Exhibit 10.16

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the "Agreement") is made and entered into effective as of the 13th day of August 2007, by and between
United Online, Inc., a Delaware corporation ("United Online"), with principal corporate offices at 21301 Burbank Boulevard, Woodland Hills, California 91367, and Frederic A. Randall, Jr.
("Employee").

WHEREAS,
the Employee had previously entered into an employment agreement effective March 20, 1999 with NetZero, Inc., a wholly-owned subsidiary of United Online which was
subsequently amended and restated as an employment agreement effective January 27, 2004 with United Online (the "Prior 2004 Agreement"); and

WHEREAS,
effective as of the date hereof (the "Effective Date"), the Employee and United Online desire to further amend the Prior 2004 Agreement.

NOW
THEREFORE, the Employee and United Online hereby agree as follows:

For
purposes of this Agreement, the term "Company" shall mean (i) United Online or (ii) in the event of an initial public offering of securities of Classmates Media Corporation, a
Delaware corporation, or securities issued by an entity that is a direct or indirect parent of Classmates Media Corporation (which entity shall hereinafter be referred to as "CMC," and such initial
public offering shall be hereinafter referred to as the "CMC IPO") and the assignment of this Agreement to CMC pursuant to Section 7 hereof, CMC.

1.Employment.



2.Duties of Employee.



3.Compensation and Other Benefits.



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4.Termination.

4.1Termination for Cause.



4.2Termination Without Cause or Involuntary Termination.



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4

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8.Miscellaneous.



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(Signature Page Follows)

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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the first date written above.

| |  | UNITED ONLINE, INC.
| |  | -------------------
| |  | By:                
| |  |                    
| |  |                    
| |  | By:                
| |  |                    
| |  |                    

| |                                                    
| | ---------------------------------------------------
| | /s/FREDERIC A. RANDALL, JR.Frederic A. Randall, Jr.

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Appendix A

For purposes of this Agreement, a Change in Control shall be deemed to have occurred (i) if a Change in Control of United Online occurs as described in
Paragraph A below or (ii) if a Change in Control of CMC occurs as described in Paragraph B below following the CMC IPO.



In
the event a CMC IPO does not become effective, or a CMC IPO becomes effective and the Company owns 331/3% or more of the total combined voting power of all of CMC's
outstanding securities, "Change in Control" shall mean a change in ownership or control effected through any of the following transactions:

"United
Online" shall mean United Online, Inc., a Delaware corporation, and any successor corporation to all or substantially all of the assets or voting stock of United
Online, Inc.

"Board"
shall mean United Online's Board of Directors.

"1934
Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.



"Change
in Control" of Classmates Media Corporation shall mean a change in ownership or control of CMC effected through any of the following transactions:

"CMC"
shall mean Classmates Media Corporation, a Delaware corporation, and any successor corporation to all or substantially all of the assets or voting stock of Classmates Media
Corporation.

"Board"
shall mean CMC's Board of Directors.

"1934
Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.



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In
no event, however, shall a Change in Control be deemed to occur as a result of a spin-off distribution by United Online, Inc. of all or any portion of CMC's
outstanding securities held by United Online, Inc. to its existing stockholders in proportion to their holdings of United Online, Inc. capital stock.

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