Exhibit 10.32  INDEMNIFICATION AGREEMENT  INDEMNIFICATION AGREEMENT,dated
as of
                      (the Agreement), by and between United
Online, Inc., a Delaware corporation (the Company), and
                    
(Indemnitee).  A.Indemnitee,
as a member of the Companys board of directors (the Board) or as an officer
of the Company, or both, performs valuable services for the Company.  B.The
Company and Indemnitee recognize the continued difficulty in obtaining
liability insurance for corporate directors, officers, employees, controlling
persons, agents and fiduciaries, the significant increases in the cost of such
insurance and the general reductions in the coverage of such insurance.  C.The
Company and Indemnitee further recognize the substantial increase in corporate
litigation in general, subjecting directors, officers, employees, controlling
persons, agents and fiduciaries to expensive litigation risks at the same time
as the availability and coverage of liability insurance has been severely
limited.  D.The
Company has adopted bylaws (as amended from time to time, the Bylaws)
providing for the indemnification of the officers, directors, agents and
employees of the Company to the maximum extent authorized by Section 145
of the General Corporation Law of the State of Delaware, (as amended from time
to time, the DGCL).  E.The
Bylaws and the DGCL, by their non-exclusive nature, permit contracts between
the Company and its directors, officers, employees, controlling persons, agents
or fiduciaries with respect to indemnification of such directors, officers,
employees, controlling persons, agents or fiduciaries.  F.The
Company desires to attract and retain the involvement of highly qualified
individuals, such as Indemnitee, to serve the Company and, therefore, wishes to
provide for the indemnification and advancement of expenses to Indemnitee to
the maximum extent permitted by law.  G.Indemnitee
is willing to serve, continue to serve and to take on additional service for or
on behalf of the Company on the condition that he or she be so indemnified.  H.In
view of the considerations set forth above, the Company desires that Indemnitee
be indemnified by the Company as set forth herein.  NOW, THEREFORE, in
consideration of Indemnitees service to the Company, the parties hereto,
intending to be legally bound, agree as follows:  1.Scope
of Indemnity.  (a)Indemnification
of Expenses.  The Company shall
indemnify Indemnitee to the fullest extent permitted by law if Indemnitee was,
is, becomes or is threatened to become a


party to or witness or other participant in
any threatened, pending or completed action, suit, arbitration, alternative
dispute resolution mechanism, administrative hearing, inquiry, investigation or
any other actual, threatened or completed proceeding, whether civil, criminal,
administrative or investigative (a Proceeding), against any and all expenses
actually and reasonably incurred by or on behalf of Indemnitee (including
attorneys fees and all other costs in connection with investigating,
defending, being a witness in or participating in (including on appeal), or
preparing to defend, be a witness in or participate in, any such Proceeding),
judgments, fines, penalties and amounts paid in settlement of such Proceeding and
any federal, state, local or foreign taxes imposed on Indemnitee as a result of
the actual or deemed receipt of any payments under this Agreement
(collectively, Expenses), including all interest, assessments and other
charges paid or payable in connection with or in respect of such Expenses, by
reason of (or arising in part out of) any action taken by Indemnitee or of any
inaction of Indemnitee while acting as a director, officer, employee,
controlling person, agent or fiduciary of the Company or any subsidiary of the
Company, or by reason of the fact that Indemnitee was serving at the request of
the Company as a director, officer, employee, controlling person, agent or
fiduciary of another corporation, partnership, joint venture, trust or other
person or group (an Indemnification Event).  (b)Partial
Indemnification.  Notwithstanding any
other provision of this Agreement, to the extent that Indemnitee is, by reason
of an Indemnification Event, a party to or a participant in a Proceeding and is
successful, on the merits or otherwise, in defense of such Proceeding,
Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by or on behalf of Indemnitee in connection therewith.  If Indemnitee is successful, on the merits or
otherwise, as to one or more but less than all claims, issues or matters in
such Proceeding, the Company shall indemnify Indemnitee against all Expenses
actually and reasonably incurred by or on behalf of Indemnitee in connection
with each successfully resolved claim, issue or matter.  For purposes of this Section and without
limitation, the termination of any claim, issue or matter in a Proceeding by
dismissal, with or without prejudice, shall be deemed to be a successful result
as to such claim, issue or matter.  If
Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for any portion of Expenses incurred in connection with any
Proceeding, but not, however, for the total amount of Expenses, the Company
shall nevertheless indemnify Indemnitee for the portion of such Expenses to
which Indemnitee is entitled.  2.Method
for Requesting Indemnity.  (a)Notice/Cooperation
by Indemnitee.  Indemnitee shall give
the Company written notice as soon as practicable of any Proceeding commenced
or threatened against Indemnitee for which indemnification will or could be
sought under this Agreement.  (b)Notice
to Insurers.  If, at the time of the
receipt by the Company of notice of a Proceeding pursuant to Section 2(a) above,
the Company has liability insurance in effect which may cover such Proceeding,
the Company shall give prompt notice of the commencement of such Proceeding to
the insurers in accordance with the procedures set forth in each of the Companys
applicable policies.  The Company shall
thereafter take all necessary or desirable action to cause such insurers to
pay, on behalf of Indemnitee, all amounts payable as a result of such
Proceeding in accordance with the terms of such policies.  2


3.Advancement
of Expenses/Undertaking.  (a)Advancement.  The Company shall advance all Expenses
actually and reasonably incurred by or on behalf of Indemnitee in connection
with any Proceeding within ten business days after receipt by the Company of a
written demand by Indemnitee requesting such advance, whether prior to or after
final disposition of the Proceeding. 
Such written demand shall reasonably evidence the Expenses incurred by
Indemnitee and shall include an undertaking by or on behalf of Indemnitee to
repay any Expenses advanced if it is ultimately determined that Indemnitee is
not entitled to be indemnified against such Expenses.  (b)Repayment
of Expenses.  Notwithstanding the
provisions of Section 3(a), the obligation of the Company to advance
Expenses shall be subject to the condition that, if, when and to the extent
that the Company determines that Indemnitee is not entitled to be indemnified
under applicable law, Indemnitee shall reimburse the Company within thirty days
of such determination all such amounts previously paid; provided, however, that if Indemnitee has
commenced or thereafter commences legal proceedings in a court of competent
jurisdiction or arbitration proceedings as set forth in Section 6(a) to
secure a determination that Indemnitee is entitled to be indemnified under
applicable law, any determination made by the Company that Indemnitee is not
entitled to be indemnified under applicable law shall not be binding and
Indemnitee shall not be required to reimburse the Company for any advance of
Expenses until a final judicial determination is made with respect thereto (as
to which all rights of appeal therefrom have been exhausted and lapsed).  4.Determining
Right to Indemnity.  (a)Procedure.  Upon written request by Indemnitee for
indemnification pursuant to Section 2(a), a determination, if required by
applicable law, with respect to Indemnitees entitlement to indemnification
shall be made as follows:  (i) if a
Change of Control (as defined in Section 14) has occurred, by Independent
Counsel (as defined in Section 14) in a written opinion to the Board, a
copy of which shall be delivered to Indemnitee; or (ii) if a Change of
Control has not occurred by one of the following, which shall be at the
election of Indemnitee, (A) a majority vote of the directors of the
Company who are not and were not a party to the Proceeding in respect of which
Indemnitee seeks indemnification (the Disinterested Directors); or (B) a
majority vote of a quorum of the outstanding shares of stock of all classes
entitled to vote for directors, voting as a single class, which quorum shall
consist of stockholders who are not at the time parties to the Proceeding (the Disinterested
Stockholders); or (C) Independent Counsel in a written opinion to the
Board, a copy of which shall be delivered to Indemnitee (each individually, the
Determining Party).  If it is so
determined that Indemnitee is entitled to indemnification, payment to
Indemnitee shall be made within seven days after such determination.  Indemnitee shall cooperate with the
Determining Party with respect to Indemnitees entitlement to indemnification,
including providing to the Determining Party upon request any documentation or
information which is not privileged or otherwise protected from disclosure and
which is reasonably available to Indemnitee and reasonably necessary to such
determination.  Any costs or expenses
(including attorneys fees and disbursements) actually and reasonably incurred
by Indemnitee in so cooperating with the Determining Party shall be borne by
the Company (irrespective of the determination as to Indemnitees entitlement
to  3


indemnification) and the Company hereby
indemnifies and agrees to hold Indemnitee harmless therefrom.  (b)Independent
Counsel.  In the event the
determination of entitlement to indemnification is to be made by an Independent
Counsel pursuant to Section 4(a), the Independent Counsel shall be
selected as follows.  If a Change of
Control has not occurred, the Independent Counsel shall be selected by the
Board, and the Company shall give written notice to Indemnitee of the identity
of the Independent Counsel selected.  If
a Change of Control has occurred, the Independent Counsel shall be selected by
Indemnitee (unless Indemnitee shall request that such selection be made by the
Board, in which event the preceding sentence shall apply), and the Indemnitee
shall give written notice to the Company of the identity of the Independent
Counsel selected.  In either event,
Indemnitee or the Company, as the case may be, may, within ten days after
written notice of the selection is given, deliver to the Company or to
Indemnitee, as the case may be, a written objection to the selection; provided, however, that such objection may
be asserted only on the ground that the Independent Counsel selected does not
meet the requirements of an Independent Counsel, and the objection shall set
forth with particularity the factual basis of such assertion.  If a written objection is made and
substantiated, the Independent Counsel selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court has determined
that such objection is without merit. 
If, within twenty days after submission by Indemnitee of a written
request for indemnification pursuant to Section 2(a), no Independent
Counsel has been selected and not objected to, either the Company or Indemnitee
may petition the Court of Chancery of the State of Delaware for resolution of any
objection which has been made by the Company or Indemnitee to the others
selection of  Independent Counsel and/or
for the appointment of an Independent Counsel by the court, and the person with
respect to whom all objections are so resolved or appointed by the court shall
act as Independent Counsel under Section 4(b).  The Company shall pay all reasonable fees and
expenses incurred by the Independent Counsel in connection with acting pursuant
to Section 4(a), and the Company shall pay all reasonable fees and
expenses incident to the procedures of this Section 4(b), regardless of
the manner in which the Independent Counsel was selected or appointed.  (c)Settlement.  The Company is not required to obtain the
consent of the Indemnitee to the settlement of any Proceeding that the Company
has undertaken to defend if the Company assumes full and sole responsibility
for such settlement and the settlement grants the Indemnitee a complete and
unqualified release in respect of the potential liability.  The Company shall not be liable for any
amount paid by the Indemnitee in settlement of any Proceeding that is not
defended by the Company, unless the Company has consented to such settlement in
writing, which consent shall not be unreasonably withheld.  (d)Selection
of Counsel.  In the event the Company
shall be obligated hereunder to pay the Expenses of any Proceeding, the Company
shall be entitled to assume the defense of such Proceeding, with counsel
approved by Indemnitee (which approval shall not be unreasonably withheld,
delayed or conditioned) upon the delivery to Indemnitee of written notice of
its election to do so.  After delivery of
notice, approval of counsel by Indemnitee and retention of  counsel by the Company, the Company will not
be liable to Indemnitee under this Agreement for any fees of counsel
subsequently incurred by Indemnitee with respect to the same Proceeding; provided that Indemnitee shall have the
right to employ Indemnitees counsel in any  4


such Proceeding at Indemnitees expense and
if (i) the employment of counsel by Indemnitee has been previously
authorized by the Company, (ii) Indemnitee shall have reasonably concluded
that there is a conflict of interest between the Company and Indemnitee in the
conduct of any such defense, or (iii) the Company shall not continue to
retain such counsel to defend such Proceeding, then the fees and expenses of
Indemnitees counsel shall be at the expense of the Company.  5.Presumptions.  (a)Presumptions;
Burden of Proof.  In making a
determination with respect to entitlement to indemnification or the advancement
of Expenses, the Determining Party shall presume that Indemnitee is entitled to
indemnification or advancement of Expenses under this Agreement if Indemnitee
has submitted a request for indemnification or the advancement of Expenses in
accordance with Sections 2(a) and 3(a), and the Company shall have the
burden of proof in connection with any determination contrary to that
presumption.  For purposes of this
Agreement, the termination of any Proceeding by judgment, order, settlement
(whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall
not create a presumption that Indemnitee did not meet any particular standard
of conduct or have any particular belief or that a court has determined that
indemnification is not permitted by applicable law.  In addition, neither the failure of the
Determining Party to have made a determination as to whether Indemnitee has met
any particular standard of conduct or had any particular belief, nor an actual
determination by the Determining Party that Indemnitee has not met such
standard of conduct or did not have such belief, prior to the commencement of
legal proceedings by Indemnitee to secure a judicial determination that
Indemnitee should be indemnified under applicable law, shall be a defense to
Indemnitees claim or create a presumption that Indemnitee has not met any
particular standard of conduct or did not have any particular belief. In
connection with any determination by the Determining Party or otherwise as to
whether Indemnitee is entitled to be indemnified hereunder, the burden of proof
shall be on the Company to establish that Indemnitee is not so entitled.  (b)Timing.  If the Determining Party shall not have made
a determination within sixty days after receipt by the Company of the request
therefor, the requisite determination of entitlement to indemnification shall
be deemed to have been made and Indemnitee shall be entitled to such
indemnification, absent (i) a misstatement by Indemnitee of a material
fact, or an omission of a material fact necessary to make Indemnitees
statement not materially misleading, in connection with the request for indemnification,
or (ii) a prohibition of such indemnification under applicable law; provided, however, that the foregoing
provisions of this Section 5(b) shall not apply (i) if the
determination of entitlement to indemnification is to be made by the Disinterested
Stockholders pursuant to Section 4(a) and if (A) within fifteen
days after receipt by the Company of the request for such determination the
Board has resolved to submit such determination to the Disinterested
Stockholders for their consideration at an annual meeting thereof to be held
within seventy-five days after such receipt and such determination is made
thereat, or (B) a special meeting of stockholders is called within fifteen
days after such receipt for the purpose of making such determination, such
meeting is held for such purpose within sixty days after having been so called
and such determination is made thereat, or (ii) if the determination of
entitlement to indemnification is to be made by an Independent Counsel pursuant
to Section 4(b).  5


(c)Reliance
as Safe Harbor.  For purposes of any
determination of good faith, Indemnitee shall be deemed to have acted in good
faith if Indemnitees actions are based on the records or books of account of
the Company, including financial statements, or on information supplied to
Indemnitee by the officers of the Company in the course of their duties, or on
the advice of legal counsel for the Company or on information or records given
or reports made to the Company by an independent certified public accountant or
by an appraiser or other expert selected with reasonable care by the
Company.  The provisions of this Section 5(c) shall
not be deemed to be exclusive or to limit in any way the other circumstances in
which the Indemnitee may be deemed to have met the applicable standard of
conduct set forth in this Agreement.  (d)Actions
of Others.  The knowledge and/or
actions, or failure to act, of any director, officer, agent or employee of the
Company shall not be imputed to Indemnitee for purposes of determining the
right of indemnification under this Agreement.  6.Remedies
of Indemnitee.  (a)In
the event that (i) a determination is made pursuant to Section 4 that
Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement
of Expenses is not timely made pursuant to Section 3, (iii) no
determination of entitlement to indemnification shall have been made pursuant
to Section 4(b) within sixty days after receipt by the Company of the
request for indemnification, or (iv) payment of indemnification is not
made within seven days after a determination has been made that Indemnitee is
entitled to indemnification, Indemnitee shall be entitled to an adjudication by
the Court of Chancery of the State of Delaware of his or her entitlement to
such indemnification or advancement of Expenses.  Alternatively, Indemnitee, at his or her
option, may seek an award in arbitration to be conducted by a single arbitrator
pursuant to the Commercial Arbitration Rules of the American Arbitration
Association.  Indemnitee shall commence
such proceeding seeking an adjudication or an award in arbitration within 180
days following the date on which Indemnitee first has the right to commence
such proceeding pursuant to this Section 6(a).  (b)In
the event that a determination has been made pursuant to Section 4(a) of
this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 6 shall be
conducted in all respects as a de novotrial
or arbitration, on the merits and Indemnitee shall not be prejudiced by reason
of that adverse determination.  (c)If
a determination has been made pursuant to Section 4(a) that
Indemnitee is entitled to indemnification, the Company shall be bound by such
determination in any judicial proceeding or arbitration commenced pursuant to
this Section 6, absent (i) a misstatement by Indemnitee of a material
fact, or an omission of a material fact necessary to make Indemnitees statement
not materially misleading, in connection with the request for indemnification,
or (ii) a prohibition on such indemnification under applicable law.  (d)In
the event that Indemnitee, pursuant to this Section 6, seeks a judicial
adjudication of or an award in arbitration to enforce his or her rights under,
or to recover damages for breach of, this Agreement, Indemnitee shall be
entitled to recover from the Company, and shall be indemnified by the Company
against, any and all Expenses actually and  6


reasonably incurred by him or her in such
judicial adjudication or arbitration, but only if he or she prevails
therein.  If it shall be determined in
said judicial adjudication or arbitration that Indemnitee is entitled to
receive part but not all of the indemnification or advancement of Expenses
sought, the Expenses incurred by Indemnitee in connection with such judicial
adjudication or arbitration shall be appropriately prorated.  The Company shall indemnify Indemnitee
against any and all Expense and, if requested by Indemnitee, shall (within ten
days after receipt by the Company of a written request therefor) advance such
expenses to Indemnitee, which are incurred by Indemnitee in connection with any
action brought by Indemnitee for indemnification or advancement of Expenses
from the Company under this Agreement or under any directors and officers
liability insurance policies maintained by the Company, regardless of whether
Indemnitee ultimately is determined to be entitled to such indemnification,
advancement of Expenses or insurance recovery, as the case may be.  (e)The
Company shall be precluded from asserting in any judicial proceeding or
arbitration commenced pursuant to this Section 6 that the procedures and
presumptions of this Agreement are not valid, binding and enforceable and shall
stipulate in any court or before any arbitrator that the Company is bound by
all provisions of this Agreement.  7.Contribution.  (a)If
the indemnification provided for in Section 1(a) for any reason is
held by a court of competent jurisdiction to be unavailable to Indemnitee in
respect of any Proceeding and/or in respect of any Expenses in connection
therewith, then the Company, in lieu of indemnifying Indemnitee, shall
contribute to the amount paid or payable by Indemnitee as a result of such
Proceeding (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company and Indemnitee with respect to the
Indemnification Event, or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company and Indemnitee in connection with the
Indemnification Event, as well as any other relevant equitable
considerations.  In connection with the
registration of the Companys securities, the relative benefits received by the
Company and Indemnitee shall be deemed to be in the same respective proportions
that the net proceeds from the offering (before deducting expenses) received by
the Company and the Indemnitee, in each case as set forth in the table on the
cover page of the applicable prospectus, bear to the aggregate public offering
price of the securities so offered.  The
relative fault of the Company and Indemnitee shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or Indemnitee and the parties
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.  The Company and Indemnitee agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by
pro rata or per capita allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the
immediately preceding paragraph.  In
connection with the registration of the Companys securities, in no event shall
an Indemnitee be required to contribute any amount under this Section 7 in
excess of the lesser of (i) that proportion of the total of such losses,
claims, damages or liabilities indemnified against equal to the proportion of
the total securities sold under such  7


registration statement which is
being sold by Indemnitee or (ii) the proceeds received by Indemnitee from
its sale of securities under such registration statement.  No person found guilty of fraudulent
misrepresentation (within the meaning of Section 10(f) of the
Securities Act of 1933) shall be entitled to contribution from any person who
was not found guilty of such fraudulent misrepresentation.  8.Nonexclusivity.  The indemnification provided by this
Agreement shall be in addition to any rights to which Indemnitee may be
entitled under the Companys certificate of incorporation (as amended from time
to time, the Certificate of Incorporation), its Bylaws, any agreement, any
vote of stockholders or Disinterested Directors, the DGCL, or otherwise. The
indemnification provided under this Agreement shall continue as to Indemnitee
for any action Indemnitee took or did not take while serving in an indemnified
capacity even though Indemnitee may have ceased to serve in such capacity.  9.No
Duplication of Payments.  The
Company shall not be liable under this Agreement to make any payment in
connection with any Proceeding commenced or threatened against Indemnitee to
the extent Indemnitee has otherwise actually received payment (under any
insurance policy, the Certificate of Incorporation, the Bylaws or otherwise) of
the amounts otherwise indemnifiable hereunder.  10.Mutual
Acknowledgement.  The Company and
Indemnitee acknowledge that in certain instances, federal law or applicable
public policy may prohibit the Company from indemnifying its directors,
officers, employees, controlling persons, agents or fiduciaries under this
Agreement or otherwise.  Each Indemnitee
understands and acknowledges that the Company has undertaken or may be required
in the future to undertake with the Securities and Exchange Commission to
submit the question of indemnification to a court in certain circumstances for
a determination of the Companys rights under public policy to indemnify
Indemnitee.  11.Exceptions.  Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:  (a)Proceedings
Initiated by Indemnitee.  To
indemnify or advance Expenses to Indemnitee with respect to Proceedings
initiated or brought voluntarily by Indemnitee and not by way of defense,
except (i) with respect to actions or proceedings to establish or enforce
a right to indemnification under this Agreement or any other agreement or
insurance policy or under the Certificate of Incorporation or Bylaws now or
hereafter in effect relating to Indemnification Events, (ii) in specific
cases if the Board has approved the initiation or bringing of such Proceeding,
or (iii) as otherwise required under Section 145 of the DGCL,
regardless of whether Indemnitee ultimately is determined to be entitled to
such indemnification, advance Expense payment or insurance recovery, as the
case may be; or  (b)Proceedings
Under Section 16(b).  To
indemnify Indemnitee for Proceedings arising from the purchase and sale by
Indemnitee of securities in violation of Section 16(b) of the
Securities Exchange Act of 1934, as amended (the Exchange Act), or any
similar or successor statute; or  8


(c)Proceedings
Excluded Under Section 145 of the DGCL.  To indemnify Indemnitee if (i) Indemnitee
did not act in good faith or in a manner reasonably believed by such Indemnitee
to be in or not opposed to the best interests of the Company, or (ii) with
respect to any criminal or civil enforcement action or proceeding, Indemnitee
had reasonable cause to believe Indemnitees conduct was unlawful, or (iii) Indemnitee
is adjudged to be liable to the Company unless and only to the extent the court
in such action permits indemnification as provided in Section 145(b) of
the DGCL.  12.Change
in Law.In the event of any
change after the date of this Agreement in any applicable law, statute or rule which
expands the right of a Delaware corporation to indemnity a member of its Board
or an officer, employee, controlling person, agent or fiduciary, it is the
intent of the parties hereto that Indemnitee shall enjoy by this Agreement the
greater benefits afforded by such change. 
In the event of any change in any applicable law, statute or rule which
narrows the right of a Delaware corporation to indemnify a member of its Board
or an officer, employee, agent or fiduciary, such change, to the extent not
otherwise required by such law, statute or rule to be applied to this
Agreement, shall have no effect on this Agreement or the parties rights and
obligations hereunder except as set forth in Section 11(a).  13.Period
of Limitations.  No legal action
shall be brought and no cause of action shall be asserted by or in the right of
the Company against any Indemnitee, any Indemnitees estate, spouse, heirs,
executors or personal or legal representatives after the expiration of five
years from the date of accrual of such cause of action, and any claim or cause
of action of the Company shall be extinguished and deemed released unless
asserted by the timely filing of a legal action within such five-year period; provided, however, that if any shorter
period of limitations is otherwise applicable to any such cause of action, such
shorter period shall govern.  14.Definitions.  (a)For
purposes of this Agreement, references to the Company shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees, agents or fiduciaries, so that if
Indemnitee is or was a director, officer, employee, agent, control person, or
fiduciary of such constituent corporation, or is or was serving at the request
of such constituent corporation as a director, officer, employee, control
person, agent or fiduciary of another corporation, partnership, joint venture,
employee benefit plan, trust or other enterprise, Indemnitee shall stand in the
same position under the provisions of this Agreement with respect to the
resulting or surviving corporation as Indemnitee would have with respect to
such constituent corporation if its separate existence had continued.  (b)For
purposes of this Agreement, references to other enterprises shall include
employee benefit plans; references to fines shall include any excise taxes
assessed on  Indemnitee with respect to
an employee benefit plan; and references to serving at the request of the
Company shall include any service as a director, officer, employee, agent or
fiduciary of the Company which imposes duties on, or involves services by, such
director, officer, employee, agent or fiduciary with respect to an employee
benefit plan, its participants or its beneficiaries; and if Indemnitee acted in
good faith and in a manner reasonably believed to be in the interests  9


of the participants and beneficiaries of an
employee benefit plan, Indemnitee shall be deemed to have acted in a manner not
opposed to the best interests of the Company as referred to in this Agreement.  (c)For
purposes of this Agreement, a Change in Control shall be deemed to have
occurred if (i) any person (as such term is used in Sections 13(d)(3) and
14(d)(2) of the the Exchange Act), other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or a
corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company, (A) who
is or becomes the beneficial owner, directly or indirectly, of securities of
the Company representing 10% or more of the combined voting power of the
Companys then outstanding Voting Securities, increases his or her beneficial
ownership of such securities by 5% or more over the percentage so owned by such
person, or (B) becomes the beneficial owner (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing more than 20% of the total voting power represented by the Companys
then outstanding Voting Securities, (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of the Company and any new director whose election by the Board of
the Company or nomination for election by the Companys stockholders was
approved by a vote of at least two-thirds of the directors then still in office
who either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the stockholders of the Company
approve a merger or consolidation of the Company with any other corporation
other than a merger or consolidation which would result in the Voting
Securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into Voting
Securities of the surviving entity) at least 80% of the total voting power represented
by the Voting Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of (in one transaction or a series
of transactions) all or substantially all of the Companys assets.  (d)For
purposes of this Agreement, Independent Counsel shall mean an attorney or
firm of attorneys, selected in accordance with the provisions of Section 4(b),
that is experienced in matters of corporate law and who shall not have
otherwise performed services for the Company or Indemnitee within the last
three years (other than with respect to matters concerning the right of any
Indemnitee under this Agreement, or of other indemnitees under similar
indemnity agreements) and shall not have otherwise performed services for any
other party to the Proceeding giving rise to a claim for indemnification
hereunder.  Notwithstanding the foregoing,
the term Independent Counsel shall not include any person, who, under the
applicable standards of professional conduct then prevailing, would have a
conflict of interest in representing either the Company or Indemnitee in an
action to determine Indemnitees rights under this Agreement.  (e)For
purposes of this Agreement, Voting Securities shall mean any securities of
the Company that vote generally in the election of directors.  10


15.Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.  16.Binding
Effect; Successors and Assigns. 
This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors, assigns,
including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business and/or assets of the
Company, spouses, heirs, and personal and legal representatives. The Company
shall require and cause any successor (whether direct or indirect by purchase,
merger, consolidation or otherwise) to all, substantially all, or a substantial
part, of the business and/or assets of the Company, expressly to assume and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform if no such succession had taken place.
This Agreement shall continue in effect with respect to Proceedings relating to
Indemnification Events regardless of whether any Indemnitee continues to serve
as a director, officer, employee, agent, controlling person, or fiduciary of
the Company or of any other enterprise, including subsidiaries of the Company,
at the Companys request.  17.Attorneys
Fees.  In the event that any
action is instituted by Indemnitee under this Agreement or under any liability
insurance policies maintained by the Company to enforce or interpret any of the
terms hereof or thereof, Indemnitee shall be entitled to be paid all Expenses
incurred by Indemnitee with respect to such action if Indemnitee is ultimately
successful in such action, and shall be entitled to the advancement of Expenses
with respect to such action, unless, as a part of such action, a court of competent
jurisdiction over such action determines that the material assertions made by
Indemnitee as a basis for such action were not made in good faith or were
frivolous. In the event of an action instituted by or in the name of the
Company under this Agreement to enforce or interpret any of the terms of this
Agreement, Indemnitee shall be entitled to be paid all Expenses incurred by
Indemnitee in defense of such action (including costs and expenses incurred
with respect to Indemnitee counterclaims and cross-claims made in such action),
and shall be entitled to the advancement of Expenses with respect to such
action, unless, as a part of such action, a court having jurisdiction over such
action determines that the Indemnitees material defenses to such action were
made in bad faith or were frivolous.  18.Notice.  All notices and other communications required
or permitted hereunder shall be in writing, shall be effective when given, and
shall in any event be deemed to be given (a) five calendar days after
deposit with the U.S. Postal Service or other applicable postal service, if
delivered by first class mail, postage prepaid, (b) upon delivery, if
delivered by hand, (c) one business day after the business day of deposit
with Federal Express or similar overnight courier, freight prepaid, or (d) one
day after the business day of delivery by facsimile transmission, if
deliverable by facsimile transmission, with copy by first class mail, postage
prepaid, and shall be addressed if to Indemnitee, at Indemnitees address as
set forth beneath Indemnitees signature to this Agreement and if to the
Company at the address of its principal corporate offices (attention: Chief
Executive Officer) or at such other address as such party may designate by ten
calendar days advance written notice to the other party hereto.  19.Consent
to Jurisdiction.  Except with
respect to any arbitration commenced by Indemnitee pursuant to Section 6,
the Company and Indemnitee irrevocably consent to the  11


jurisdiction of the courts of the State of
Delaware for all purposes in connection with any action or proceeding which
arises out of or relates to this Agreement and agree that any action instituted
under this Agreement shall be commenced, prosecuted and continued only in the
Court of Chancery of the State of Delaware in and for New Castle County, which
shall be the exclusive and only proper forum for adjudicating such a claim and
waive any objection to the laying of venue of any such action or proceeding in
a Delaware court and agree not to plead or to make any claim that any such
action or proceeding brought in a Delaware court has been brought in an
improper or otherwise inconvenient forum.  20.Severability.  The provisions of this Agreement shall be
severable in the event that any of the provisions hereof (including any
provision within a single section, paragraph or sentence) are held by a court
of competent jurisdiction to be invalid, void or otherwise unenforceable, and
the remaining provisions shall remain enforceable to the fullest extent
permitted by law. Furthermore, to the fullest extent possible, the provisions
of this Agreement (including, without limitations, each portion of this
Agreement containing any provision held to be invalid, void or otherwise
unenforceable, that is not itself invalid, void or unenforceable) shall be
construed so as to give effect to the intent manifested by the provision held
invalid, illegal or unenforceable.  21.Choice
of Law.  This Agreement shall be
governed by and its provisions construed and enforced in accordance with the
laws of the State of Delaware, as applied to contracts between Delaware
residents, entered into and to be performed entirely within the State of
Delaware, without regard to the conflict of laws principles thereof.  22.Subrogation.  In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee who shall execute all documents required and
shall do all acts that may be necessary to secure such rights and to enable the
Company effectively to bring suit to enforce such rights.  23.Amendment
and Termination.  No amendment,
modification, termination or cancellation of this Agreement shall be effective
unless it is in writing signed by all parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provisions hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.  24.Integration
and Entire Agreement.  This
Agreement sets forth the entire understanding between the parties hereto and
supersedes and merges all previous written and oral negotiations, commitments,
understandings and agreements relating to the subject matter hereof between the
parties hereto.  25.No
Construction as Employment Agreement. 
Nothing contained in this Agreement shall be construed as giving
Indemnitee any right to be retained in the employ or service of the Company or
any of its subsidiaries in Indemnitees current capacity or any other capacity.  26.Corporate
Authority.  The Board of the
Company has approved the terms of this Agreement.  12


IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
and as of the day and year first above written.   INDEMNITEEPrint Name:Address:UNITED ONLINE, INC.,a Delaware corporationBy:Mark R. GoldstonChairman, President and Chief Executive
  OfficerAddress:  13