EXHIBIT A

EXHIBIT 10.40

March 1, 2007

Personal and Confidential

Matt Ehrlichman

17801 23rd Ave SE

Bothell,WA 98012

Phone: 206 ###-###-####

email: ***@***

Dear Matt:

On behalf of The Active Network, Inc., a Delaware corporation (the “Company”), I am pleased to offer to you (“you” or “Employee”) the position of Vice President of Strategy of the Company. This offer is also contingent upon the documentation of your U.S. citizenship or authorized alien work status and returning a signed copy of this letter agreement (“Agreement”) indicating your acceptance as well as an Employee Proprietary Information and Inventions Agreement and a Release and Waiver Agreement. The terms of your employment relationship with the Company will be as set forth below:

On at least an annual basis, the Company may consider the possibility of granting further stock and/or stock options to you, based on your performance.

For purposes of section 3, “good reason” for resignation means and is limited to the occurrence without cause and without your consent of a material reduction in your title, a material reduction in the overall character or level of your job responsibilities (it being understood that changes in job responsibilities naturally incident to Active’s acquisition of Thriva are not intended to trigger this provision), a reduction in your salary, Company’s failure to provide compensation or benefits owed to you within 45 days written notice from you to Company describing such failure, or Company requiring you to be based anywhere other than the greater Seattle area, except for reasonable travel on Company’s business.

Again, let me indicate how pleased we are to extend this offer, and how much we look forward to working with you. Please indicate your acceptance by signing and returning the enclosed copy of this letter.

EXHIBIT A

The current intentions of Company are that Thriva and its current employees will remain in Bothell, Washington at the discretion of the Thriva Management Team.

You will become a part of the Company’s current management team and will be involved in strategic decision-making. The current intentions of the Company are that, subject to the general oversight and discretion of the Company, the Thriva Management will continue to run and operate the camps and education business market segments of Thriva and, in general, lead decisions about hiring and firing related to the current Thriva employees, and maintain the current culture of Thriva.

EXHIBIT B

Vacation days earned prior to close date of The Active Network, Inc acquisition of Thriva LLC.

By signing below, I acknowledge that the foregoing information contained in this Exhibit B is accurate, including, without limitation, my earned vacation total and date of hire.

BY SIGNING BELOW THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT THE FOREGOING IS ACCURATE AS OF MARCH 2, 2007.

Amendment to Employment Offer Letter

The Active Network, Inc. (“Company”) and Matthew Ehrlichman (“Ehrlichman”) hereby acknowledge and agree that the employment offer letter agreement (the “Letter Agreement”) between Company and Ehrlichman dated March 1, 2007 shall be amended so that the following sentence is added to the end of Section 3 of the Letter Agreement:

“The 200,000 shares of fully-vested common stock described in the second sentence of this Section 3 shall be deemed to be part of the purchase price paid by Company in connection with its acquisition of Thriva, LLC pursuant to the Unit and Stock Purchase Agreement entered into among the Company and the signatories thereto dated on or about the date hereof.”

Acknowledged and Agreed by: