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                                                                   EXHIBIT 10.21

                                LENDINGTREE, INC.

                           STOCK RETENTION POLICY FOR

                        EXECUTIVE MANAGEMENT TEAM MEMBERS

         The Board of Directors of LendingTree, Inc. (the "Company") has adopted
the following stock retention policy for all members of the Company's Executive
Management Team. For purposes of this policy, the Executive Management Team
shall mean any executive holding one of the positions listed in the attached
Exhibit A. Each member of the Executive Management Team shall be referred to
hereafter as a "Covered Employee." Covered Employees shall acknowledge their
agreement to comply with the terms of this policy by executing an
acknowledgement form, as attached hereto.

A.       Share Retention Requirement

         During his or her employment with the Company, a Covered Employee may
not Transfer more than 30% of the total Incentive Shares that he or she has been
awarded by the Company since commencement of the Covered Employee's employment
with the Company.

         For purposes of this requirement, the term "Incentive Shares" shall
mean all shares of common stock of the Company that a Covered Employee has been
awarded under a Company stock incentive plan, without regard to whether the
Covered Employee has exercised rights to acquire the Incentive Shares subject to
the award (such as exercise of a stock option), and without regard to whether
the Covered Employee's rights in the award have become vested.

         The term "Transfer" shall mean any sale, offer, assignment, pledge,
exchange or other disposition of any interest in an Incentive Share (whether
with or without consideration and whether voluntarily or involuntarily or by
operation of law).

         This policy will continue in effect for six (6) months following a
Covered Employee's termination of employment with the Company, and shall
terminate immediately thereafter.

         Notwithstanding the foregoing, if a Covered Employee's employment with
the Company is involuntarily terminated by the Company for any reason other than
for cause, this policy shall remain in effect for only forty-five (45) days
following the Covered Employee's employment termination date and shall
thereafter terminate. For purposes of this policy, "cause" shall mean (a) fraud
or material misappropriation with respect to the business or assets of the
Company, (b) persistent refusal or willful failure of the Covered Employee to
perform substantially his or her duties and responsibilities to the Company,
which continues after the Covered Employee receives notice of such refusal or
failure, (c) conviction of a felony or crime involving moral turpitude, or (d)
the use of drugs or alcohol that interferes materially with the Covered
Employee's performance of his or her duties.

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         In addition, this policy shall cease to apply to a Covered Employee in
the event of his or her death or disability. A Covered Employee shall be
considered disabled for purposes of this policy if the Covered Employee has been
determined to be disabled under the Company's long-term disability plan. This
policy shall automatically terminate with respect to all Covered Employees upon
a "change in control," as that term is defined in the Employment Continuity
Agreements entered into between the Company and Covered Employees.

B.       Discretionary Waivers

         The Compensation Committee of the Board of Directors may, in its sole
discretion, waive the restrictions described above if the Committee determines
that such a waiver is appropriate under the circumstances. A waiver may be
granted only if the Covered Employee submits a written request to the
Compensation Committee in advance of the Transfer that would violate this
policy, and the Covered Employee provides the Committee with all information
that the Committee reasonably determines to be necessary to consider the Covered
Employee's waiver request.

         Circumstances which may justify a waiver of this policy by the
Committee include, but are not limited to, a severe financial hardship arising
as a result of events beyond the control of the Covered Employee that cannot be
relieved through insurance or liquidation of other assets.

C.       Reporting of Transfers and Exercises

         A Covered Employee shall report any Transfer of Incentive Shares to the
Company's Chief Financial Officer and to the Company's General Counsel. When the
Covered Employee anticipates making a Transfer, the Covered Employee shall make
the report within a reasonable time before the date of the Transfer and confirm
when the Transfer has been conducted.

D.       Right of Company Upon Violation of this Policy

         If a Covered Employee materially fails to comply with the requirements
of this policy, the Covered Employee shall be subject to such disciplinary
action as the Company may in its discretion deem appropriate, which may include
termination of his or her employment. Additionally, if a Covered Employee makes
a Transfer of any Incentive Shares in violation of this policy, the Covered
Employee shall be required to pay to the Company the amount of any gain realized
as a result of the Transfer in such manner and on such terms as may be required
by the Company. The Company shall be entitled to set-off the amount of such gain
against any amount owed to the Covered Employee by the Company which the Company
has not previously agreed in writing is exempt from any set-off, and the Company
may immediately cancel any outstanding stock options which the Company had
previously awarded to the Covered Employee.

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E.       Effective Date; Amendment or Termination

         This policy shall be effective as of March 3, 2003. The policy shall
remain in effect unless terminated by resolution of the Board of Directors. The
Board of Directors may amend, modify or terminate this policy at anytime in its
sole discretion, however, such an amendment or modification cannot impose
additional restrictions or limitations on Covered Employees without their
written consent.

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                  ACKNOWLEDGEMENT OF STOCK RETENTION POLICY FOR

                        EXECUTIVE MANAGEMENT TEAM MEMBERS

         I have received and reviewed a copy of the LendingTree, Inc. Stock
Retention Policy for Executive Management Team Members. In consideration for the
Company's revised Employment Continuity Agreement and in further consideration
for the Company's promise to consider me for future awards of Incentive Shares,
I agree to comply with this stock retention policy, including the obligation to
provide prompt notice to the Chief Financial Officer and General Counsel of any
Transfer of Incentive Shares, as those terms are defined in the policy.

                                        By: ___________________________________


                                        Date: _________________________________

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                                    Exhibit A

           Executive Management Governed by Stock Retention Agreement

<TABLE>
<CAPTION>
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        Position                                           Currently Held By
-------------------------------------------------------------------------------
<S>                                                        <C>
CEO                                                           Doug Lebda
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President & COO                                               Tom Reddin
-------------------------------------------------------------------------------
SVP & CFO                                                     Keith Hall
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SVP - Marketing                                               Bob Harris
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SVP & CIO                                                     Steve Campbell
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SVP & CTO                                                     Rick Stiegler
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SVP - Account Management                                      Lori Collins
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SVP - New Business Development                                David Anderson
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SVP - Corporate Strategy                                      Kim Gorsuch
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SVP - Realty Services                                         Eric Cunliffe
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SVP & General Counsel                                         Bob Flemma
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</TABLE>

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