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                                                                   Exhibit 10.18

                                LENDINGTREE, INC.
                            MANAGEMENT INCENTIVE PLAN

1.       Purposes.

                  The purposes of the LendingTree, Inc. Management Incentive
Plan are to reinforce corporate, organizational and business-development goals;
to promote the achievement of year-to-year and long-range financial and other
business objectives; and to reward the performance of individual officers and
other key employees in fulfilling their personal responsibilities for long-range
achievements.

2.       Definitions.

                  The following terms, as used herein, shall have the following
meanings:

         (a)      "Annual Base Salary" shall mean the base salary paid to a
                  Participant during any Performance Period.

         (b)      "Award" shall mean an annual incentive compensation award,
                  granted pursuant to the Plan, which is contingent upon the
                  attainment of Performance Goals with respect to a Performance
                  Period.

         (c)      "Award Agreement" shall mean any written agreement, contract,
                  or other instrument or document between the Company and a
                  Participant evidencing an Award.

         (d)      "Board" shall mean the Board of Directors of the Company.

         (e)      "Change in Control" shall mean (i) the acquisition by any
                  Person of shares of the Company's stock representing more than
                  50.0% of the total voting power of the Company; (ii) the
                  following individuals cease for any reason to constitute a
                  majority of the number of directors then serving: individuals
                  who, on the date hereof, constitute the Board and any new
                  director (other than a director whose initial assumption of
                  office is in connection with an actual or threatened election
                  contest, including but not limited to a consent solicitation,
                  relating to the election of directors of the Company)
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                  whose appointment or election by the Board or nomination for
                  election by the Company's stockholders was approved or
                  recommended by a vote of at least two-thirds (2/3) of the
                  directors then still in office who either were directors on
                  the date hereof or whose appointment, election or nomination
                  for election was previously so approved or recommended; (iii)
                  any merger, share exchange, consolidation or other
                  reorganization or business combination in which the Company is
                  not the surviving or continuing corporation or in which the
                  Company's stockholders do not control greater than 50.0% of
                  the voting power of the surviving or continuing corporation,
                  or in which the Company's stockholders become entitled to
                  receive cash, securities of the Company other than voting
                  common stock, or securities of another issuer; or (v) the
                  stockholders of the Company approve a plan of complete
                  liquidation or dissolution of the Company or there is
                  consummated an agreement for the sale or disposition by the
                  Company of all or substantially all of the Company's assets,
                  other than a sale or disposition by the Company of all or
                  substantially all of the Company's assets to an entity, at
                  least 50.0% of the combined voting power of the voting
                  securities of which are owned by stockholders of the Company
                  in substantially the same proportions as their ownership of
                  the Company immediately prior to such sale.

         (f)      "Code" shall mean the Internal Revenue Code of 1986, as
                  amended.

         (g)      "Committee" shall mean the Compensation Committee of the
                  Board.

         (h)      "Company" shall mean LendingTree, Inc. and its successors.

         (i)      "Covered Employee" shall have the meaning set forth in Section
                  162(m)(3) of the Code.

         (j)      "Exchange Act" shall mean the Securities Exchange Act of 1934,
                  as amended.

         (k)      "Executive Officer" shall mean those employees of the Company
                  who are its executive officers for purposes of Section 16 of
                  the Exchange Act.

         (l)      "Participant" shall mean an officer or other key employee of
                  the Company who is, pursuant to Section 4 of the Plan,
                  selected to participate herein.


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         (m)      "Performance Goals" shall mean performance goals determined by
                  the Committee in its sole discretion. Such goals may be based
                  on one or more or none of the following criteria: (i) pre-tax
                  income or after-tax income, (ii) operating profit, (iii)
                  return on equity, assets, capital or investment, (iv) earnings
                  or book value per share, (v) sales or revenues, (vi) operating
                  expenses, (vii) Common Stock price appreciation; (viii)
                  implementation or completion of critical projects or
                  processes; (ix) increase in the volume of qualification forms
                  completed or submitted, which goals may be expressed in terms
                  of absolute numbers and/or as a percentage increase; (x)
                  comparison of actual performance during a performance period
                  against budget for such period; (xi) increase in the number of
                  loans closed, which increase may be measured by type(s) of
                  loan or in the aggregate; (xii) growth of revenue, which
                  growth may be expressed in terms of absolute numbers and/or as
                  a percentage increase; or (xiii) reductions in expenses, which
                  reductions may be expressed in terms of absolute numbers
                  and/or as a percentage decrease; provided that with respect to
                  clauses (xi) through (xiii), such achievement may be measured
                  against budget for the same period. Where applicable, the
                  Performance Goals may be expressed in terms of attaining a
                  specified level of the particular criteria or the attainment
                  of a percentage increase or decrease in the particular
                  criteria, and may be applied to one or more of the Company, a
                  Subsidiary or Affiliate, or a division or strategic business
                  unit of the Company, or may be applied to the performance of
                  the Company relative to a market index, a group of other
                  companies or a combination thereof, all as determined by the
                  Committee. The Performance Goals may include a threshold level
                  of performance below which no vesting will occur, levels of
                  performance at which specified vesting will occur, and a
                  maximum level of performance at which full vesting will occur.
                  Each of the foregoing Performance Goals shall be determined in
                  accordance with generally accepted accounting principles and
                  shall be subject to certification by the Committee; provided
                  that the Committee shall have the authority to make equitable
                  adjustments to the Performance Goals in recognition of unusual
                  or non-recurring events affecting the Company or any
                  Subsidiary or Affiliate or the financial statements of the
                  Company or any Subsidiary or Affiliate in response to changes
                  in applicable laws or regulations, or to account for items of
                  gain, loss or expense determined to be extraordinary or
                  unusual in nature or infrequent in occurrence or related to
                  the disposal of a segment of a business or related to a change
                  in accounting principles.



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         (n)      "Performance Period" shall mean the Company's fiscal year.

         (o)      "Person" shall have the meaning given in Section 3(a)(9) of
                  the Exchange Act, as modified and used in Sections 13(d) and
                  14(d) thereof, except that such term shall not include (i) the
                  Company or any of its subsidiaries, (ii) a trustee or other
                  fiduciary holding securities under an employee benefit plan of
                  the Company or any of its affiliates, (iii) an underwriter
                  temporarily holding securities pursuant to an offering of
                  such securities, or (iv) a corporation owned, directly or
                  indirectly, by the stockholders of the Company in
                  substantially the same proportions as their ownership of stock
                  of the Company.

         (p)      "Plan" shall mean the LearningTree, Inc. Management Incentive
                  Plan.

         (q)      "Stock" shall mean shares of common stock, par value $.01 per
                  share, of the Company.

3.       Administration.

                  The Plan shall be administered by the Committee. The Committee
shall have the authority in its sole discretion, subject to and not inconsistent
with the express provisions of the Plan, to administer the Plan and to exercise
all the powers and authorities either specifically granted to it under the Plan
or necessary or advisable in the administration of the Plan, including, without
limitation, the authority to grant Awards; to determine the persons to whom and
the time or times at which Awards shall be granted; to determine the terms,
conditions, restrictions and performance criteria, including Performance Goals,
relating to any Award; to determine whether, to what extent, and under what
circumstances an Award may be settled, cancelled, forfeited, or surrendered; to
make adjustments in the Performance Goals in recognition of unusual or
non-recurring events affecting the Company or the financial statements of the
Company, or in response to changes in applicable laws, regulations, or
accounting principles; to construe and interpret the Plan and any Award; to
prescribe, amend and rescind rules and regulations relating to the Plan; to
determine the terms and provisions of Award Agreements; and to make all other
determinations deemed necessary or advisable for the administration of the Plan.

                  The Committee shall consist of two or more persons, each of
whom shall be an "outside director" within the meaning of Section 162(m) of the
Code. The Committee may appoint a chairperson and a secretary and may make such
rules and regulations for the conduct of its business as it shall deem
advisable, and shall keep minutes of

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its meetings. All determinations of the Committee shall be made by a majority of
its members either present in person or participating by conference telephone at
a meeting or by written consent. The Committee may delegate to one or more of
its members or to one or more agents such administrative duties as it may deem
advisable, and the Committee or any person to whom it has delegated duties as
aforesaid may employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Plan. All
decisions, determinations and interpretations of the Committee shall be final
and binding on all persons, including the Company, the Participant (or any
person claiming any rights under the Plan from or through any Participant) and
any shareholder.

                  No member of the Board or the Committee shall be liable for
any action taken or determination made in good faith with respect to the Plan or
any Award granted hereunder.

4.       Eligibility.

                  Awards may be granted to officers and other key employees of
the Company selected by the Committee in its sole discretion. Subject to Section
5(b) below, in determining the persons to whom Awards shall be granted and the
Performance Goals relating to each Award, the Committee shall take into account
such factors as the Committee shall deem relevant in connection with
accomplishing the purposes of the Plan.

5.       Terms of Awards.

                  Awards granted pursuant to the Plan shall be evidenced by an
Award Agreement in such form as the Committee shall from time to time approve.

                  (a) In General. The Committee shall specify with respect to a
Performance Period the Performance Goals applicable to each Award and minimum,
target and maximum levels applicable to each Performance Goal. The minimum level
reflects the level of performance at which 80% of the performance goal is
achieved and below which no payment shall be made; the target level reflects the
level of performance at which 100% of the Performance Goal is achieved; and the
maximum level reflects the level of performance at which 150% of the Performance
Goal is achieved. Awards for any Performance Period may be expressed as a
dollar amount or as a percentage of the Participant's Annual Base Salary.
Unless otherwise provided by the Committee in connection with specified
terminations of employment, or except as set forth in Section 6(f) hereof,

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payment in respect of Awards shall be made only if and to the extent the
Performance Goals with respect to such Performance Period are attained.

                  (b) Special Provisions Regarding Awards. Notwithstanding
anything to the contrary contained in this Section 5, in no event shall payment
in respect of Awards granted for a Performance Period be made to a Participant
who is a Covered Employee in an amount that exceeds 150% of such Participant's
Annual Base Salary.

                  (c) Time and Form of Payment. Unless otherwise determined by
the Committee, all payments in respect of Awards granted under this Plan shall
be made, in cash, within a reasonable period after the end of the Performance
Period; provided, however, that in order to receive such payment, a Participant
must be employed by the Company or one of its affiliates on the day such payment
is to be made. In addition, in the case of Participants who are Covered
Employees, unless otherwise determined by the Committee, such payments shall be
made only after achievement of the Performance Goals has been certified by the
Committee.

6.       General Provisions.

                  (a) Compliance With Legal Requirements. The Plan and the
granting and payment of Awards, and the other obligations of the Company under
the Plan and any Award Agreement or other agreement shall be subject to all
applicable federal and state laws, rules and regulations, and to such approvals
by any regulatory or governmental agency as may be required.

                  (b) Nontransferability. Awards shall not be transferable by a
Participant except by will or the laws of descent and distribution.

                  (c) No Right to Continued Employment. Nothing in the Plan or
in any Award granted or any Award Agreement or other agreement entered into
pursuant hereto shall confer upon any Participant the right to continue in the
employ of the Company or to be entitled to any remuneration or benefits not set
forth in the Plan or such Award Agreement or other agreement or to interfere
with or limit in any way the right of the Company to terminate such
Participant's employment.

                  (d) Withholding Taxes. The Company shall have the right to
withhold the amount of any taxes that the Company may be required to withhold
before delivery of payment of an Award to the Participant or other person
entitled to such payment, or to

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make such other arrangements for the withholding of taxes that the Company deems
satisfactory.

                  (e) Amendment, Termination and Duration of the Plan. The Board
or the Committee may at any time and from time to time alter, amend, suspend, or
terminate the Plan in whole or in part; provided that, no amendment that
requires shareholder approval in order for the Plan to continue to comply with
Code Section 162(m) shall be effective unless the same shall be approved by the
requisite vote of the shareholders of the Company. Notwithstanding the
foregoing, no amendment shall affect adversely any of the rights of any
Participant, without such Participant's consent, under any Award theretofore
granted under the Plan.

                  (f) Change in Control. Notwithstanding any other provision of
the Plan to the contrary, if, while any Awards remain outstanding under the
Plan, a Change in Control shall occur, the Performance Period outstanding at the
time of such Change in Control shall be deemed to have been completed, the
maximum level of performance set forth under the respective Performance Goals
shall be deemed to have been attained and a pro rata portion (based on the
number of full and partial months that have elapsed with respect to each
Performance Period) of each outstanding Award granted to each Participant for
the outstanding Performance Period shall become payable in cash to each
Participant within ten business days following such change in control,
regardless of whether such Participant is employed by the Company or any
successor or affiliate as of such date.

                  (g) Participant Rights. No Participant shall have any claim to
be granted any Award under the Plan, and there is no obligation for uniformity
of treatment among Participants.

                  (h) Unfunded Status of Awards. The Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensation. With
respect to any payments not yet made to a Participant pursuant to an Award,
nothing contained in the Plan or any Award shall give any such Participant any
rights that are greater than those of a general creditor of the Company.

                  (i) Governing Law. The Plan and all determinations made and
actions taken pursuant hereto shall be governed by the laws of the State of
North Carolina without giving effect to the conflict of laws principles thereof.

                  (j) Effective Date. The Plan shall take effect upon its
adoption by the Board.

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                  (k) Beneficiary. A Participant may file with the Committee a
written designation of a beneficiary on such form as may be prescribed by the
Committee and may, from time to time, amend or revoke such designation. If no
designated beneficiary survives the Participant, the executor or administrator
of the Participant's estate shall be deemed to be the grantee's beneficiary.

                  (l) Interpretation. The Plan is designed and intended to
comply, to the extent applicable, with Section 162(m) of the Code, and all
provisions hereof shall be construed in a manner to so comply.

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