Filed by Be Free, Inc. pursuant to Rule 425
                                     under the Securities Act of 1933 and deemed
                                     filed pursuant to Rule 14a-12 of the
                                     Securities Exchange Act of 1934.

                                     Subject Company: Be Free, Inc.

                                     Commission File No. 000-27271

The merger agreement for ValueClick, Inc.'s acquisition of Be Free, Inc. was
filed by Be Free, Inc. under cover of Form 8-K today and is incorporated by
reference into this filing.

           IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

     ValueClick plans to file with the SEC a Registration Statement on Form S-4
in connection with the transaction, and ValueClick and Be Free plan to file with
the SEC and mail to their respective stockholders a Joint Proxy
Statement/Prospectus in connection with the transaction. The Registration
Statement and the Joint Proxy Statement/Prospectus will contain important
information about ValueClick, Be Free, the transaction and related matters.
Investors and security holders are urged to read the Registration Statement and
the Joint Proxy Statement/Prospectus carefully when they are available.

     ValueClick and Be Free, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies from
ValueClick's or Be Free's stockholders in connection with the transaction. A
list of the names of ValueClick's directors and executive officers and
descriptions of their interests in ValueClick is contained in ValueClick's proxy
statement dated September 27, 2001, which documents are filed with the SEC. A
list of the names of Be Free's directors and executive officers and descriptions
of their interests in Be Free is contained in Be Free's proxy statement dated
April 9, 2001, and its Annual Report on Form 10-K for the year ended December
31, 2000, which documents are filed with the SEC. Investors and security holders
of ValueClick and Be Free may obtain additional information regarding the
interests of the foregoing people by reading the Registration Statement and the
Joint Proxy Statement/Prospectus when it becomes available.

     In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, ValueClick and Be Free file annual, quarterly and special
reports, proxy statements and other information with the SEC. You may read and
copy any reports, statements and other information filed by ValueClick and Be
Free at the SEC public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 800-SEC-0330 for further information about
the public reference room. Investors and security holders will be able to obtain
free copies of these documents through the web site maintained by the U.S.
Securities and Exchange Commission at www.sec.gov. Investors and security
holders will be able to obtain free copies of these documents filed with the SEC
by ValueClick and Be Free through the web site maintained by the SEC at
www.sec.gov. In addition, investors and security holders will be able to obtain
free copies of the Registration Statement and Joint Proxy Statement/Prospectus
from ValueClick or Be Free by contacting the Investor Relations department at
either company.