Prepared by MERRILL CORPORATION




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Exhibit 10.18  


 
 

Form of
  UNITED ONLINE, INC.
  
    NOTE SECURED BY STOCK PLEDGE AGREEMENT    
  



	$                        	 	February 5, 2002

Westlake Village, California





                                (the "Maker") promises to pay to the order
of United Online, Inc., a Delaware corporation (the "Corporation"), at its corporate offices at
2555 Townsgate Road, Westlake Village, California 91361, the principal sum of $                        , together with all accrued
interest thereon, upon the terms and conditions specified herein. 


        1.    Interest.    Interest shall accrue at the rate of [prime plus
1%] [prime plus 2%] per annum, with such rate to be set at the end of each calendar quarter during which this Note is outstanding, on the outstanding balance under
this Note from the execution date of this Note until this Note is repaid. Interest shall accrue at such rate on the basis of a three hundred sixty (360) day year, and any interest due and
payable for a period of less than one full month shall be calculated by multiplying the actual number of days elapsed in such period by the daily interest rate based on such three hundred sixty
(360)-day year. Interest shall be payable on the last day of each calendar quarter. 


        2.    Payment.    Subject to the acceleration provisions set forth in Section 3, the
entire principal balance, together with all accrued and unpaid interest, shall become payable in one lump sum payment on February 5, 2007. Payments of principal and interest on this Note shall
be made without offset or deduction and shall be made in lawful tender of the United States. Prepayment of the principal balance
of this Note, together with all unpaid and accrued interest on the entire Note balance, may be made in whole or in part at any time without penalty. 


        3.    Events of Acceleration.    The entire outstanding principal amount of this Note,
together with all accrued and unpaid interest, shall become immediately due and payable upon the occurrence of any of the following events: 



        (a)  the
expiration of the ninety (90)-day period following the date the Maker ceases for any reason to remain employed by the Corporation; the insolvency of the
Maker; 


        (b)  the
commission of any act of bankruptcy by the Maker, 


        (c)  the
execution by the Maker of a general assignment for the benefit of creditors; 


        (d)  the
filing by or against the Maker of any petition in bankruptcy or any petition for relief under the provisions of the Federal bankruptcy act or any other state or
Federal law for the relief of debtors and the continuation of such petition without dismissal for a period of thirty (30) days or more; 


        (e)  the
appointment of a receiver or trustee to take possession of any property or assets of the Maker or the attachment of or execution against any property or assets of
the Maker; or 


        (f)    the
appointment of a receiver or trustee to take possession of any property or assets of the Maker of the attachment of or execution against any property or assets of
the Maker; or 


        (g)  the
occurrence of any event of default under the Stock Pledge Agreement securing this Note or any obligation secured thereby provided that such default is not cured
within the period required by the Stock Pledge Agreement. 




        4.    Employment.    The Maker shall be deemed to continue in employment with the Corporation
for so long as he or she remains an employee of the Corporation or one or more of its fifty percent or more owned (directly or indirectly) subsidiaries. 






        5.    Security.    The proceeds of the loan evidenced by this Note shall be applied solely to
the payment of the purchase price of shares of the Corporation's common stock (the "Purchased Shares") and payment of this Note shall be secured by a pledge of those shares with the Corporation
pursuant to the Stock Pledge Agreement to be executed this date by the Maker. 



        6.    Full Recourse Obligation.    The Maker is personally liable for payment of the entire
outstanding balance of this Note, and any and all assets of the Maker maybe applied to the satisfaction of the Maker's obligations hereunder. 


        7.    Representations and Warranties.    The Maker hereby represents and warrants to the
Corporation that the execution of this Note does not contravene any contractual or judicial restriction binding on or affecting the Maker and that this Note is the legal, valid and binding obligation
of the Maker enforceable against the Maker in accordance with its terms. 


        8.    Collection.    In the event that any action, suit or proceeding arising out of this Note
and/or in any action or proceeding to enforce a judgment based on a cause of action arising out of this Note, the prevailing party shall be paid by the other party thereto an amount equal to all of
the prevailing party's costs and expenses, including attorneys' fees incurred in each and every such action, suit or proceeding (including any and all appeals or petitions therefrom). 



        9.    Waivers.    



        (a)  No
waiver by the Corporation of any breach or default by Maker under this Note shall be deemed a waiver of any breach or default thereafter occurring. Any forbearance,
failure or delay by the Corporation in exercising any right, power or remedy under this Note shall not be deemed to be a waiver of such right, power or remedy or prejudice its rights as against Maker
in any respect. Any single or partial exercise of any right, power or remedy under this Note shall not preclude the further exercise thereof, and every right, power and remedy of the Corporation under
this Note shall continue in full force and effect unless such right, power or remedy is specifically waived by an instrument executed by the Corporation. Any such waiver shall be limited to its
express terms. The rights, privileges, remedies and options granted to the Corporation under this Note or under any applicable law shall be deemed cumulative and may be exercised successively or
concurrently at the Corporation's option. 


        (b)  The
Maker waives presentment, demand, notice of dishonor, notice of default or delinquency, notice of acceleration, notice of protest and nonpayment, notice of costs,
expenses or losses and interest thereon, notice of interest on interest and diligence in taking any action to collect any sums owing under this Note or in proceeding against any of the rights or
interests in or to properties securing payment of this Note. 




        10.    Enforceability.    If any one or more of the provisions of this Note are determined to
be unenforceable, in whole or in part, for any reason, the remaining provisions shall remain fully operative. 


        11.    Assignment.    This Note shall be binding on the Maker and his successors, assigns,
executors, personal representatives, heirs and legatees, and shall inure to the benefit of the Corporation, any future holder of this Note and their respective successors and assigns. The Corporation
may at any time sell, assign or otherwise transfer to any other person or entity all or part of the benefits or obligations of the Corporation under this Note or the Stock Pledge Agreement. The Maker
may not assign or transfer this Note or any of the Maker's obligations hereunder without the Corporation's prior written consent. 


        12.    Governing Law.    This Note shall be construed in accordance with the laws of the
State of Delaware without resort to that State's conflict-of-laws rules. 



	 	 	 
	 	 	
MAKER











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Form of UNITED ONLINE, INC. NOTE SECURED BY STOCK PLEDGE AGREEMENT