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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)     4,280,000 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, 2002 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.

        Notwithstanding clause (3) above, in no event shall the number of shares
available under this Plan be increased as set forth in clause (3) to the extent
such increase, in addition to any other increases proposed by the Board in the
number of shares available for issuance under all other employee or director
stock plans, would result in the total number of shares then available for
issuance under all employee and director stock plans exceeding 30% of the
outstanding shares of the Company on the first day of the applicable fiscal
year.

        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


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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.

        (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.

        (c)     Reorganization and Change in Control Events


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                (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 Stock;
                                        provided that, after such Exempt Person
                                        does not beneficially own more than 60%
                                        of either (i) the


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                                        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
                                        acquiring corporation is referred to
                                        herein as the "Acquiring Corporation")
                                        in substantially the same proportions as
                                        their ownership of the Outstanding


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                                        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 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


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                                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.

                (3)     Effect on Restricted Stock Awards


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                        (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 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


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        (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.

        (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


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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.

        (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)).


                                      -11-
<PAGE>   12


        (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 27, 2001


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


                       Effective on ______________, 2001


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<PAGE>   13


                                 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).


                                      -13-
<PAGE>   14


        (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


                                      -14-
<PAGE>   15


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.







                                      -15-