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                                                                   Exhibit 10.01
                                 UDATE.COM, INC.
                            2001 STOCK INCENTIVE PLAN

1. Purpose

      The purpose of this 2001 Stock Incentive Plan (the "Plan") of uDate.com,
Inc., a Delaware corporation (the "Company"), is to advance the interests of the
Company's stockholders by enhancing the Company's ability to attract, retain and
motivate persons who make (or are expected to make) important contributions to
the Company by providing such persons with equity ownership opportunities and
performance-based incentives and thereby better aligning the interests of such
persons with those of the Company's stockholders. Except where the context
otherwise requires, the term "Company" shall include any of the Company's
present or future parent or subsidiary corporations as defined in Sections
424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the "Code") and any other business venture
(including, without limitation, joint venture or limited liability company) in
which the Company has a significant interest, as determined by the Board of
Directors of the Company (the "Board").

2. Eligibility

      All of the Company's employees, officers, directors, consultants and
advisors (and any individuals who have accepted an offer for employment) are
eligible to be granted options or restricted stock awards (each, an "Award")
under the Plan. Each person who has been granted an Award under the Plan shall
be deemed a "Participant".

3. Administration and Delegation

      (a) Administration by Board of Directors. The Plan will be administered by
the Board. The Board shall have authority to grant Awards and to adopt, amend
and repeal such administrative rules, guidelines and practices relating to the
Plan as it shall deem advisable. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem expedient to carry the Plan into effect, and it
shall be the sole and final judge of such expediency. All decisions by the Board
shall be made in the Board's sole discretion and shall be final and binding on
all persons having or claiming any interest in the Plan or in any Award. No
director or person acting pursuant to the authority delegated by the Board shall
be liable for any action or determination relating to or under the Plan made in
good faith.

      (b) Appointment of Committees. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). All references in the
Plan to the "Board" shall mean the Board or a Committee of the Board to the
extent that the Board's powers or authority under the Plan have been delegated
to such Committee.


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4. Stock Available for Awards

      (a) Number of Shares. Subject to adjustment under Section 7, Awards may be
made under the Plan for up to the number of shares of common stock, $.001 par
value per share, of the Company (the "Common Stock") that is equal to the sum
of:

            (1)   4,917,361 shares of Common Stock*; plus

            (2)   an annual increase to be effected on the first day of each of
                  the Company's fiscal years beginning on January 1, 2003
                  through and including January 1, 2005 equal to the lesser of
                  (i) 500,000 shares of Common Stock, (ii) 2% of the outstanding
                  shares on such date or (iii) an amount determined by the
                  Board.

      If any Award expires or is terminated, surrendered or canceled without
having been fully exercised or is forfeited in whole or in part (including as
the result of shares of Common Stock subject to such Award being repurchased by
the Company at the original issuance price pursuant to a contractual repurchase
right) or results in any Common Stock not being issued, the unused Common Stock
covered by such Award shall again be available for the grant of Awards under the
Plan, subject, however, in the case of Incentive Stock Options (as hereinafter
defined), to any limitations under the Code. Shares issued under the Plan may
consist in whole or in part of authorized but unissued shares or treasury
shares.

      (b) Per-Participant Limit. Subject to adjustment under Section 7, the
maximum number of shares of Common Stock with respect to which Awards may be
granted to any Participant under the Plan shall be 1,500,000 per calendar year.
The per-Participant limit described in this Section 4(b) shall be construed and
applied consistently with Section 162(m).

5. Stock Options

      (a) General. The Board may grant options to purchase Common Stock (each,
an "Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option".

      (b) Incentive Stock Options. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.


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      (c) Exercise Price. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement.

      (d) Duration of Options. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement.

      (e) Exercise of Option. Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised.

      (f) Payment Upon Exercise. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:

            (1) in cash or by check, payable to the order of the Company;

            (2) except as the Board may, in its sole discretion, otherwise
provide in an option agreement, by (i) delivery of an irrevocable and
unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price and any required tax
withholding or (ii) delivery by the Participant to the Company of a copy of
irrevocable and unconditional instructions to a creditworthy broker to deliver
promptly to the Company cash or a check sufficient to pay the exercise price and
any required tax withholding;

            (3) when the Common Stock is registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), by delivery of shares of
Common Stock owned by the Participant valued at their fair market value as
determined by (or in a manner approved by) the Board in good faith ("Fair Market
Value"), provided (i) such method of payment is then permitted under applicable
law and (ii) such Common Stock, if acquired directly from the Company was owned
by the Participant at least six months prior to such delivery;

            (4) to the extent permitted by the Board, in its sole discretion by
(i) delivery of a promissory note of the Participant to the Company on terms
determined by the Board, or (ii) payment of such other lawful consideration as
the Board may determine; or

            (5) by any combination of the above permitted forms of payment.

      (g) Substitute Options. In connection with a merger or consolidation of an
entity with the Company or the acquisition by the Company of property or stock
of an entity, the Board may grant Options in substitution for any options or
other stock or stock-based awards granted by such entity or an affiliate
thereof. Substitute Options may be granted on such terms as the Board deems
appropriate in the circumstances, notwithstanding any limitations on Options
contained in the other sections of this Section 5 or in Section 2.


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6. Restricted Stock.

      (a) Grants. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a "Restricted Stock Award").

      (b) Terms and Conditions. The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any.

      (c) Stock Certificates. Any stock certificates issued in respect of a
Restricted Stock Award shall be registered in the name of the Participant and,
unless otherwise determined by the Board, deposited by the Participant, together
with a stock power endorsed in blank, with the Company (or its designee). At the
expiration of the applicable restriction periods, the Company (or such designee)
shall deliver the certificates no longer subject to such restrictions to the
Participant or if the Participant has died, to the beneficiary designated, in a
manner determined by the Board, by a Participant to receive amounts due or
exercise rights of the Participant in the event of the Participant's death (the
"Designated Beneficiary"). In the absence of an effective designation by a
Participant, Designated Beneficiary shall mean the Participant's estate.

7. Adjustments for Changes in Common Stock and Certain Other Events

      (a) Changes in Capitalization. In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the per-Participant limit set forth in Section 4(b), (iii) the number and
class of securities and exercise price per share subject to each outstanding
Option, and (iv) the repurchase price per share subject to each outstanding
Restricted Stock Award shall be appropriately adjusted by the Company (or
substituted Awards may be made, if applicable) to the extent the Board shall
determine, in good faith, that such an adjustment (or substitution) is necessary
and appropriate. If this Section 7(a) applies and Section 7(c) also applies to
any event, Section 7(c) shall be applicable to such event, and this Section 7(a)
shall not be applicable.

      (b) Liquidation or Dissolution. In the event of a proposed liquidation or
dissolution of the Company, the Board shall upon written notice to the
Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation or
dissolution on any Restricted Stock Award granted under the Plan at the time of
the grant.


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      (c) Reorganization and Change in Control Events

            (1) Definitions

                  (a)   A "Reorganization Event" shall mean:

                        (i)   any merger or consolidation of the Company with or
                              into another entity as a result of which all of
                              the Common Stock of the Company is converted into
                              or exchanged for the right to receive cash,
                              securities or other property; or

                        (ii)  any exchange of all of the Common Stock of the
                              Company for cash, securities or other property
                              pursuant to a share exchange transaction.

                  (b)   A "Change in Control Event" shall mean:

                        (i)   the acquisition by an individual, entity or group
                              (within the meaning of Section 13(d)(3) or
                              14(d)(2) of the Exchange Act) (a "Person") of
                              beneficial ownership of any capital stock of the
                              Company if, after such acquisition, such Person
                              beneficially owns (within the meaning of Rule
                              13d-3 promulgated under the Exchange Act) 50% or
                              more of either (x) the then-outstanding shares of
                              common stock of the Company (the "Outstanding
                              Company Common Stock") or (y) the combined voting
                              power of the then-outstanding securities of the
                              Company entitled to vote generally in the election
                              of directors (the "Outstanding Company Voting
                              Securities"); provided, however, that for purposes
                              of this subsection (i), the following acquisitions
                              shall not constitute a Change in Control Event:
                              (A) any acquisition directly from the Company
                              (excluding an acquisition pursuant to the
                              exercise, conversion or exchange of any security
                              exercisable for, convertible into or exchangeable
                              for common stock or voting securities of the
                              Company, unless the Person exercising, converting
                              or exchanging such security acquired such security
                              directly from the Company or an underwriter or
                              agent of the Company), (B) any acquisition by any
                              employee benefit plan (or related trust) sponsored
                              or maintained by the Company or any corporation
                              controlled by the Company, (C) any acquisition by
                              any corporation pursuant to a Business Combination
                              (as defined below) which complies with clauses (x)
                              and (y) of subsection (iii) of this definition or
                              (D) any acquisition by Atlas Trust Company
                              (Jersey) Limited (the "Exempt Person") of any
                              shares of Common


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                              Stock; provided that, after such Exempt Person
                              does not beneficially own more than 60% of either
                              (i) the Outstanding Company Common Stock or (ii)
                              the Outstanding Company Voting Securities; or

                        (ii)  such time as the Continuing Directors (as defined
                              below) do not constitute a majority of the Board
                              (or, if applicable, the Board of Directors of a
                              successor corporation to the Company), where the
                              term "Continuing Director" means at any date a
                              member of the Board (x) who was a member of the
                              Board on the date of the initial adoption of this
                              Plan by the Board or (y) who was nominated or
                              elected subsequent to such date by at least a
                              majority of the directors who were Continuing
                              Directors at the time of such nomination or
                              election or whose election to the Board was
                              recommended or endorsed by at least a majority of
                              the directors who were Continuing Directors at the
                              time of such nomination or election; provided,
                              however, that there shall be excluded from this
                              clause (y) any individual whose initial assumption
                              of office occurred as a result of an actual or
                              threatened election contest with respect to the
                              election or removal of directors or other actual
                              or threatened solicitation of proxies or consents,
                              by or on behalf of a person other than the Board;
                              or

                        (iii) the consummation of a merger, consolidation,
                              reorganization, recapitalization or share exchange
                              involving the Company or a sale or other
                              disposition of all or substantially all of the
                              assets of the Company (a "Business Combination"),
                              unless, immediately following such Business
                              Combination, each of the following two conditions
                              is satisfied: (x) all or substantially all of the
                              individuals and entities who were the beneficial
                              owners of the Outstanding Company Common Stock and
                              Outstanding Company Voting Securities immediately
                              prior to such Business Combination beneficially
                              own, directly or indirectly, more than 50% of the
                              then-outstanding shares of common stock and the
                              combined voting power of the then-outstanding
                              securities entitled to vote generally in the
                              election of directors, respectively, of the
                              resulting or acquiring corporation in such
                              Business Combination (which shall include, without
                              limitation, a corporation which as a result of
                              such transaction owns the Company or substantially
                              all of the Company's assets either directly or
                              through one or more subsidiaries) (such resulting
                              or


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                              acquiring corporation is referred to herein as the
                              "Acquiring Corporation") in substantially the same
                              proportions as their ownership of the Outstanding
                              Company Common Stock and Outstanding Company
                              Voting Securities, respectively, immediately prior
                              to such Business Combination and (y) no Person
                              (excluding the Exempt Person, the Acquiring
                              Corporation or any employee benefit plan (or
                              related trust) maintained or sponsored by the
                              Company or by the Acquiring Corporation)
                              beneficially owns, directly or indirectly, 50% or
                              more of the then-outstanding shares of common
                              stock of the Acquiring Corporation, or of the
                              combined voting power of the then-outstanding
                              securities of such corporation entitled to vote
                              generally in the election of directors (except to
                              the extent that such ownership existed prior to
                              the Business Combination).

            (2) Effect on Options

                  (a)   Reorganization Event. Upon the occurrence of a
                        Reorganization Event (regardless of whether such event
                        also constitutes a Change in Control Event), or the
                        execution by the Company of any agreement with respect
                        to a Reorganization Event (regardless of whether such
                        event will result in a Change in Control Event), the
                        Board shall provide that all outstanding Options shall
                        be assumed, or equivalent options shall be substituted,
                        by the acquiring or succeeding corporation (or an
                        affiliate thereof); provided that if such Reorganization
                        Event also constitutes a Change in Control Event, except
                        to the extent specifically provided to the contrary in
                        the instrument evidencing any Option or any other
                        agreement between a Participant and the Company, such
                        assumed or substituted options shall be immediately
                        exercisable in full upon the occurrence of such
                        Reorganization Event. For purposes hereof, an Option
                        shall be considered to be assumed if, following
                        consummation of the Reorganization Event, the Option
                        confers the right to purchase, for each share of Common
                        Stock subject to the Option immediately prior to the
                        consummation of the Reorganization Event, the
                        consideration (whether cash, securities or other
                        property) received as a result of the Reorganization
                        Event by holders of Common Stock for each share of
                        Common Stock held immediately prior to the consummation
                        of the Reorganization Event (and if holders were offered
                        a choice of consideration, the type of consideration
                        chosen by the holders of a majority of the outstanding
                        shares of Common Stock); provided, however, that if the
                        consideration received as a result of the Reorganization
                        Event


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                        is not solely common stock of the acquiring or
                        succeeding corporation (or an affiliate thereof), the
                        Company may, with the consent of the acquiring or
                        succeeding corporation, provide for the consideration to
                        be received upon the exercise of Options to consist
                        solely of common stock of the acquiring or succeeding
                        corporation (or an affiliate thereof) equivalent in fair
                        market value to the per share consideration received by
                        holders of outstanding shares of Common Stock as a
                        result of the Reorganization Event.

                              Notwithstanding the foregoing, if the acquiring or
                        succeeding corporation (or an affiliate thereof) does
                        not agree to assume, or substitute for, such Options,
                        then the Board shall, upon written notice to the
                        Participants, provide that all then unexercised Options
                        will become exercisable in full as of a specified time
                        prior to the Reorganization Event and will terminate
                        immediately prior to the consummation of such
                        Reorganization Event, except to the extent exercised by
                        the Participants before the consummation of such
                        Reorganization Event; provided, however, that in the
                        event of a Reorganization Event under the terms of which
                        holders of Common Stock will receive upon consummation
                        thereof a cash payment for each share of Common Stock
                        surrendered pursuant to such Reorganization Event (the
                        "Acquisition Price"), then the Board may instead provide
                        that all outstanding Options shall terminate upon
                        consummation of such Reorganization Event and that each
                        Participant shall receive, in exchange therefor, a cash
                        payment equal to the amount (if any) by which (A) the
                        Acquisition Price multiplied by the number of shares of
                        Common Stock subject to such outstanding Options
                        (whether or not then exercisable), exceeds (B) the
                        aggregate exercise price of such Options. To the extent
                        all or any portion of an Option becomes exercisable
                        solely as a result of the first sentence of this
                        paragraph, upon exercise of such Option the Participant
                        shall receive shares subject to a right of repurchase by
                        the Company or its successor at the Option exercise
                        price. Such repurchase right (1) shall lapse at the same
                        rate as the Option would have become exercisable under
                        its terms and (2) shall not apply to any shares subject
                        to the Option that were exercisable under its terms
                        without regard to the first sentence of this paragraph.

                  (b)   Change in Control Event that is not a Reorganization
                        Event. Upon the occurrence of a Change in Control Event
                        that does not also constitute a Reorganization Event,
                        except to the extent specifically provided to the
                        contrary in the instrument evidencing any Option or any
                        other agreement between a Participant and the Company,
                        all Options then-outstanding shall automatically become
                        immediately exercisable in full.


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            (3) Effect on Restricted Stock Awards

                  (a)   Reorganization Event that is not a Change in Control
                        Event. Upon the occurrence of a Reorganization Event
                        that is not a Change in Control Event, the repurchase
                        and other rights of the Company under each outstanding
                        Restricted Stock Award shall inure to the benefit of the
                        Company's successor and shall apply to the cash,
                        securities or other property which the Common Stock was
                        converted into or exchanged for pursuant to such
                        Reorganization Event in the same manner and to the same
                        extent as they applied to the Common Stock subject to
                        such Restricted Stock Award.

                  (b)   Change in Control Event. Upon the occurrence of a Change
                        in Control Event (regardless of whether such event also
                        constitutes a Reorganization Event), except to the
                        extent specifically provided to the contrary in the
                        instrument evidencing any Restricted Stock Award or any
                        other agreement between a Participant and the Company,
                        the vesting schedule of all Restricted Stock Awards
                        shall be accelerated in part so that one-half of the
                        number of shares that would otherwise have first become
                        free from conditions or restrictions on any date after
                        the date of the Change in Control Event shall
                        immediately become free from conditions or restrictions.
                        Subject to the following sentence, the remaining
                        one-half of such number of shares shall continue to
                        become free from conditions or restrictions in
                        accordance with the original schedule set forth in such
                        Restricted Stock Award, with one-half of the number of
                        shares that would otherwise have become free from
                        conditions or restrictions on each subsequent vesting
                        date in accordance with the original schedule becoming
                        free from conditions or restrictions on each subsequent
                        vesting date. In addition, each such Restricted Stock
                        Award shall immediately become free from all conditions
                        or restrictions if, on or prior to the first anniversary
                        of the date of the consummation of the Change in Control
                        Event, the Participant's employment with the Company or
                        the acquiring or succeeding corporation is terminated
                        for Good Reason by the Participant or is terminated
                        without Cause by the Company or the acquiring or
                        succeeding corporation.

            (4) Limitations. Notwithstanding the foregoing provisions of this

                  Section 7(c), if the Change in Control Event is intended to be
                  accounted for as a "pooling


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                  of interests" for financial accounting purposes, and if the
                  acceleration to be effected by the foregoing provisions of
                  this Section 7(c) would preclude accounting for the Change in
                  Control Event as a "pooling of interests" for financial
                  accounting purposes, then no such acceleration shall occur
                  upon the Change in Control Event.

      8. General Provisions Applicable to Awards

            (a) Transferability of Awards. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant. References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.

            (b) Documentation. Each Award shall be evidenced in such form
(written, electronic or otherwise) as the Board shall determine. Each Award may
contain terms and conditions in addition to those set forth in the Plan.

            (c) Board Discretion. Except as otherwise provided by the Plan, each
Award may be made alone or in addition or in relation to any other Award. The
terms of each Award need not be identical, and the Board need not treat
Participants uniformly.

            (d) Termination of Status. The Board shall determine the effect on
an Award of the disability, death, retirement, authorized leave of absence or
other change in the employment or other status of a Participant and the extent
to which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

            (e) Withholding. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. Except as the Board may otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act,
Participants may satisfy such tax obligations in whole or in part by delivery of
shares of Common Stock, including shares retained from the Award creating the
tax obligation, valued at their Fair Market Value; provided, however, that the
total tax withholding where stock is being used to satisfy such tax obligations
cannot exceed the Company's minimum statutory withholding obligations (based on
minimum statutory withholding rates for federal and state tax purposes,
including payroll taxes, that are applicable to such supplemental taxable
income). The Company may, to the extent permitted by law, deduct any such tax
obligations from any payment of any kind otherwise due to a Participant.

            (f) Amendment of Award. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.


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      (g) Conditions on Delivery of Stock. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

      (h) Acceleration. The Board may at any time provide that any Award shall
become immediately exercisable in full or in part, free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the
case may be.

9. Miscellaneous

      (a) No Right To Employment or Other Status. No person shall have any claim
or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

      (b) No Rights As Stockholder. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.

      (c) Effective Date and Term of Plan. The Plan shall become effective on
the date on which it is adopted by the Board, but no Award granted to a
Participant that is intended to comply with Section 162(m) shall become
exercisable, vested or realizable, as applicable to such Award, unless and until
the Plan has been approved by the Company's stockholders to the extent
stockholder approval is required by Section 162(m) in the manner required under
Section 162(m) (including the vote required under Section 162(m)). No Awards
shall be granted under the Plan after the completion of ten years from the
earlier of (i) the date on which the Plan was adopted by the Board or (ii) the
date the Plan was approved by the Company's stockholders, but Awards previously
granted may extend beyond that date.


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      (d) Amendment of Plan. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time, provided that to the extent required by
Section 162(m), no Award granted to a Participant that is intended to comply
with Section 162(m) after the date of such amendment shall become exercisable,
realizable or vested, as applicable to such Award, unless and until such
amendment shall have been approved by the Company's stockholders as required by
Section 162(m) (including the vote required under Section 162(m)).

      (e) Authorization of Sub-Plans. The Board may from time to time establish
one or more sub-plans under the Plan for purposes of satisfying applicable blue
sky, securities or tax laws of various jurisdictions. The Board shall establish
such sub-plans by adopting supplements to this Plan containing (i) such
limitations on the Board's discretion under the Plan as the Board deems
necessary or desirable or (ii) such additional terms and conditions not
otherwise inconsistent with the Plan as the Board shall deem necessary or
desirable. All supplements adopted by the Board shall be deemed to be part of
the Plan, but each supplement shall apply only to Participants within the
affected jurisdiction and the Company shall not be required to provide copies of
any supplement to Participants in any jurisdiction which is not the subject of
such supplement.

      (f) Governing Law. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.

               Adopted by the Board of Directors on March 28, 2001

            Approved by the Company's Stockholders on March 28, 2001

              *Amended by the Board of Directors on August 13, 2002


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                                 UDATE.COM, INC.
                            2001 STOCK INCENTIVE PLAN

                              CALIFORNIA SUPPLEMENT

      Pursuant to Section 9(e) of the Plan, the Board has adopted this
supplement for purposes of satisfying the requirements of Section 25102(o) of
the California Corporations Code.

      Any Awards granted under the Plan to a Participant who is a resident of
the State of California on the date of grant (a "California Participant") shall
be subject to the following additional limitations, terms and conditions:

1. Additional Limitations on Options.

      (a) Minimum Vesting Rate. Except in the case of Options granted to
California Participants who are officers, directors, consultants or advisors of
the Company or its affiliates (which Options may become exercisable at whatever
rate is determined by the Board), Options granted to California Participants
shall become exercisable at a rate of no less than 20% per year over five years
from the date of grant; provided, that, such Options may be subject to such
reasonable forfeiture conditions as the Board may choose to impose and which are
not inconsistent with Section 260.140.41 of the California Code of Regulations.

      (b) Minimum Exercise Price. The exercise price of Options granted to
California Participants may not be less than 85% of the Fair Market Value of the
Common Stock on the date of grant in the case of a Nonstatutory Stock Option or
less than 100% of the Fair Market Value of the Common Stock on the date of grant
in the case of an Incentive Stock Option; provided, however, that if the
California Participant is a person who owns stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or its
parent or subsidiary corporations, the exercise price shall be not less than
110% of the Fair Market Value of the Common Stock on the date of grant.

      (c) Maximum Duration of Options. No Options granted to California
Participants will be granted for a term in excess of 10 years.

      (d) Minimum Exercise Period Following Termination. Unless a California
Participant's employment is terminated for cause (as defined in any contract of
employment between the Company and such Participant, or if none, in the
instrument evidencing the grant of such Participant's Option), in the event of
termination of employment of such Participant, he or she shall have the right to
exercise an Option, to the extent that he or she was otherwise entitled to
exercise such Option on the date employment terminated, as follows: (I) at least
six months from the date of termination, if termination was caused by such
Participant's death or "permanent and total disability" (within the meaning of
Section 22(e)(3) of the Code) and (ii) at least 30 days from the date of
termination, if termination was caused other than by such Participant's death or
"permanent and total disability" (within the meaning of Section 22(e)(3) of the
Code).


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      (e) Limitation on Repurchase Rights. If an Option granted to a California
Participant gives the Company the right to repurchase shares of Common Stock
issued pursuant to the Plan upon termination of employment of such Participant,
the terms of such repurchase right must comply with Section 260.140.41(k) of the
California Code of Regulations.

2. Additional Limitations for Restricted Stock Awards.

      (a) Minimum Purchase Price. The purchase price for a Restricted Stock
Award granted to a California Participant shall be not less than 85% of the Fair
Market Value of the Common Stock at the time such Participant is granted the
right to purchase shares under the Plan or at the time the purchase is
consummated; provided, however, that if such Participant is a person who owns
stock possessing more than 10% of the total combined voting power or value of
all classes of stock of the Company or its parent or subsidiary corporations,
the purchase price shall be not less than 100% of the Fair Market Value of the
Common Stock at the time such Participant is granted the right to purchase
shares under the Plan or at the time the purchase is consummated.

      (b) Limitation of Repurchase Rights. If a Restricted Stock Award granted
to a California Participant gives the Company the right to repurchase shares of
Common Stock issued pursuant to the Plan upon termination of employment of such
Participant, the terms of such repurchase right must comply with Section
260.140.42(h) of the California Code of Regulations.

3. Additional Limitations for Other Stock-Based Awards. The terms of all Awards
granted to a California Participant under Section 7 of the Plan shall comply, to
the extent applicable, with Section 260.140.41 or Section 260.140.42 of the
California Code of Regulations.

4. Additional Limitations on Transferability of Awards. Except as provided in
the next sentence, Awards granted to California Participants shall not be sold,
assigned, transferred, pledged or otherwise encumbered by the person to whom
they are granted, either voluntarily or by operation of law, except by will or
the laws of descent and distribution, and, during the life of such Participant,
shall be exercisable only by such Participant. Notwithstanding the foregoing,
the Board may, in the case of Nonstatutory Stock Options, allow them to be
transferred to an inter vivos or testamentary trust in which the Options are to
be passed to beneficiaries upon the death of the trustor (settlor) or by gift to
"immediate family" as that term is defined in Rule 16a-1(e) under the Exchange
Act.

5. Additional Requirement to Provide Information to California Participants. The
Company shall provide to each California Participant and to each California
Participant who acquires Common Stock pursuant to the Plan, not less frequently
than annually, copies of annual financial statements (which need not be
audited). The Company shall not be required to provide such statements to key
employees whose duties in connection with the Company assure their access to
equivalent information.

6. Additional Limitations on Timing of Awards. No Award granted to a California
Participant shall become exercisable, vested or realizable, as applicable to
such Award, unless


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the Plan has been approved by the Company's stockholders within 12 months before
or after the date the Plan was adopted by the Board.

7. Additional Limitations Relating to Definition of Fair Market Value. For
purposes of Section 1(b) and 2(a) of this supplement, "Fair Market Value" shall
be determined in a manner not inconsistent with Section 260.140.50 of the
California Code of Regulations.


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