's Involuntary Termination.

          3.   For purposes of this Addendum the following definitions shall 
be in effect:

               (i)  An INVOLUNTARY TERMINATION shall mean the termination of 
     Optionee's Service by reason of:

                    (A)  Optionee's involuntary dismissal or discharge by
          the Corporation for reasons other than Misconduct, or

                    (B)  Optionee's voluntary resignation following (A) a 
          change in Optionee's position with the Corporation (or Parent or 
          Subsidiary employing Optionee) which materially reduces Optionee's 
          duties and responsibilities or the level of management to which he 
          or she reports, (B) a reduction in Optionee's level of compensation 
          (including base salary, fringe benefits and target bonus under any 
          corporate-performance based bonus or incentive programs) by more 
          than fifteen 

<PAGE>

          percent (15%) or (C) a relocation of Optionee's place of employment 
          by more than fifty (50) miles, provided and only if such change, 
          reduction or relocation is effected by the Corporation without 
          Optionee's consent.

          4.   The provisions of Paragraph 1 of this Addendum shall govern 
the period for which the Option is to remain exercisable following the 
Involuntary Termination of Optionee's Service within twelve (12) months after 
the Change in Control and shall supersede any provisions to the contrary in 
Paragraph 5 of the Option Agreement.

          IN WITNESS WHEREOF, DoubleClick, Inc. has caused this Addendum to 
be executed by its duly-authorized officer as of the Effective Date specified 
below.

                                  DOUBLECLICK, INC.


                                  By:________________________________

                                  Title:_____________________________



EFFECTIVE DATE:___________________, 199__


                                      2.

<PAGE>

                                                                 Exhibit 99.6


                                DOUBLECLICK, INC.

                            STOCK ISSUANCE AGREEMENT


          AGREEMENT made this ______ day of _________________ 19__, by and 
between DoubleClick, Inc., a Delaware corporation, and ____________________, 
a Participant in the Corporation's 1997 Stock Incentive Plan.

          All capitalized terms in this Agreement shall have the meaning 
assigned to them in this Agreement or in the attached Appendix.

     A.   PURCHASE OF SHARES

          1.   PURCHASE.  Participant hereby purchases ______________ shares 
of Common Stock (the "Purchased Shares") pursuant to the provisions of the 
Stock Issuance Program at the purchase price of $______ per share (the 
"Purchase Price").

          2.   PAYMENT.  Concurrently with the delivery of this Agreement to 
the Corporation, Participant shall pay the Purchase Price for the Purchased 
Shares in cash or check payable to the Corporation and shall deliver a 
duly-executed blank Assignment Separate from Certificate (in the form 
attached hereto as Exhibit I) with respect to the Purchased Shares.

          3.   STOCKHOLDER RIGHTS.  Until such time as the Corporation 
exercises the Repurchase Right, Participant (or any successor in interest) 
shall have all the rights of a stockholder (including voting, dividend and 
liquidation rights) with respect to the Purchased Shares, subject, however, 
to the transfer restrictions of this Agreement.

          4.   ESCROW.  The Corporation shall have the right to hold the 
Purchased Shares in escrow until those shares have vested in accordance with 
the Vesting Schedule.

          5.   COMPLIANCE WITH LAW.  Under no circumstances shall shares of 
Common Stock or other assets be issued or delivered to Participant pursuant 
to the provisions of this Agreement unless, in the opinion of counsel for the 
Corporation or its successors, there shall have been compliance with all 
applicable requirements of Federal and state securities laws, all applicable 
listing requirements of any stock exchange (or the Nasdaq National Market, if 
applicable) on which the Common Stock is at the time listed for trading and 
all other requirements of law or of any regulatory bodies having jurisdiction 
over such issuance and delivery.

<PAGE>

     B.   TRANSFER RESTRICTIONS

          1.   RESTRICTION ON TRANSFER.  Except for any Permitted Transfer, 
Participant shall not transfer, assign, encumber or otherwise dispose of any 
of the Purchased Shares which are subject to the Repurchase Right. 

          2.   RESTRICTIVE LEGEND.  The stock certificate for the Purchased 
Shares shall be endorsed with the following restrictive legend:

               "The shares represented by this certificate are unvested and 
     subject to certain repurchase rights granted to the Corporation and 
     accordingly may not be sold, assigned, transferred, encumbered, or in 
     any manner disposed of except in conformity with the terms of a written 
     agreement dated ______________, 199_ between the Corporation and the 
     registered holder of the shares (or the predecessor in interest to the 
     shares).  A copy of such agreement is maintained at the Corporation's 
     principal corporate offices."

          3.   TRANSFEREE OBLIGATIONS.  Each person (other than the 
Corporation) to whom the Purchased Shares are transferred by means of a 
Permitted Transfer must, as a condition precedent to the validity of such 
transfer, acknowledge in writing to the Corporation that such person is bound 
by the provisions of this Agreement and that the transferred shares are 
subject to the Repurchase Right to the same extent such shares would be so 
subject if retained by Participant.

     C.   REPURCHASE RIGHT

          1.   GRANT.  The Corporation is hereby granted the right (the 
"Repurchase Right"), exercisable at any time during the ninety (90)-day 
period following the date Participant ceases for any reason to remain in 
Service, to repurchase at the Purchase Price all or any portion of the 
Purchased Shares in which Participant is not, at the time of his or her 
cessation of Service, vested in accordance with the Vesting Schedule or the 
provisions of Paragraph C.5 of this Agreement (such shares to be hereinafter 
referred to as the "Unvested Shares").

          2.   EXERCISE OF THE REPURCHASE RIGHT.  The Repurchase Right shall 
be exercisable by written notice delivered to each Owner of the Unvested 
Shares prior to the expiration of the ninety (90)-day exercise period.  The 
notice shall indicate the number of Unvested Shares to be repurchased and the 
date on which the repurchase is to be effected, such date to be not more than 
thirty (30) days after the date of such notice.  The certificates 
representing the Unvested Shares to be repurchased shall be delivered to the 
Corporation on or before the close of business on the date specified for the 
repurchase. Concurrently with the receipt of such stock certificates, the 
Corporation shall pay to Owner, in cash or cash equivalent (including the 
cancellation of any purchase-money indebtedness), an amount equal to the 
Purchase Price previously paid for the Unvested Shares to be repurchased from 
Owner.


                                    2.
<PAGE>

          3.   TERMINATION OF THE REPURCHASE RIGHT.  The Repurchase Right 
shall terminate with respect to any Unvested Shares for which it is not 
timely exercised under Paragraph C.2.  In addition, the Repurchase Right 
shall terminate and cease to be exercisable with respect to any and all 
Purchased Shares in which Participant vests in accordance with the following 
Vesting Schedule:

                 (i)     Upon Participant's completion of one (1) year of 
     Service measured from ______________, 199__, Participant shall acquire a 
     vested interest in, and the Repurchase Right shall lapse with respect 
     to, twenty-five percent (25%) of the Purchased Shares.

                (ii)     Participant shall acquire a vested interest in, and 
     the Repurchase Right shall lapse with respect to, the remaining 
     Purchased Shares in a series of thirty six (36) successive equal monthly 
     installments upon Participant's completion of each additional month of 
     Service over the thirty-six (36)-month period measured from the initial 
     vesting date under subparagraph (i) above.

          4.   RECAPITALIZATION.  Any new, substituted or additional 
securities or other property (including cash paid other than as a regular 
cash dividend) which is by reason of any Recapitalization distributed with 
respect to the Purchased Shares shall be immediately subject to the 
Repurchase Right and any escrow requirements hereunder, but only to the 
extent the Purchased Shares are at the time covered by such right or escrow 
requirements.  Appropriate adjustments to reflect such distribution shall be 
made to the number and/or class of securities subject to this Agreement and 
to the price per share to be paid upon the exercise of the Repurchase Right 
in order to reflect the effect of any such Recapitalization upon the 
Corporation's capital structure; PROVIDED, however, that the aggregate 
purchase price shall remain the same.

          5.   CHANGE IN CONTROL.

               (a)  Immediately prior to the consummation of any Change in 
Control, the Repurchase Right shall automatically lapse in its entirety and 
the Purchased Shares shall vest in full, except to the extent the Repurchase 
Right is to be assigned to the successor corporation (or parent thereof) in 
connection with the Change in Control.

               (b)  To the extent the Repurchase Right remains in effect 
following a Change in Control, such right shall apply to the new capital 
stock or other property (including any cash payments) received in exchange 
for the Purchased Shares in consummation of the Change in Control, but only 
to the extent the Purchased Shares are at the time covered by such right.  
Appropriate adjustments shall be made to the price per share payable upon 
exercise of the Repurchase Right to reflect the effect of the Change in 
Control upon the Corporation's capital structure; PROVIDED, however, that the 
aggregate purchase price shall remain the same.  The new securities or other 
property (including cash payments) issued or distributed with respect to the 


                                      3.
<PAGE>

Purchased Shares in consummation of the Change in Control shall immediately 
be deposited in escrow with the Corporation (or the successor entity) and 
shall not be released from escrow until Participant vests in such securities 
or other property in accordance with the same Vesting Schedule in effect for 
the Purchased Shares.

               (c)  The Repurchase Right may also be subject to termination 
in whole or in part on an accelerated basis, and the Purchased Shares subject 
to immediate vesting, in accordance with the terms of any special Addendum 
attached to this Agreement.

               (d)  Any acceleration of the vesting of the Purchased Shares 
provided under paragraph 5(a) shall be subject to the terms and conditions of 
any addendum attached to this Agreement. 

     D.   SPECIAL TAX ELECTION

          1.   SECTION 83(b) ELECTION.  Under Code Section 83, the excess of 
the fair market value of the Purchased Shares on the date any forfeiture 
restrictions applicable to such shares lapse over the Purchase Price paid for 
such shares will be reportable as ordinary income on the lapse date.  For 
this purpose, the term "forfeiture restrictions" includes the right of the 
Corporation to repurchase the Purchased Shares pursuant to the Repurchase 
Right. Participant may elect under Code Section 83(b) to be taxed at the time 
the Purchased Shares are acquired, rather than when and as such Purchased 
Shares cease to be subject to such forfeiture restrictions.  Such election 
must be filed with the Internal Revenue Service within thirty (30) days after 
the date of this Agreement.  Even if the fair market value of the Purchased 
Shares on the date of this Agreement equals the Purchase Price paid (and thus 
no tax is payable), the election must be made to avoid adverse tax 
consequences in the future.  THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS 
EXHIBIT II HERETO. PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING 
WITHIN THE APPLICABLE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION 
OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE.

          2.   FILING RESPONSIBILITY.  PARTICIPANT ACKNOWLEDGES THAT IT IS 
PARTICIPANT'S SOLE RESPONSIBILITY, AND NOT THE CORPORATION'S, TO FILE A 
TIMELY ELECTION UNDER CODE SECTION 83(B), EVEN IF PARTICIPANT REQUESTS THE 
CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

     E.   GENERAL PROVISIONS

          1.   ASSIGNMENT.  The Corporation may assign the Repurchase Right 
to any person or entity selected by the Board, including (without limitation) 
one or more stockholders of the Corporation.


                                      4.
<PAGE>

          2.   NO EMPLOYMENT OR SERVICE CONTRACT.  Nothing in this Agreement 
or in the Plan shall confer upon Participant any right to continue in Service 
for any period of specific duration or interfere with or otherwise restrict 
in any way the rights of the Corporation (or any Parent or Subsidiary 
employing or retaining Participant) or of Participant, which rights are 
hereby expressly reserved by each, to terminate Participant's Service at any 
time for any reason, with or without cause.

          3.   NOTICES.  Any notice required to be given under this Agreement 
shall be in writing and shall be deemed effective upon personal delivery or 
upon deposit in the U.S. mail, registered or certified, postage prepaid and 
properly addressed to the party entitled to such notice at the address 
indicated below such party's signature line on this Agreement or at such 
other address as such party may designate by ten (10) days advance written 
notice under this paragraph to all other parties to this Agreement.

          4.   NO WAIVER.  The failure of the Corporation in any instance to 
exercise the Repurchase Right shall not constitute a waiver of any other 
repurchase rights that may subsequently arise under the provisions of this 
Agreement or any other agreement between the Corporation and Participant.  No 
waiver of any breach or condition of this Agreement shall be deemed to be a 
waiver of any other or subsequent breach or condition, whether of like or 
different nature.

          5.   CANCELLATION OF SHARES.  If the Corporation shall make 
available, at the time and place and in the amount and form provided in this 
Agreement, the consideration for the Purchased Shares to be repurchased in 
accordance with the provisions of this Agreement, then from and after such 
time, the person from whom such shares are to be repurchased shall no longer 
have any rights as a holder of such shares (other than the right to receive 
payment of such consideration in accordance with this Agreement).  Such 
shares shall be deemed purchased in accordance with the applicable provisions 
hereof, and the Corporation shall be deemed the owner and holder of such 
shares, whether or not the certificates therefor have been delivered as 
required by this Agreement.

          6.   PARTICIPANT UNDERTAKING.  Participant hereby agrees to take 
whatever additional action and execute whatever additional documents the 
Corporation may deem necessary or advisable in order to carry out or effect 
one or more of the obligations or restrictions imposed on either Participant 
or the Purchased Shares pursuant to the provisions of this Agreement.

          7.   AGREEMENT IS ENTIRE CONTRACT.  This Agreement constitutes the 
entire contract between the parties hereto with regard to the subject matter 
hereof.  This Agreement is made pursuant to the provisions of the Plan and 
shall in all respects be construed in conformity with the terms of the Plan.


                                     5.
<PAGE>

          8.   GOVERNING LAW.  This Agreement shall be governed by, and 
construed in accordance with, the laws of the State of New York without 
resort to that State's conflict-of-laws rules.

          9.   COUNTERPARTS.  This Agreement may be executed in counterparts, 
each of which shall be deemed to be an original, but all of which together 
shall constitute one and the same instrument.

          10.  SUCCESSORS AND ASSIGNS.  The provisions of this Agreement 
shall inure to the benefit of, and be binding upon, the Corporation and its 
successors and assigns and upon Participant, Participant's assigns and the 
legal representatives, heirs and legatees of Participant's estate, whether or 
not any such person shall have become a party to this Agreement and have 
agreed in writing to join herein and be bound by the terms hereof. 


                                     6.
<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Agreement on the 
day and year first indicated above.


                                  DOUBLECLICK, INC.


                                  By: __________________________________

                                  Title: _______________________________

                                  Address: _____________________________

                                  ______________________________________

                                  ______________________________________

                                  ______________________________________
                                  PARTICIPANT

                                  Address: _____________________________

                                  ______________________________________


                                      7.
<PAGE>

                                   EXHIBIT I

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

          FOR VALUE RECEIVED ___________________ hereby sell(s), assign(s) 
and transfer(s) unto DoubleClick, Inc. (the "Corporation"), _____________ 
(____) shares of the Common Stock of the Corporation standing in his or her 
name on the books of the Corporation represented by Certificate No. 
__________ herewith and do(es) hereby irrevocably constitute and appoint 
_________________ Attorney to transfer the said stock on the books of the 
Corporation with full power of substitution in the premises. 

Dated:_____________, 199_.


                                     Signature ______________________________




INSTRUCTION:  Please do not fill in any blanks other than the signature line. 
Please sign exactly as you would like your name to appear on the issued stock 
certificate.  The purpose of this assignment is to enable the Corporation to 
exercise the Repurchase Right without requiring additional signatures on the 
part of Participant. 

<PAGE>

                                 EXHIBIT II

                        SECTION 83(b) TAX ELECTION

This statement is being made under Section 83(b) of the Internal Revenue 
Code, pursuant to Treas. Reg. Section 1.83-2.

(1)  The taxpayer who performed the services is:

     Name:
     Address:
     Taxpayer Ident. No.:

(2)  The property with respect to which the election is being made is ________ 
     shares of the common stock of DoubleClick, Inc.

(3)  The property was issued on ___________, 199__.

(4)  The taxable year in which the election is being made is the calendar year
     199__.

(5)  The property is subject to a repurchase right pursuant to which the 
     issuer has the right to acquire the property at the original purchase 
     price if for any reason taxpayer's employment with the issuer is 
     terminated.  The issuer's repurchase right lapses in a series of annual 
     and monthly installments over a four (4)-year period ending on           
     _____________________________.

(6)  The fair market value at the time of transfer (determined without regard 
     to any restriction other than a restriction which by its terms will 
     never lapse) is $___________ per share.

(7)  The amount paid for such property is $____________ per share.

(8)  A copy of this statement was furnished to DoubleClick, Inc. for whom 
     taxpayer rendered the services underlying the transfer of property.

(9)  This statement is executed on ________________________, 199__.


____________________________       ____________________________________
Spouse (if any)                    Taxpayer

THIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE CENTER WITH 
WHICH TAXPAYER FILES HIS OR HER FEDERAL INCOME TAX RETURNS AND MUST BE MADE 
WITHIN THIRTY (30) DAYS AFTER THE EXECUTION DATE OF THE STOCK ISSUANCE 
AGREEMENT.  THIS FILING SHOULD BE MADE BY REGISTERED OR CERTIFIED MAIL, 
RETURN RECEIPT REQUESTED. PARTICIPANT MUST RETAIN TWO (2) COPIES OF THE 
COMPLETED FORM FOR FILING WITH HIS OR HER FEDERAL AND STATE TAX RETURNS FOR 
THE CURRENT TAX YEAR AND AN ADDITIONAL COPY FOR HIS OR HER RECORDS.

<PAGE>

                               APPENDIX


         The following definitions shall be in effect under the Agreement:

     A.  AGREEMENT shall mean this Stock Issuance Agreement.

     B.  BOARD shall mean the Corporation's Board of Directors.

     C.  CODE shall mean the Internal Revenue Code of 1986, as amended.

     D.  COMMON STOCK shall mean the Corporation's common stock.

     E.  CHANGE IN CONTROL shall mean any of the following transactions:

             (A)  a merger or consolidation approved by the Corporation's 
     stockholders in which securities possessing more than fifty percent 
     (50%) of the total combined voting power of the Corporation's 
     outstanding securities are transferred to a person or persons different 
     from the persons holding those securities immediately prior to such 
     transaction, 

             (B)  any stockholder-approved sale, transfer or other 
     disposition of all or substantially all of the Corporation's assets in 
     complete liquidation or dissolution of the Corporation, or

             (C)  the acquisition, directly or indirectly by any person or 
     related group of persons (other than the Corporation or a person that 
     directly or indirectly controls, is controlled by, or is under common 
     control with, the Corporation), of beneficial ownership (within the 
     meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as 
     amended) of securities possessing more than fifty percent (50%) of the 
     total combined voting power of the Corporation's outstanding securities 
     pursuant to a tender or exchange offer made directly to the 
     Corporation's stockholders.

     F.  CORPORATION shall mean DoubleClick, Inc., a Delaware corporation.

     G.  OWNER shall mean Participant and all subsequent holders of the 
Purchased Shares who derive their chain of ownership through a Permitted 
Transfer from Participant.


                                     A-1.
<PAGE>

     H.  PARENT shall mean any corporation (other than the Corporation) in an 
unbroken chain of corporations ending with the Corporation, provided each 
corporation in the unbroken chain (other than the Corporation) owns, at the 
time of the determination, stock possessing fifty percent (50%) or more of 
the total combined voting power of all classes of stock in one of the other 
corporations in such chain.

     I.  PARTICIPANT shall mean the person to whom the Purchased Shares
are issued under the Stock Issuance Program.

     J.  PERMITTED TRANSFER shall mean (i) a gratuitous transfer of the 
Purchased Shares, PROVIDED AND ONLY IF Participant obtains the Corporation's 
prior written consent to such transfer, (ii) a transfer of title to the 
Purchased Shares effected pursuant to Participant's will or the laws of 
intestate succession following Participant's death or (iii) a transfer to the 
Corporation in pledge as security for any purchase-money indebtedness 
incurred by Participant in connection with the acquisition of the Purchased 
Shares.

     K.  PLAN shall mean the Corporation's 1997 Stock Incentive Plan.

     L.  PLAN ADMINISTRATOR shall mean either the Board or a committee of the 
Board acting in its administrative capacity under the Plan. 

     M.  PURCHASE PRICE shall have the meaning assigned to such term in 
Paragraph A.1.

     N.  PURCHASED SHARES shall have the meaning assigned to such term in 
Paragraph A.1.

     O.  RECAPITALIZATION shall mean any stock split, stock dividend, 
recapitalization, combination of shares, exchange of shares or other change 
affecting the Corporation's outstanding Common Stock as a class without the 
Corporation's receipt of consideration.

     P.  REPURCHASE RIGHT shall mean the right granted to the Corporation in 
accordance with Article C.

     Q.  SERVICE shall mean the Participant's performance of services for the 
Corporation (or any Parent or Subsidiary) in the capacity of an employee, 
subject to the control and direction of the employer entity as to both the 
work to be performed and the manner and method of performance, a non-employee 
member of the board of directors or a consultant.

     R.  STOCK ISSUANCE PROGRAM shall mean the Stock Issuance Program under 
the Plan. 


                                  A-2.
<PAGE>

     S.  SUBSIDIARY shall mean any corporation (other than the Corporation) 
in an unbroken chain of corporations beginning with the Corporation, provided 
each corporation (other than the last corporation) in the unbroken chain 
owns, at the time of the determination, stock possessing fifty percent (50%) 
or more of the total combined voting power of all classes of stock in one of 
the other corporations in such chain.

     T.  VESTING SCHEDULE shall mean the vesting schedule specified in 
Paragraph C.3, subject to the acceleration provisions of Paragraph C.5.

     U.  UNVESTED SHARES shall have the meaning assigned to such term in
Paragraph C.1.


                                    A-3.

<PAGE>

                                                                 Exhibit 99.7

                                 ADDENDUM
                                    TO
                          STOCK ISSUANCE AGREEMENT

          The following provisions are hereby incorporated into, and are 
hereby made a part of, that certain Stock Issuance Agreement dated 
_______________________, 199__ (the "Issuance Agreement") by and between 
DoubleClick, Inc. (the "Corporation") and __________________________________ 
("Participant") evidencing the stock issuance (the "Issuance") on such date 
to Participant under the terms of the Corporation's 1997 Stock Incentive Plan 
(the "Plan"), and such provisions shall be effective immediately.  All 
capitalized terms used in this Addendum, to the extent not otherwise 
specifically defined herein, shall have the meanings assigned to such terms 
in the Issuance Agreement.

         PART ONE:  VESTING ACCELERATION UPON CHANGE IN CONTROL

               To the extent the Repurchase Right is assigned to the 
successor entity (or parent company) in connection with a Change in Control, 
the Repurchase Right shall terminate automatically with respect to the 
Purchased Shares in an amount equal to the sum of (i) the number of Purchased 
Shares that would have become vested during the twelve (12)-month period 
following the Change in Control in accordance with the Vesting Schedule 
indicated in the Issuance Agreement if the Participant had remained in 
Service through that date. No such termination of the Repurchase Right shall 
occur, however, to the extent the acceleration of the vesting of the 
Purchased Shares would, when added to the present value of certain other 
payments in the nature of compensation which become due and payable to 
Participant in connection with the Change in Control, result in the payment 
to Participant of an excess parachute payment under Code Section 280G(b).  
The determination of any such excess parachute payment shall be made by the 
Plan Administrator in accordance with the guidelines set forth in Part Two of 
this Addendum, and such determination shall be final, binding and conclusive.

           PART TWO: DETERMINATION OF SECTION 280G LIMITATION

          A.   The following definitional provisions are to be utilized in 
making all determinations and calculations with respect to any parachute 
payments to which Participant may be entitled in connection with a Change in 
Control:

          ACTUAL AVERAGE COMPENSATION means Participant's average W-2 wages 
and other compensation received from the Corporation for the five (5) 
calendar years (or such fewer number of actual calendar years of employment 
with the Corporation) completed immediately prior to the calendar year in 
which the Change in Control is effected.  Any W-2 wages or other compensation 
for a partial year of employment with the Corporation shall be annualized, in 
accordance with the frequency with which such wages are paid during such 
partial year, before inclusion within Actual Average Compensation.  Should 
Participant's Service with the Corporation commence in the calendar year in 
which the Change in Control is effected, then 

<PAGE>

Actual Average Compensation shall be equal in amount to the rate of base 
salary in effect for the Participant for that year plus all other items of 
compensation received from the Corporation for such year.  If any of 
Participant's compensation from the Corporation during such five (5)-year or 
shorter period was not included in Participant's W-2 wages for U.S. income 
tax purposes, either because Participant was not a U.S. citizen or resident 
or because such compensation was excludible from income as foreign earned 
income under Code Section 911 or as pre-tax income under Code Section 125 or 
402(g), then such compensation shall nevertheless be included in Actual 
Average Compensation to the same extent as if it were part of Participant's 
W-2 wages.

          CODE means the Internal Revenue Code of 1986, as periodically amended.


          FAIR MARKET VALUE means, with respect to any shares of Common 
Stock, the closing selling price per share of Common Stock on the date in 
question on the Nasdaq National Market, as such price is reported on the 
Nasdaq National Market or any successor system.  If there is no such reported 
price on the date in question, then the Fair Market Value shall be the 
closing selling price on the last preceding date for which such quotation 
exists.

          ISSUANCE means any Purchased Shares held by the Participant under 
the Corporation's 1997 Stock Incentive Plan (the "1997 Plan") or the 
Corporation's predecessor 1997 Stock Option Plan (the "Predecessor Plan") and 
unvested at the time of the Change in Control.  Such Issuances are to be 
divided into two separate categories as follows:

              -     RESTRICTED ISSUANCES:  unvested Purchased Shares subject 
     to the Issuance Agreement and any other Issuance of which the 
     acceleration of the vesting of such shares is limited, pursuant to the 
     express provisions of the instrument evidencing the issuance, to an 
     amount which will not result in an excess parachute payment under Code 
     Section 280G and the Treasury Regulations issued thereunder.

              -     UNRESTRICTED ISSUANCES: any unvested Purchased Shares of 
     which the acceleration of the vesting of those shares is not subject to 
     any limitations under the instrument of issuance which is designed to 
     avoid an excess parachute payment under Code Section 280G and the 
     Treasury Regulations issued thereunder. 

          ISSUANCE PARACHUTE PAYMENT means, with respect to each Issuance 
which is accelerated under either the 1997 Plan or the Predecessor Plan upon 
the Change in Control, the portion of that Issuance deemed to be a parachute 
payment under Code Section 280G and the Treasury Regulations issued 
thereunder.  The portion of such Issuance which is categorized as an Issuance 
Parachute Payment shall be calculated in accordance with the valuation 
provisions established under Code Section 280G and the applicable Treasury 
Regulations and shall include an appropriate dollar adjustment to reflect the 
lapse of Participant's obligation to remain in Service as a condition to 
vesting of the Purchased Shares subject to the accelerated installment.


                                      2.
<PAGE>

In no event, however, shall the Issuance Parachute Payment attributable to 
any Issuance exceed the spread of the Issuance (the excess of the Fair Market 
Value of the accelerated shares over the issuance price payable for those 
shares).

          OTHER PARACHUTE PAYMENTS means any payments in the nature of 
compensation (other than the vesting acceleration of the Purchased Shares 
under the Plan) to which Participant may become entitled in connection with 
the Change in Control, whether payable at that time or upon Participant's 
subsequent termination of Employee status, and which accordingly qualify as 
parachute payments within the meaning of Code Section 280G(b)(2) and the 
Treasury Regulations issued thereunder. 

          PRESENT VALUE means the value, determined as of the effective date 
of the Change in Control, of any payment in the nature of compensation which 
Participant becomes entitled to receive from the Corporation in connection 
therewith, including (without limitation) the Issuance Parachute Payment 
attributable to the Issuance evidenced by this Issuance Agreement and the 
aggregate Issuance Parachute Payment attributable to all other Issuances of 
Participant which accelerate upon the Change in Control.  The Present Value 
of any such payment which is not otherwise due and payable at the time of the 
Change in Control shall be determined in accordance with the provisions of 
Code Section 280G(d)(4), utilizing a discount rate equal to one hundred 
twenty percent (120%) of the applicable Federal rate in effect at the time of 
such determination, compounded semi-annually to the effective date of the 
Change in Control. 

          PURCHASED SHARES shall mean the shares purchased by the Participant 
pursuant to each Issuance under the Plan.

          SEVERANCE PAYMENT means the lump-sum cash payment to which 
Participant may become entitled, pursuant to separate letter agreement with 
the Corporation, upon the involuntary termination of his or her Employee 
status within eighteen (18) months following certain changes in control of 
the Corporation.

          B.   The extent to which the Issuance evidenced by this Issuance 
Agreement and all other Restricted Issuances are to accelerate upon the 
Change in Control shall be determined as follows:

               FIRST, there is to be determined the Issuance Parachute 
     Payment attributable to each Unrestricted Issuance (or installment 
     thereof) which accelerates upon the Change in Control,

               THEN, there is to be determined the Issuance Parachute Payment 
     attributable to each Restricted Issuance (or installment thereof) which 
     is subject to acceleration upon the Change in Control.


                                     3.
<PAGE>

               To the extent the aggregate Issuance Parachute Payment 
calculated for the Unrestricted Issuances does not exceed 2.99 times 
Participant's Actual Average Compensation, then the Restricted Issuances 
shall be accelerated until the Issuance Parachute Payments attributable to 
such Restricted Issuances, when added to the aggregate Issuance Parachute 
Payment attributable to the Unrestricted Issuances, equal 2.99 times 
Participant's Actual Average Compensation.

          C.   If the aggregate Issuance Parachute Payment attributable to 
the Restricted Issuances which would otherwise accelerate upon the Change in 
Control would, when added to the aggregate Issuance Parachute Payment 
attributable to the accelerated Unrestricted Issuances, exceed 2.99 times 
Participant's Actual Average Compensation, then the Restricted Issuances will 
be accelerated in the order of their share spread (the Fair Market Value of 
the unvested Purchased Shares at the time of the Change in Control less the 
stock issuance price payable for those shares), with the Restricted Issuances 
with the highest share spread to be the first to be accelerated, until the 
aggregate Issuance Parachute Payment attributable to the Restricted Issuances 
(or installments thereof) so accelerated equals the difference between (i) 
2.99 times Participant's Actual Average Compensation and (ii) the aggregate 
Issuance Parachute Payment attributable to the Unrestricted Issuances.

          D.   Accordingly, except as otherwise provided under Paragraph F. 
below, neither the Issuance evidenced by this Issuance Agreement nor any 
other Restricted Issuance is to accelerate upon the Change in Control if and 
to the extent the Issuance Parachute Payments attributable to the 
installments thereof which would otherwise accelerate upon such Change in 
Control would, when added to the Issuance Parachute Payments attributable to 
the Unrestricted Issuances which accelerate upon such Change in Control, 
exceed in amount 2.99 times Participant's Actual Average Compensation.

          E.   In the event there is any dispute with Participant as to 
whether one or more payments to which Participant may become entitled in 
connection with the Change in Control constitute Issuance Parachute Payments 
or Other Parachute Payments, such dispute shall be resolved as follows:

              -     In the event temporary, proposed or final Treasury 
     Regulations in effect at the time under Code Section 280G (or applicable 
     judicial decisions) specifically address the status of any such payment 
     or the method of valuation therefor, the characterization afforded to 
     such payment by the Regulations (or such decisions) shall, together with 
     the applicable valuation methodology, be controlling.

              -     In the event the Regulations (or applicable judicial 
     decisions) do not address the status of any payment in dispute, the 
     matter shall be submitted for resolution to independent counsel mutually 
     acceptable to the Corporation and Participant ("Independent Counsel").  
     The resolution reached by Independent 


                                      4.
<PAGE>

     Counsel shall be final and controlling; PROVIDED, however, that if in 
     the judgment of Independent Counsel the status of the payment in dispute 
     can be resolved through the obtainment of a private letter ruling from 
     the Internal Revenue Service, a formal and proper request for such 
     ruling shall be prepared and submitted by Independent Counsel, and the 
     determination made by the Internal Revenue Service in the issued ruling 
     shall be controlling.  All expenses incurred in connection with the 
     retention of Independent Counsel and (if applicable) the preparation and 
     submission of the ruling request shall be shared equally by the 
     Corporation and Participant.

              -     In the event the Regulations (or applicable judicial 
     decisions) do not address the appropriate valuation methodology for any 
     payment in dispute, the value thereof shall, at the Independent 
     Counsel's election, be determined through an independent third-party 
     appraisal, and the expenses incurred in obtaining such appraisal shall 
     be shared equally by the Corporation and Participant.

          F.   Notwithstanding any provision to the contrary set forth in the 
preceding paragraphs, the aggregate Issuance Parachute Payment attributable 
to the Issuances accelerated upon the Change in Control shall not be reduced 
below that amount (if any) which, when added to the Present Value of all the 
Other Parachute Payments to which Participant becomes entitled in connection 
with such Change in Control, would nevertheless qualify as reasonable 
compensation within the standards established under Code Section 280G(b)(4).  

          G.   Participant shall not be entitled to any Severance Payment in 
the event that the aggregate Issuance Parachute Payment attributable to all 
Restricted and Unrestricted Issuances which accelerate upon the Change in 
Control equals or exceeds 2.99 times Participant's Actual Average 
Compensation.

          H.   These guidelines shall in all events be interpreted in such 
manner as shall avoid the imposition of excise taxes under Code Section 4999 
and the disallowance of deductions under Code Section 280G(a) with respect to 
the acceleration of Participant's Restricted Issuances in connection with the 
Change in Control.

          I.   Not withstanding the existence of one or more payments in 
dispute under Paragraph E. above and subject to the terms of the Issuance 
Agreement, Participant shall have the right to direct the sale of Purchased 
Shares under a Restricted Issuance, provided the sale proceeds are 
immediately deposited in escrow.
  
          J.   Once the requisite determinations under Paragraph E. have been 
made, then to the extent the aggregate Issuance Parachute Payment 
attributable to the Restricted Issuances which would otherwise accelerate 
upon the Change in Control would, when added to the aggregate Issuance 
Parachute Payment attributable to the accelerated Unrestricted Issuances, 


                                     5.
<PAGE>

exceed 2.99 times Participant's Actual Average Compensation or other 
applicable limitation under Paragraph F. above, such acceleration shall be 
precluded through the disposition of one or more Restricted Issuances as 
follows: 

               FIRST, any unvested Purchased Shares subject to Restricted 
     Issuances shall immediately be cancelled.  If there is more than one 
     such Restricted Issuance outstanding, then the cancellation of the 
     unvested Purchased Shares subject to Issuances shall occur in the 
     following order: the unvested Purchased Shares subject to the Restricted 
     Issuances with the lowest share spread shall be the first to be 
     cancelled.

               THEN, the sales of unvested Purchased Shares subject to one or 
     more Restricted Issuances (or installments thereof) shall be rescinded 
     (with the Restricted Issuances with the lowest share spread to be the 
     first to be rescinded) by refunding to the Participant the share price 
     paid for the Purchased Shares and returning those shares (plus an cash 
     dividends paid thereon in connection with the Change in Control) to the 
     Corporation.  To the extent the sales of unvested Purchased Shares (or 
     accelerated installments thereof) shall have been sold and the proceeds 
     are held in escrow, the sale proceeds attributable to those shares shall 
     be allocated as follows: first an amount not to exceed the share price 
     paid for such shares shall be refunded to Participant, and then the 
     balance of the proceeds (together with any cash dividends paid on those 
     shares in connection with the Change in Control) shall be returned to 
     the Corporation.

          K.   To the extent any cash proceeds remain in the escrow account 
after the reductions specified in Paragraph J. above have been made, those 
proceeds shall be promptly distributed to Participant. 


                                      6.
<PAGE>

           IN WITNESS WHEREOF, DoubleClick, Inc. has caused this Addendum to 
be executed by its duly-authorized officer, and Participant has executed this 
Addendum, all as of the Effective Date specified below.


                                  DOUBLECLICK, INC.

                                  By ________________________________________

                                  Title _____________________________________


                                  ___________________________________________
                                                  PARTICIPANT



EFFECTIVE DATE: ______________________, 199_


                                      7.

<PAGE>

                                                                   Exhibit 99.8


                                    ADDENDUM
                                       TO
                            STOCK ISSUANCE AGREEMENT


          The following provisions are hereby incorporated into, and are 
hereby made a part of, that certain Stock Issuance Agreement dated 
__________________ (the "Issuance Agreement") by and between DoubleClick, 
Inc. (the "Corporation") and ____________________ ("Participant") evidencing 
the stock issuance on such date to Participant under the terms of the 
Corporation's 1997 Stock Incentive Plan, and such provisions shall be 
effective immediately.  All capitalized terms in this Addendum, to the extent 
not otherwise defined herein, shall have the meanings assigned to them in the 
Issuance Agreement.

                       INVOLUNTARY TERMINATION FOLLOWING A
                                CHANGE IN CONTROL

          1.   To the extent the Repurchase Right is assigned to the 
successor entity (or parent company) in connection with a Change in Control, 
no accelerated vesting of the Purchased Shares shall occur upon such Change 
in Control, and the Repurchase right shall continue to remain in full force 
and effect in accordance with the provisions of the Issuance Agreement.  The 
Participant shall, over Participant's period of Service following the Change 
in Control, continue to vest in the Purchased Shares in one or more 
installments in accordance with the provisions of the Issuance Agreement.  
However, immediately upon an Involuntary Termination of Participant's Service 
within twelve (12) months following the Change in Control, the Repurchase 
Right shall terminate automatically with respect to the Purchased Shares in 
an amount equal to the number of Purchased Shares that would have become 
vested during the twelve (12)-month period following the Involuntary 
Termination in accordance with the Vesting Schedule indicated in the Issuance 
Agreement if the Participant had remained in Service through that date.

          2.   For purposes of this Addendum the following definitions shall 
be in effect:

               (i)  An INVOLUNTARY TERMINATION shall mean the termination     
     of Participant's Service by reason of:

                    (A)  Participant's involuntary dismissal or discharge by 
          the Corporation for reasons other than Misconduct, or

                    (B)  Participant's voluntary resignation following (A) a 
          change in Participant's position with the Corporation (or Parent or 
          Subsidiary employing Participant) which materially reduces 
          Participant's level of responsibility, (B) a reduction in 
          Participant's level of compensation (including base salary, fringe 
          benefits and target bonus under any corporate-performance based 
          bonus or incentive programs) by more 

<PAGE>

          than fifteen percent (15%) or (C) a relocation of Participant's 
          place of employment by more than fifty (50) miles, provided and 
          only if such change, reduction or relocation is effected by the 
          Corporation without Participant's consent.

               (ii) MISCONDUCT shall mean the commission of any act of fraud, 
     embezzlement or dishonesty by the Participant, any unauthorized use or 
     disclosure by such person of confidential information or trade secrets 
     of the Corporation (or any Parent or Subsidiary), or any other 
     intentional misconduct by such person adversely affecting the business 
     or affairs of the Corporation (or any Parent or Subsidiary) in a 
     material manner.  The foregoing definition shall not be deemed to be 
     inclusive of all the acts or omissions which the Corporation (or any 
     Parent or Subsidiary) may consider as grounds for the dismissal or 
     discharge of any Participant in the Service of the Corporation (or any 
     Parent or Subsidiary). 
          
          IN WITNESS WHEREOF, DoubleClick, Inc. has caused this Addendum to 
be executed by its duly-authorized officer as of the Effective Date specified 
below.

                                  DOUBLECLICK, INC.


                                  By: ______________________________________

                                  Title: ___________________________________



EFFECTIVE DATE: ___________________, 199_


                                      2.

<PAGE>

                                                                 Exhibit 99.9


                                                                INITIAL GRANT

                                DOUBLECLICK, INC.
                    NOTICE OF GRANT OF NON-EMPLOYEE DIRECTOR
                             AUTOMATIC STOCK OPTION


          Notice is hereby given of the following option grant (the "Option") 
to purchase shares of the Common Stock of DoubleClick, Inc. (the 
"Corporation"):

          OPTIONEE: __________________________________________________________

          GRANT DATE: ________________________________________________________

          EXERCISE PRICE:  $ _______________________________________ per share

          NUMBER OF OPTION SHARES:  50,000 shares

          EXPIRATION DATE: ___________________________________________________

          TYPE OF OPTION:  Non-Statutory Stock Option

          DATE EXERCISABLE:  Immediately Exercisable

          VESTING SCHEDULE:  The Option Shares shall initially be unvested 
          and subject to repurchase by the Corporation at the Exercise Price 
          paid per share.  Optionee shall acquire a vested interest in, and 
          the Corporation's repurchase right shall accordingly lapse with 
          respect to, the Option Shares in a series of four (4) successive 
          equal annual installments upon Optionee's completion of each year 
          of service as a member of the Corporation's Board of Directors (the 
          "Board") over the four (4)-year period measured from the Grant 
          Date.  In no event shall any additional Option Shares vest after 
          Optionee's cessation of Board service.

          Optionee understands and agrees that the Option is granted subject 
to and in accordance with the terms of the automatic option grant program 
under the DoubleClick, Inc. 1997 Stock Incentive Plan (the "Plan").  Optionee 
further agrees to be bound by the terms of the Plan and the terms of the 
Option as set forth in the Automatic Stock Option Agreement attached hereto 
as Exhibit A.  A copy of the Plan is available upon request made to the 
Corporate Secretary at the Corporation's principal offices.

<PAGE>

          REPURCHASE RIGHT.  OPTIONEE HEREBY AGREES THAT ALL UNVESTED OPTION 
SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL NOT BE TRANSFERABLE AND 
SHALL BE SUBJECT TO REPURCHASE BY THE CORPORATION, AT THE EXERCISE PRICE PAID 
PER SHARE, UPON OPTIONEE'S TERMINATION OF SERVICE AS A MEMBER OF THE 
CORPORATION'S BOARD OF DIRECTORS PRIOR TO VESTING IN THOSE SHARES.  THE TERMS 
AND CONDITIONS OF SUCH REPURCHASE RIGHT SHALL BE SPECIFIED IN A STOCK 
PURCHASE AGREEMENT, IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION, 
EXECUTED BY OPTIONEE AT THE TIME OF THE OPTION EXERCISE.

          NO IMPAIRMENT OF RIGHTS.  Nothing in this Notice or in the attached 
Automatic Stock Option Agreement or the Plan shall interfere with or 
otherwise restrict in any way the rights of the Corporation or the 
Corporation's stockholders to remove Optionee from the Board at any time in 
accordance with the provisions of applicable law.

          DEFINITIONS.  All capitalized terms in this Notice shall have the 
meaning assigned to them in this Notice or in the attached Automatic Stock 
Option Agreement.

DATED: __________________, 199_


                                  DOUBLECLICK, INC.


                                  By: ______________________________________

                                  Title: ___________________________________


                                         ___________________________________
                                                     OPTIONEE

                                  Address: _________________________________

                                           _________________________________


ATTACHMENTS
EXHIBIT A - AUTOMATIC STOCK OPTION AGREEMENT


                                      2.
<PAGE>

                                   EXHIBIT A

                        AUTOMATIC STOCK OPTION AGREEMENT

<PAGE>

                                                                  Exhibit 99.10


                                                                   ANNUAL GRANT

                              DOUBLECLICK, INC.
                  NOTICE OF GRANT OF NON-EMPLOYEE DIRECTOR
                           AUTOMATIC STOCK OPTION


          Notice is hereby given of the following option grant (the "Option") 
to purchase shares of the Common Stock of DoubleClick, Inc. (the 
"Corporation"):

          OPTIONEE: __________________________________________________________

          GRANT DATE: ________________________________________________________

          EXERCISE PRICE:  $ _______________________________________ per share

          NUMBER OF OPTION SHARES:  10,000 shares

          EXPIRATION DATE: ___________________________________________________

          TYPE OF OPTION:  Non-Statutory Stock Option

          DATE EXERCISABLE:  Immediately Exercisable

          VESTING SCHEDULE:  The Option Shares shall initially be unvested 
          and subject to repurchase by the Corporation at the Exercise Price 
          paid per share.  Optionee shall acquire a vested interest in, and 
          the Corporation's repurchase right shall accordingly lapse with 
          respect to, the Option Shares upon the Optionee's completion of one 
          year of service as a member of the Corporation's Board of Directors 
          (the "Board") measured from the Grant Date.  In no event shall any 
          additional Option Shares vest after Optionee's cessation of Board 
          service. 

          Optionee understands and agrees that the Option is granted subject 
to and in accordance with the terms of the automatic option grant program 
under the DoubleClick, Inc. 1997 Stock Incentive Plan (the "Plan").  Optionee 
further agrees to be bound by the terms of the Plan and the terms of the 
Option as set forth in the Automatic Stock Option Agreement attached hereto 
as Exhibit A.  A copy of the Plan is available upon request made to the 
Corporate Secretary at the Corporation's principal offices.

<PAGE>

          REPURCHASE RIGHT.  OPTIONEE HEREBY AGREES THAT ALL UNVESTED OPTION 
SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL NOT BE TRANSFERABLE AND 
SHALL BE SUBJECT TO REPURCHASE BY THE CORPORATION, AT THE EXERCISE PRICE PAID 
PER SHARE, UPON OPTIONEE'S TERMINATION OF SERVICE AS A MEMBER OF THE 
CORPORATION'S BOARD OF DIRECTORS PRIOR TO VESTING IN THOSE SHARES.  THE TERMS 
AND CONDITIONS OF SUCH REPURCHASE RIGHT SHALL BE SPECIFIED IN A STOCK 
PURCHASE AGREEMENT, IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION, 
EXECUTED BY OPTIONEE AT THE TIME OF THE OPTION EXERCISE.

          NO IMPAIRMENT OF RIGHTS.  Nothing in this Notice or in the attached 
Automatic Stock Option Agreement or the Plan shall interfere with or 
otherwise restrict in any way the rights of the Corporation or the 
Corporation's stockholders to remove Optionee from the Board at any time in 
accordance with the provisions of applicable law.

          DEFINITIONS.  All capitalized terms in this Notice shall have the 
meaning assigned to them in this Notice or in the attached Automatic Stock 
Option Agreement.

DATED: ______________________, 199_


                                  DOUBLECLICK, INC.


                                  By: ______________________________________

                                  Title: ___________________________________


                                         ___________________________________
                                                      OPTIONEE

                                  Address: _________________________________

                                           _________________________________


ATTACHMENTS
EXHIBIT A - AUTOMATIC STOCK OPTION AGREEMENT


                                      2.
<PAGE>

                                   EXHIBIT A

                        AUTOMATIC STOCK OPTION AGREEMENT

<PAGE>

                                DOUBLECLICK, INC.
                        AUTOMATIC STOCK OPTION AGREEMENT
                        --------------------------------

RECITALS
- --------

     A.   DoubleClick, Inc. has implemented an automatic option grant program 
under the Corporation's 1997 Stock Incentive Plan pursuant to which eligible 
non-employee members of the Corporation's Board will automatically receive 
special option grants at designated intervals over their period of Board 
service in order to provide such individuals with a meaningful incentive to 
continue to serve as a member of the Board. 

     B.   Optionee is an eligible non-employee Board member, and this 
Agreement is executed pursuant to, and is intended to carry out the purposes 
of, the Plan in connection with the automatic grant of a stock option to 
purchase shares of the Corporation's Common Stock under the Plan.

     C.   The granted option is intended to be a non-statutory option which 
does NOT meet the requirements of Section 422 of the Internal Revenue Code.

     D.   All capitalized terms in this Agreement, to the extent not 
otherwise defined in the Agreement, shall have the meaning assigned to them 
in the attached Appendix.

          NOW, THEREFORE, it is hereby agreed as follows:

          1.   GRANT OF OPTION.  The Corporation hereby grants to Optionee, 
as of the Grant Date, a Non-Statutory Option to purchase up to the number of 
Option Shares specified in the Grant Notice.  The Option Shares shall be 
purchasable from time to time during the option term specified in Paragraph 2 
at the Exercise Price.

          2.   OPTION TERM.  This option shall have a maximum term of ten 
(10) years measured from the Grant Date and shall accordingly expire at the 
close of business on the Expiration Date, unless sooner terminated in 
accordance with Paragraph 5 or 6.

          3.   LIMITED TRANSFERABILITY.  This option may, in connection with 
the Optionee's estate plan, be assigned in whole or in part during Optionee's 
lifetime to one or more members of the Optionee's immediate family or to a 
trust established for the exclusive benefit of one or more such family 
members. The assigned portion shall be exercisable only by the person or 
persons who acquire a proprietary interest in the option pursuant to such 
assignment. The terms applicable to the assigned portion shall be the same as 
those in effect for this option immediately prior to such assignment and 
shall be set forth in such documents issued to the assignee as the 
Corporation may deem appropriate. Should the Optionee die while holding this 
option, then this option shall be transferred in accordance with Optionee's 
will or the laws of descent and distribution. 

<PAGE>
          4.   EXERCISABILITY/VESTING.

               (a)  This option shall be immediately exercisable for any or 
all of the Option Shares, whether or not the Option Shares are vested in 
accordance with the Vesting Schedule set forth in the Grant Notice, and shall 
remain so exercisable until the Expiration Date or the sooner termination of 
the option term under Paragraph 5 or 6.

               (b)  Optionee shall, in accordance with the Vesting Schedule 
set forth in the Grant Notice, vest in the Option Shares in a series of 
installments over his or her period of Board service.  Vesting in the Option 
Shares may be accelerated pursuant to the provisions of Paragraph 5 or 6.  In 
no event, however, shall any additional Option Shares vest following 
Optionee's cessation of service as a Board member.

          5.   CESSATION OF BOARD SERVICE.  Should Optionee's service as a 
Board member cease while this option remains outstanding, then the option 
term specified in Paragraph 2 shall terminate (and this option shall cease to 
be outstanding) prior to the Expiration Date in accordance with the following 
provisions: 

                 (i)     Should Optionee cease to serve as a Board member for
     any reason (other than death or Permanent Disability) while holding this
     option, then the period for exercising this option shall be reduced to a
     twelve (12)-month period commencing with the date of such cessation of
     Board service, but in no event shall this option be exercisable at any time
     after the Expiration Date.  During such limited period of exercisability,
     this option may not be exercised in the aggregate for more than the number
     of Option Shares (if any) in which Optionee is vested on the date of his or
     her cessation of Board service.  Upon the EARLIER of (i) the expiration of
     such twelve (12)-month period or (ii) the specified Expiration Date, the
     option shall terminate and cease to be exercisable with respect to any
     vested Option Shares for which the option has not been exercised.     

                (ii)     Should Optionee die during the twelve (12)-month period
     following his or her cessation of Board service, then the personal
     representative of Optionee's estate or the person or persons to whom the
     option is transferred pursuant to Optionee's will or in accordance with the
     laws of descent and distribution shall have the right to exercise this
     option for any or all of the Option Shares in which Optionee is vested at
     the time of Optionee's cessation of Board service (less any Option Shares
     purchased by Optionee after such cessation of Board service but prior to
     death).  Such right of exercise shall terminate, and this option shall
     accordingly cease to be exercisable for those vested Option Shares, upon
     the EARLIER of (i) the expiration of the twelve (12)-month period measured
     from the date of Optionee's cessation of Board service or (ii) the
     specified Expiration Date of the option term. 


                                      2.
<PAGE>
               (iii)     Should Optionee cease service as a Board member by
     reason of death or Permanent Disability, then all Option Shares at the time
     subject to this option but not otherwise vested shall immediately vest in
     full so that Optionee (or the personal representative of Optionee's estate
     or the person or persons to whom the option is transferred upon Optionee's
     death) shall have the right to exercise this option for any or all of the
     Option Shares as fully-vested shares of Common Stock at any time prior to
     the EARLIER of (i) the expiration of the twelve (12)-month period measured
     from the date of Optionee's cessation of Board service or (ii) the
     specified Expiration Date. 

                (iv)     Upon Optionee's cessation of Board service for any
     reason other than death or Permanent Disability, this option shall
     immediately terminate and cease to be outstanding with respect to any and
     all Option Shares in which Optionee is not otherwise at that time vested in
     accordance with the normal Vesting Schedule set forth in the Grant Notice
     or the special vesting acceleration provisions of Paragraph 6 below.

          6.   CHANGE IN CONTROL.

               (a)  In the event of a Change in Control, all Option Shares at 
the time subject to this option but not otherwise vested shall automatically 
vest so that this option shall, immediately prior to the specified effective 
date for the Change in Control, become fully exercisable for all of the 
Option Shares at the time subject to this option and may be exercised for all 
or any portion of such shares as fully-vested shares of Common Stock.  
Immediately following the consummation of the Change in Control, this option 
shall terminate and cease to be outstanding, except to the extent assumed by 
the successor corporation or its parent company.

               (b)  If this option is assumed in connection with a Change in 
Control, then this option shall be appropriately adjusted, immediately after 
such Change in Control, to apply to the number and class of securities which 
would have been issuable to Optionee in consummation of such Change in 
Control had the option been exercised immediately prior to such Change in 
Control, and appropriate adjustments shall also be made to the Exercise 
Price, PROVIDED the aggregate Exercise Price shall remain the same.

          7.   ADJUSTMENT IN OPTION SHARES.  Should any change be made to the 
Common Stock by reason of any stock split, stock dividend, recapitalization, 
combination of shares, exchange of shares or other change affecting the 
outstanding Common Stock as a class without the Corporation's receipt of 
consideration, appropriate adjustments shall be made to (i) the number and/or 
class of securities subject to this option and (ii) the Exercise Price in 
order to reflect such change and thereby preclude a dilution or enlargement 
of benefits hereunder; provided, however, that the aggregate Exercise Price 
shall remain the same.

          8.   STOCKHOLDER RIGHTS.  The holder of this option shall not have 
any stockholder rights with respect to the Option Shares until such person 
shall have exercised the option, paid the Exercise Price and become a holder 
of record of the purchased shares.


                                      3.
<PAGE>
          9.   MANNER OF EXERCISING OPTION.

               (a)  In order to exercise this option for all or any part of 
the Option Shares for which the option is at the time exercisable, Optionee 
or, in the case of exercise after Optionee's death, Optionee's executor, 
administrator, heir or legatee, as the case may be, must take the following 
actions:

                      (i)     To the extent the option is exercised for
     vested Option Shares, the Secretary of the Corporation shall be
     provided with written notice of the option exercise (the "Exercise
     Notice") in substantially the form of Exhibit I attached hereto, in
     which there is specified the number of vested Option Shares to be
     purchased under the exercised option.  To the extent that the option
     is exercised for one or more unvested Option Shares, Optionee (or
     other person exercising the option) shall deliver to the Secretary of
     the Corporation a Purchase Agreement for those unvested Option Shares.

                     (ii)     The Exercise Price for the purchased shares
     shall be paid in one or more of the following alternative forms:

                         (A)  cash or check made payable to the
          Corporation's order; or

                         (B)  shares of Common Stock held by Optionee (or
          any other person or persons exercising the option) for the
          requisite period necessary to avoid a charge to the Corporation's
          earnings for financial reporting purposes and valued at Fair
          Market Value on the Exercise Date; or 

                         (C)  to the extent the option is exercised for
          vested Option Shares, through a special sale and remittance
          procedure pursuant to which Optionee shall provide irrevocable
          written instructions (A) to a Corporation-designated brokerage
          firm to effect the immediate sale of the vested shares purchased
          under the option and remit to the Corporation, out of the sale
          proceeds available on the settlement date, sufficient funds to
          cover the aggregate Exercise Price payable for those shares plus
          the applicable Federal, state and local income taxes required to
          be withheld by the Corporation by reason of such exercise and 
          (B) to the Corporation to deliver the certificates for the 
          purchased shares directly to such brokerage firm in order to 
          complete the sale. 

                    (iii)     Appropriate documentation evidencing the
     right to exercise this option shall be furnished the Corporation if
     the person or persons exercising the option is other than Optionee.


                                      4.
<PAGE>
                     (iv)     Appropriate arrangement must be made with the
     Corporation for the satisfaction of all Federal, state and local
     income tax withholding requirements applicable to the option exercise.

               (b)  Except to the extent the sale and remittance procedure 
specified above is utilized in connection with the exercise of the option for 
vested Option Shares, payment of the Exercise Price for the purchased shares 
must accompany the Exercise Notice or Purchase Agreement delivered to the 
Corporation in connection with the option exercise.

               (c)  As soon as practical after the Exercise Date, the 
Corporation shall issue to or on behalf of Optionee (or any other person or 
persons exercising this option) a certificate or certificates representing 
the purchased Option Shares.  To the extent any such Option Shares are 
unvested, the certificates for those Option Shares shall be endorsed with an 
appropriate legend evidencing the Corporation's repurchase rights and may be 
held in escrow with the Corporation until such shares vest.

               (d)  In no event may this option be exercised for fractional 
shares.

          10.  NO IMPAIRMENT OF RIGHTS.  This Agreement shall not in any way 
affect the right of the Corporation to adjust, reclassify, reorganize or 
otherwise make changes in its capital or business structure or to merge, 
consolidate, dissolve, liquidate or sell or transfer all or any part of its 
business or assets.  Nor shall this Agreement in any way be construed or 
interpreted so as to affect adversely or otherwise impair the right of the 
Corporation or the stockholders to remove Optionee from the Board at any time 
in accordance with the provisions of applicable law.

          11.  COMPLIANCE WITH LAWS AND REGULATIONS.  

               (a)  The exercise of this option and the issuance of the 
Option Shares upon such exercise shall be subject to compliance by the 
Corporation and Optionee with all applicable requirements of law relating 
thereto and with all applicable regulations of any stock exchange (or the 
Nasdaq National Market, if applicable) on which the Common Stock may be 
listed for trading at the time of such exercise and issuance.

               (b)  The inability of the Corporation to obtain approval from 
any regulatory body having authority deemed by the Corporation to be 
necessary to the lawful issuance and sale of any Common Stock pursuant to 
this option shall relieve the Corporation of any liability with respect to 
the non-issuance or sale of the Common Stock as to which such approval shall 
not have been obtained. However, the Corporation shall use its best efforts 
to obtain all such applicable approvals.


                                      5.
<PAGE>

          12.  SUCCESSORS AND ASSIGNS.  Except to the extent otherwise 
provided in Paragraph 3 or 6, the provisions of this Agreement shall inure to 
the benefit of, and be binding upon, the Corporation and its successors and 
assigns and Optionee, Optionee's assigns and the legal representatives, heirs 
and legatees of Optionee's estate.

          13.  CONSTRUCTION/GOVERNING LAW.  This Agreement and the option 
evidenced hereby are made and granted pursuant to the automatic option grant 
program in effect under the Plan and are in all respects limited by and 
subject to the express terms and provisions of that program.  The 
interpretation, performance, and enforcement of this Agreement shall be 
governed by the laws of the State of New York without resort to that State's 
conflict-of-laws rules.

          14.  NOTICES.  Any notice required to be given or delivered to the 
Corporation under the terms of this Agreement shall be in writing and 
addressed to the Corporation at its principal corporate offices.  Any notice 
required to be given or delivered to Optionee shall be in writing and 
addressed to Optionee at the address indicated below Optionee's signature 
line on the Grant Notice. All notices shall be deemed effective upon personal 
delivery or upon deposit in the U.S. mail, postage prepaid and properly 
addressed to the party to be notified. 


                                      6.
<PAGE>
                                    EXHIBIT I

                               NOTICE OF EXERCISE
                                        

          I hereby notify DoubleClick, Inc. (the "Corporation") that I elect 
to purchase _______ shares of the Corporation's Common Stock (the "Purchased 
Shares") at the option exercise price of $ _______ per share (the "Exercise 
Price") pursuant to that certain option (the "Option") granted to me pursuant 
to the automatic option grant program under the Corporation's 1997 Stock 
Incentive Plan on ______________________ , 199__ .

          Concurrently with the delivery of this Exercise Notice to the
Secretary of the Corporation, I shall hereby pay to the Corporation the Exercise
Price for the Purchased Shares in accordance with the provisions of my agreement
with the Corporation evidencing the Option and shall deliver whatever additional
documents may be required by such agreement as a condition for exercise. 
Alternatively, I may utilize the special broker/dealer sale and remittance
procedure specified in my agreement to effect payment of the Exercise Price for
any Purchased Shares in which I am vested at the time of exercise.


_________________________ , 199__
Date

                              ____________________________________________
                              Optionee

                              Address: ___________________________________

                              ____________________________________________

Print name in exact manner
it is to appear on the 
stock certificate:            ____________________________________________

Address to which certificate
is to be sent, if different
from address above:           ____________________________________________

                              ____________________________________________

                              ____________________________________________

Social Security Number:       ____________________________________________


<PAGE>
                                    APPENDIX
                                    --------

     The following definitions shall be in effect under the Agreement:

     A.   AGREEMENT shall mean this Automatic Stock Option Agreement.

     B.   BOARD shall mean the Corporation's Board of Directors.

     C.   CHANGE IN CONTROL shall mean any of the following transactions:

               (i)       a merger or consolidation approved by the
     Corporation's stockholders in which securities possessing more than
     fifty percent (50%) of the total combined voting power of the
     Corporation's outstanding securities are transferred to a person or
     persons different from the persons holding those securities
     immediately prior to such transaction, 

              (ii)       any stockholder-approved sale, transfer or other
     disposition of all or substantially all of the Corporation's assets
     in complete liquidation or dissolution of the Corporation, or

             (iii)       the acquisition, directly or indirectly by any person
     or related group of persons (other than the Corporation or a person that
     directly or indirectly controls, is controlled by, or is under common
     control with, the Corporation), of beneficial ownership (within the
     meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended)
     of securities possessing more than fifty percent (50%) of the total
     combined voting power of the Corporation's outstanding securities pursuant
     to a tender or exchange offer made directly to the Corporation's
     stockholders.

     D.   CODE shall mean the Internal Revenue Code of 1986, as amended.

     E.   COMMON STOCK shall mean the Corporation's common stock.

     F.   CORPORATION shall mean DoubleClick, Inc., a Delaware corporation.

     G.   EXERCISE DATE shall mean the date on which the option shall have been
exercised in accordance with Paragraph 9 of the Agreement.

     H.   EXERCISE PRICE shall mean the exercise price payable per share as
specified in the Grant Notice.

     I.   EXPIRATION DATE shall mean the date on which the option term expires
as specified in the Grant Notice.


                                     A-1.
<PAGE>

     J.   FAIR MARKET VALUE per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:

               (i)       If the Common Stock is at the time traded on the 
     Nasdaq National Market, then the Fair Market Value shall be the closing
     selling price per share of Common Stock on the date in question, as the 
     price is reported by the National Association of Securities Dealers on 
     the Nasdaq National Market or any successor system.  If there is no 
     closing selling price for the Common Stock on the date in question, 
     then the Fair Market Value shall be the closing selling price on the 
     last preceding date for which such quotation exists.

              (ii)       If the Common Stock is at the time listed on any 
     Stock Exchange, then the Fair Market Value shall be the closing selling
     price per share of Common Stock on the date in question on the Stock
     Exchange determined by the Plan Administrator to be the primary
     market for the Common Stock, as such price is officially quoted in
     the composite tape of transactions on such exchange.  If there is no
     closing selling price for the Common Stock on the date in question,
     then the Fair Market Value shall be the closing selling price on the
     last preceding date for which such quotation exists.

     K.   GRANT DATE shall mean the date of grant of the option as specified in
the Grant Notice.

     L.   GRANT NOTICE shall mean the Notice of Grant of Automatic Stock Option
accompanying this Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.

     M.   1934 ACT shall mean the Securities Exchange Act of 1934, as amended.

     N.   NON-STATUTORY OPTION shall mean an option not intended to satisfy the
requirements of Code Section 422.

     O.   OPTION SHARES shall mean the number of shares of Common Stock subject
to the option.

     P.   OPTIONEE shall mean the person to whom the option is granted as
specified in the Grant Notice.

     Q.   PERMANENT DISABILITY shall mean the inability of Optionee to perform
his or her usual duties as a Board member by reason of any medically
determinable physical or mental impairment which is expected to result in death
or has lasted or can be expected to last for a continuous period of twelve (12)
months or more.


                                     A-2.
<PAGE>

     R.   PLAN shall mean Corporation's 1997 Stock Incentive Plan.

     S.   PURCHASE AGREEMENT shall mean the stock purchase agreement (in form
and substance satisfactory to the Corporation) which must be executed at the
time the option is exercised for unvested Option Shares and which will
accordingly (i) grant the Corporation the right to repurchase, at the Exercise
Price, any and all of those Option Shares in which Optionee is not otherwise
vested at the time of his or her cessation of service as a Board member and 
(ii) preclude the sale, transfer or other disposition of any of the Option 
Shares purchased under such agreement while those Option Shares remain subject
to the repurchase right.

     T.   STOCK EXCHANGE shall mean the American Stock Exchange or the New York
Stock Exchange.

     U.   VESTING SCHEDULE shall mean the vesting schedule specified in the
Grant Notice, pursuant to which Optionee will vest in the Option Shares in one
or more installments over his or her period of Board service, subject to
acceleration in accordance with the provisions of the Agreement.


                                     A-3.


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