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                                                                   Exhibit 10.20

                             ADOPTION AGREEMENT FOR

                              USI CONSULTING GROUP
                     NON-STANDARDIZED 401(K) PROFIT SHARING
                                 PLAN AND TRUST

         The undersigned Employer adopts the USI Consulting Group
Non-Standardized 401(k) Profit Sharing Plan and Trust for those Employees who
shall qualify as Participants hereunder, to be known as the

A1       LendingTree.com 401(k) Retirement Savings Plan
         -----------------------------------------------------------------------
                                (Enter Plan Name)

It shall be effective as of the date specified below. The Employer hereby
selects the following Plan specifications:

CAUTION: The failure to properly fill out this Adoption Agreement may result in
         disqualification of the Plan.

EMPLOYER INFORMATION

B1       Name of Employer      LendingTree, Inc.
                               -------------------------------------------------

                               -------------------------------------------------

B2       Address      6701 Carmel Road, Suite 205
                      ----------------------------------------------------------

                      Charlotte                     ,  NC         28226
                      ------------------------------   --------   --------------
                                 City                    State      Zip

         Telephone    (704) 944-2110
                      --------------------------

B3       Employer Identification Number  25-1795344
                                         -------------------------

B4       Date Business Commenced  January 7, 1996
                                  --------------------------------

B5       TYPE OF ENTITY

         a.   ( ) S Corporation
         b.   ( ) Professional Service Corporation
         c.   (X) Corporation
         d.   ( ) Sole Proprietorship
         e.   ( ) Partnership
         f.   ( ) Other
                       ---------

         AND, is the Employer a member of...
              g.    a controlled group?   ( ) Yes    (X) No
              h.    an affiliated service group?   ( ) Yes    (X) No

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B6       NAME(S) OF TRUSTEE(S)

         a.   Keith Hall
              ------------------------------------------------------------------

         b.   Matthew Packey
              ------------------------------------------------------------------

         c.   Virginia Rebata
              ------------------------------------------------------------------

         d.
              ------------------------------------------------------------------

         e.
              ------------------------------------------------------------------

B7       TRUSTEES' ADDRESS

         a.   (X)   Use Employer Address

         b.   ( )





B8       LOCATION OF EMPLOYER'S PRINCIPAL OFFICE:

         a.   (X)   State   b.  (   ) Commonwealth of c.   North Carolina   and
                                                        --------------------
                    this Plan and Trust shall be governed under the same.

B9       EMPLOYER FISCAL YEAR means the 12 consecutive month period:

         Commencing on a.  January 1                     (e.g., January 1st) and
                          -------------------------------
                                month          day

         ending on b.  December 31                        .
                      ------------------------------------
                                month            day

                                        2

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PLAN INFORMATION

C1       EFFECTIVE DATE

         This Adoption Agreement of the USI Consulting Group Non-Standardized
         401(k) Profit Sharing Plan and Trust shall:

         a.   (X)   establish a new Plan and Trust effective as of  May 1, 2000
                                                                  --------------
                    (hereinafter called the "Effective Date").

         b.   ( )   constitute an amendment and restatement in its entirety of a
                    previously established qualified Plan and Trust of the
                    Employer which was effective ____ (hereinafter called the
                    "Effective Date"). Except as specifically provided in the
                    Plan, the effective date of this amendment and restatement
                    is ____ (For TRA '86 amendments, enter the first day of the
                    first Plan Year beginning in 1989).

C2       PLAN YEAR means the 12 consecutive month period:

         Commencing on a.  January 1         (e.g., January 1st) and
                          ------------------

         ending on b.  December 31  .
                      --------------

         IS THERE A SHORT PLAN YEAR?

         c.   ( )   No
         d.   (X)   Yes, beginning  May 1
                                   ---------

                    and ending  December 31.
                               -----------------------------

C3       ANNIVERSARY DATE of Plan (Annual Valuation Date)

         a.  December 31
            ---------------------------------
                    month        day

C4       PLAN NUMBER assigned by the Employer (select one)

         a. (X) 001   b. ( ) 002   c. ( ) 003   d. ( ) Other
                                                            --------

C5       NAME OF PLAN ADMINISTRATOR (Document provides for the Employer to
         appoint an Administrator. If none is named, the Employer will become
         the Administrator.)

         a.   (X)   Employer  (Use Employer Address)

         b.   ( )   Name
                         -------------------------------------------------------

                    Address      ( ) Use Employer Address

                                 -----------------------------------------------

                                                      ,
                                 ---------------------   ---------   -----------
                                         City               State         Zip

                    Telephone
                             ------------------------------

                    Administrator's I.D. Number
                                               --------------------------------

                                        3

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C6       PLAN'S AGENT FOR SERVICE OF LEGAL PROCESS

         a.   (X)   Employer (Use Employer Address)

         b.   ( )   Name
                        --------------------------------------------------------

                    Address
                           -----------------------------------------------------

                                        4

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ELIGIBILITY, VESTING AND RETIREMENT AGE

D1       ELIGIBLE EMPLOYEES (Plan Section 1.15) shall mean:

         a.   (X) all Employees who have satisfied the eligibility requirements.
         b.   ( ) all Employees who have satisfied the eligibility requirements
                  except those checked below:

              1.    ( )  Employees paid by commissions only.
              2.    ( )  Employees hourly paid.
              3.    ( )  Employees paid by salary.
              4.    ( )  Employees whose employment is governed by a
                         collective bargaining agreement between the Employer
                         and "employee representatives" under which retirement
                         benefits were the subject of good faith bargaining.
                         For this purpose, the term "employee representatives"
                         does not include any organization more than half of
                         whose members are employees who are owners, officers,
                         or executives of the Employer.
              5.    ( )  Highly Compensated Employees.
              6.    ( )  Employees who are non-resident aliens who received no
                         earned income (within the meaning of Code Section
                         911(d)(2)) from the Employer which constitutes income
                         from sources within the United States (within the
                         meaning of Code Section 861(a)(3)).
              7.    ( )  Other______

         NOTE:    For purposes of this section, the term Employee shall include
                  all Employees of this Employer and any leased employees deemed
                  to be Employees under Code Section 414(n) or 414(o).

D2       EMPLOYEES OF AFFILIATED EMPLOYERS (Plan Section 1.16)

         Employees of Affiliated Employers:

         a.   (X)   will not or N/A
         b.   ( )   will

         be treated as Employees of the Employer adopting the Plan.

         NOTE:    If D2b is elected, each Affiliated Employer should execute
                  this Adoption Agreement as a Participating Employer.

                                        5

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D3       HOURS OF SERVICE (Plan Section 1.31) will be determined on the basis of
         the method selected below. Only one method may be selected. The method
         selected will be applied to all Employees covered under the Plan.

         a.   (X) On the basis of actual hours for which an Employee is paid or
                  entitled to payment.
         b.   ( ) On the basis of days worked. An Employee will be credited with
                  ten (10) Hours of Service if under the Plan such Employee
                  would be credited with at least one (1) Hour of Service during
                  the day.
         c.   ( ) On the basis of weeks worked. An Employee will be credited
                  forty-five (45) Hours of Service if under the Plan such
                  Employee would be credited with at least one (1) Hour of
                  Service during the week.
         d.   ( ) On the basis of semi-monthly payroll periods. An Employee will
                  be credited ninety-five (95) Hours of Service if under the
                  Plan such Employee would be credited with at least one (1)
                  Hour of Service during the semi-monthly payroll period.
         e.   ( ) On the basis of months worked. An Employee will be credited
                  one hundred ninety (190) Hours of Service if under the Plan
                  such Employee would be credited with at least one (1) Hour of
                  Service during the month.

D4       CONDITIONS OF ELIGIBILITY (Plan Section 3.1)
         (Check either a OR b and c, and if applicable, d)

         Any Eligible Employee will be eligible to participate in the Plan if
         such Eligible Employee has satisfied the service and age requirements,
         if any, specified below:

         a.   ( )   NO AGE OR SERVICE REQUIRED.

         b.   (X)   SERVICE REQUIREMENT. (may not exceed 1 year)

              1.    ( )  None
              2.    ( )  1/2 Year of Service
              3.    ( )  1 Year of Service
              4.    (X)  Other   30 days
                              ------------

         NOTE:    If the Year(s) of Service selected is or includes a fractional
                  year, an Employee will not be required to complete any
                  specified number of Hours of Service to receive credit for
                  such fractional year. If expressed in Months of Service, an
                  Employee will not be required to complete any specified number
                  of Hours of Service in a particular month.

         c.   (X)   AGE REQUIREMENT (may not exceed 21)

              1.    ( )  N/A - No Age Requirement.
              2.    ( )  20 1/2
              3.    (X)  21
              4.    ( )  Other________

         d.   ( )   FOR NEW PLANS ONLY - Regardless of any of the above age or
                    service requirements, any Eligible Employee who was employed
                    on the Effective Date of the Plan shall be eligible to
                    participate hereunder and shall enter the Plan as of such
                    date.

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D5       EFFECTIVE DATE OF PARTICIPATION (Plan Section 3.2) An Eligible Employee
         shall become a Participant as of:

         a.   ( ) the first day of the Plan Year in which he met the
                  requirements.
         b.   ( ) the first day of the Plan Year in which he met the
                  requirements, if he met the requirements in the first 6 months
                  of the Plan Year, or as of the first day of the next
                  succeeding Plan Year if he met the requirements in the last 6
                  months of the Plan Year.
         c.   ( ) the earlier of the first day of the seventh month or the first
                  day of the Plan Year coinciding with or next following the
                  date on which he met the requirements.
         d.   ( ) the first day of the Plan Year next following the date on
                  which he met the requirements. (Eligibility must be 1/2 Year
                  of Service or less or 1 1/2 Years of Service or less if 100%
                  immediate vesting is selected and age 20 1/2 or less.)
         e.   (X) the first day of the month coinciding with or next following
                  the date on which he met the requirements.
         f.   ( ) Other:______________, provided that an Employee who has
                  satisfied the maximum age and service requirements that are
                  permissible in Section D4 above and who is otherwise entitled
                  to participate, shall commence participation no later than the
                  earlier of (a) 6 months after such requirements are satisfied,
                  or (b) the first day of the first Plan Year after such
                  requirements are satisfied, unless the Employee separates from
                  service before such participation date.

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D6       VESTING OF PARTICIPANT'S INTEREST (Plan Section 6.4(b))

         The vesting schedule, based on number of Years of Service, shall be as
follows:

         a.   ( ) 100% upon entering Plan. (Required if eligibility requirement
                  is greater than one (1) Year of Service.)

         b.   ( ) 0-2 years         0%          c.   ( ) 0-4 years       0%
                    3 years       100%                     5 years     100%

         d.   ( ) 0-1 year          0%          e.   ( )   1 year       25%
                    2 years        20%                     2 years      50%
                    3 years        40%                     3 years      75%
                    4 years        60%                     4 years     100%
                    5 years        80%
                    6 years       100%

         f.   ( )   1 year         20%          g.   ( ) 0-2 years       0%
                    2 years        40%                     3 years      20%
                    3 years        60%                     4 years      40%
                    4 years        80%                     5 years      60%
                    5 years       100%                     6 years      80%
                                                           7 years     100%

         h.   (X) Other - Must be at least as liberal as either c. or g. above.

                     Years of Service                   Percentage

                              1                            50%
                   -------------------------          ---------------
                              2                            100%
                   -------------------------          ---------------

D7       FOR AMENDED PLANS (Plan Section 6.4(f)) If the vesting schedule has
         been amended to a less favorable schedule, enter the pre-amended
         schedule below:

         a.   ( ) Vesting schedule has not been amended or amended schedule is
                  more favorable in all years.

         b.   ( ) Years of Service           Percentage

                  -------------------       ---------------

                  -------------------       ---------------

                  -------------------       ---------------

                  -------------------       ---------------

                  -------------------       ---------------

                  -------------------       ---------------

                  -------------------       ---------------

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D8       TOP HEAVY VESTING (Plan Section 6.4(c)) If this Plan becomes a Top
         Heavy Plan, the following vesting schedule, based on number of Years of
         Service, for such Plan Year and each succeeding Plan Year, whether or
         not the Plan is a Top Heavy Plan, shall apply and shall be treated as a
         Plan amendment pursuant to this Plan. Once effective, this schedule
         shall also apply to any contributions made prior to the effective date
         of Code Section 416 and/or before the Plan became a Top Heavy Plan.

         a.   (X) N/A (D6a, b, d, e or f was selected)

         b.   ( ) 0-1 year         0%              c.  ( ) 0-2 years    0%
                    2 years       20%                        3 years  100%
                    3 years       40%
                    4 years       60%
                    5 years       80%
                    6 years      100%

         NOTE:    This section does not apply to the Account balances of any
                  Participant who does not have an Hour of Service after the
                  Plan has initially become top heavy. Such Participant's
                  Account balance attributable to Employer contributions and
                  Forfeitures will be determined without regard to this section.

D9       VESTING (Plan Section 6.4(h)) In determining Years of Service for
         vesting purposes, Years of Service attributable to the following shall
         be EXCLUDED:

         a.   (X) Service prior to the Effective Date of         b. ( ) N/A.
                  the Plan or a predecessor plan.
         c.   ( ) Service prior to the time an Employee          d. (X) N/A.
                  attained age 18.

D10     PLAN SHALL RECOGNIZE SERVICE WITH PREDECESSOR EMPLOYER

        a.   (X) No.
        b.   ( ) Yes: Years of Service with _____ shall be recognized for the
                 purpose of this Plan.

         NOTE:    If the predecessor Employer maintained this qualified Plan,
                  then Years of Service with such predecessor Employer shall be
                  recognized pursuant to Section 1.74 and b. must be marked.

D11     NORMAL RETIREMENT AGE ("NRA") (Plan Section 1.42) means:

        a.   (X) the date a Participant attains his   65th   birthday.
                 (not to exceed 65th)               --------
        b.   ( ) the later of the date a Participant attains his _______
                 birthday (not to exceed 65th) or the c. (not to exceed 5th)
                 anniversary of the first day of the Plan Year in which
                 participation in the Plan commenced.

D12     NORMAL RETIREMENT DATE (Plan Section 1.43) shall commence:

        a.   ( ) as of the Participant's "NRA."

              OR (must select b. or c. AND 1. or 2.)

        b.   (X) as of the first day of the month...
        c.   ( ) as of the Anniversary Date...

             1.  (X)  coinciding with or next following the Participant's "NRA."
             2.  ( )  nearest the Participant's "NRA."

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D13     EARLY RETIREMENT DATE (Plan Section 1.12) means the:

        a.   (X) No Early Retirement provision provided.
        b.   ( ) date on which a Participant...
        c.   ( ) first day of the month coinciding with or next following the
                 date on which a Participant...
        d.   ( ) Anniversary Date coinciding with or next following the date on
                 which a Participant...

         AND, if b., c. or d. was selected...

              1.    ( )  attains his _____ birthday and has
              2.    ( )  completed at least _____ Years of Service.

                                       10

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CONTRIBUTIONS, ALLOCATIONS AND DISTRIBUTIONS

E1       a.   COMPENSATION (Plan Section 1.9) with respect to any Participant
              means:

              1.    ( )  Wages, tips and other Compensation on Form W-2.
              2.    (X)  Section 3401(a) wages (wages for withholding purposes).
              3.    ( )  415 safe-harbor compensation.

              AND COMPENSATION

              1.    ( )  shall
              2.    (X)  shall not

              exclude (even if includible in gross income) reimbursements or
              other expense allowances, fringe benefits (cash or noncash),
              moving expenses, deferred compensation, and welfare benefits.

         b.   COMPENSATION shall be

              1.    (X)  actually paid (must be selected if Plan is integrated)
              2.    ( )  accrued

         c.   HOWEVER, FOR NON-INTEGRATED PLANS, Compensation shall exclude
              (select all that apply):

              1.    ( )  N/A. No exclusions
              2.    ( )  overtime
              3.    (X)  bonuses
              4.    ( )  commissions
              5.    ( )  other______

         d.   FOR PURPOSES OF THIS SECTION E1, Compensation shall be based on:

              1.    (X)  the Plan Year.
              2.    ( )  the Fiscal Year coinciding with or ending within the
                         Plan Year.
              3.    ( )  the Calendar Year coinciding with or ending within the
                         Plan Year.

         NOTE:    The Limitation Year shall be the same as the year on which
                  Compensation is based.

         e.   HOWEVER, for an Employee's first year of participation,
              Compensation shall be recognized as of:

              1.    (X)  the first day of the Plan Year.
              2.    ( )  the date the Participant entered the Plan.

         f.   IN ADDITION, COMPENSATION and "414(s) Compensation"
              1. (X) shall  2. ( ) shall not include compensation which is not
              currently includible in the Participant's gross income by reason
              of the application of Code Sections 125, 402(a)(8), 402(h)(1)(B)
              or 403(b).

                                       11

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E2       SALARY REDUCTION ARRANGEMENT - ELECTIVE CONTRIBUTION
         (Plan Section 11.2) Each Employee may elect to have his Compensation
reduced by:

         a.   ( ) ______%
         b.   ( ) up to ______%
         c.   ( ) from _____% to _____%
         d.   (X) up to the maximum percentage allowable not to exceed the
                  limits of Code Sections 401(k), 404 and 415.

         AND...

         e.   (X) A Participant may elect to commence salary reductions as of
                  the first day of any month following satisfaction of the
                  Plan's eligibility requirements (ENTER AT LEAST ONE DATE OR
                  PERIOD). A Participant may modify the amount of salary
                  reductions as of the first day of each calendar quarter (ENTER
                  AT LEAST ONE DATE OR PERIOD).

         AND...

              Shall cash bonuses paid within 2 1/2 months after the end of the
              Plan Year be subject to the salary reduction election?

         f.   ( ) Yes
         g.   (X) No

E3       FORMULA FOR DETERMINING EMPLOYER'S MATCHING CONTRIBUTION
         (Plan Section 11.1(b))

         a.   ( ) N/A. There shall be no matching contributions.
         b.   ( ) The Employer shall make matching contributions equal to
                  ______% (e.g. 50%) of the Participant's salary reductions.
         c.   (X) The Employer may make matching contributions equal to a
                  discretionary percentage, to be determined by the Employer, of
                  the Participant's salary reductions.
         d.   ( ) The Employer shall make matching contributions equal to the
                  sum of _____% of the portion of the Participant's salary
                  reduction which does not exceed _____% of the Participant's
                  Compensation plus _____% of the portion of the Participant's
                  salary reduction which exceeds _____% of the Participant's
                  Compensation, but does not exceed _____% of the Participant's
                  Compensation.
         e.   ( ) The Employer shall make matching contributions equal to the
                  percentage determined under the following schedule:

                    Participant's Total                  Matching Percentage
                     Years of Service


           ------------------------------------       --------------------------

           ------------------------------------       --------------------------

           ------------------------------------       --------------------------

                                       12

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         FOR PLANS WITH MATCHING CONTRIBUTIONS

         f.   (X) Matching contributions g. ( ) shall h. (X) shall not be used
                  in satisfying the deferral percentage tests. (If used, full
                  vesting and restrictions on withdrawals will apply and the
                  match will be deemed to be an Elective Contribution).
         i.   (X) Shall a Year of Service be required in order to share in the
                  matching contribution?

              With respect to Plan Years beginning after 1989...
                    1. ( )  Yes (Could cause Plan to violate minimum
                            participation and coverage requirements under Code
                            Sections 401(a)(26) and 410)
                    2. (X)  No

              With respect to Plan Years beginning before 1990...
                    1. (X)  N/A, new Plan, or same as years beginning after 1989
                    2. ( )  Yes
                    3. ( )  No

         j.   (X) In determining matching contributions, only salary
                  reductions up to   4  % of a Participant's
                                   -----
                  Compensation will be matched.        k. ( )  N/A
         l.   ( ) The matching contribution made on behalf of a Participant for
                  any Plan Year shall not exceed $______.      m. (X)  N/A
         n.   (X) Matching contributions shall be made on behalf of
                  1.   (X)  all Participants.
                  2.   ( )  only Non-Highly Compensated Employees.

         o.   ( ) Notwithstanding anything in the Plan to the contrary, all
                  matching contributions which relate to distributions of Excess
                  Deferred Compensation, Excess Contributions, and Excess
                  Aggregate Contributions shall be Forfeited. (Select this
                  option only if it is applicable.)

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<PAGE>   14

E4       WILL A DISCRETIONARY EMPLOYER CONTRIBUTION BE PROVIDED (OTHER THAN A
         DISCRETIONARY MATCHING OR QUALIFIED NON-ELECTIVE CONTRIBUTION) (Plan
         Section 11.1(c))?

         a.   ( ) No.
         b.   ( ) Yes, the Employer may make a discretionary contribution out of
                  its current or accumulated Net Profit.
         c.   (X) Yes, the Employer may make a discretionary contribution which
                  is not limited to its current or accumulated Net Profit.

         IF YES (b. or c. is selected above), the Employer's discretionary
         contribution shall be allocated as follows:

         d.   (X) FOR A NON-INTEGRATED PLAN

         The Employer discretionary contribution for the Plan Year shall be
         allocated in the same ratio as each Participant's Compensation bears to
         the total of such Compensation of all Participants.

         e.   ( ) FOR AN INTEGRATED PLAN

         The Employer discretionary contribution for the Plan Year shall be
         allocated in accordance with Plan Section 4.3(b)(2) based on a
         Participant's Compensation in excess of:

              f.    ( )  The Taxable Wage Base.
              g.    ( )  The greater of $10,000 or 20% of the Taxable Wage Base.
              h.    ( )  _____% of the Taxable Wage Base. (See Note below)
              i.    ( )  $______. (see Note below)

         NOTE:    The integration percentage of 5.7% shall be reduced to:

                  1.       4.3% if h. or i. above is more than 20% and less than
                           or equal to 80% of the Taxable Wage Base.
                  2.       5.4% if h. or i. above is less than 100% and more
                           than 80% of the Taxable Wage Base.

E5       QUALIFIED NON-ELECTIVE CONTRIBUTIONS (Plan Section 11.1(d))

         a.   (X) N/A. There shall be no Qualified Non-Elective Contributions
                  except as provided in Sections 11.5(b) and 11.7(h).
         b.   ( ) The Employer shall make a Qualified Non-Elective Contribution
                  equal to ______% of the total Compensation of all Participants
                  eligible to share in the allocations.
         c.   ( ) The Employer may make a Qualified Non-Elective Contribution in
                  an amount to be determined by the Employer.

                                       14

<PAGE>   15

E6       FORFEITURES (Plan Section 4.3(e))

         a.   Forfeitures of contributions other than matching contributions
              shall be...

              1.   (X)  added to the Employer's contribution under the Plan.
              2.   ( )  allocated to all Participants eligible to share in
                        the allocations in the same proportion that each
                        Participant's Compensation for the year bears to the
                        Compensation of all Participants for such year.

         b.   Forfeitures of matching contributions shall be...

              1.   ( )  N/A. No matching contributions or match is fully vested.
              2.   (X)  used to reduce the Employer's matching contribution.
              3.   ( )  allocated to all Participants eligible to share in the
                        allocations in proportion to each such Participant's
                        Compensation for the year.
              4.   ( )  allocated to all Non-Highly Compensated Employee's
                        eligible to share in the allocations in proportion to
                        each such Participant's Compensation for the year.

E7       ALLOCATIONS TO ACTIVE PARTICIPANTS (Plan Section 4.3) With respect to
         Plan Years beginning after 1989, a Participant...

         a.   ( ) shall (Plan may become discriminatory)
         b.   (X) shall not

         be required to complete a Year of Service in order to share in any
         Non-Elective Contributions (other than matching contributions) or
         Qualified Non-Elective Contributions. For Plan Years beginning before
         1990, the Plan provides that a Participant must complete a Year of
         Service to share in the allocations.

E8       ALLOCATIONS TO TERMINATED PARTICIPANTS (Plan Section 4.3(k))
         Any Participant who terminated employment during the Plan Year (i.e.
         not actively employed on the last day of the Plan Year) for reasons
         other than death, Total and Permanent Disability or retirement:

         a.   With respect to Employer Non-Elective Contributions (other
              than matching), Qualified Non-Elective Contributions, and
              Forfeitures:

              1.    For Plan Years beginning after 1989,

                    i.   ( )  N/A, Plan does not provide for such contributions.
                    ii.  (X)  shall share in the allocations provided such
                              Participant completed more than 500 Hours of
                              Service.
                    iii. ( )  shall share in such allocations provided such
                              Participant completed a Year of Service.
                    iv.  ( )  shall not share in such allocations, regardless of
                              Hours of Service.

              2.    For Plan Years beginning before 1990,

                    i.   (X)  N/A, new Plan, or same as for Plan Years beginning
                              after 1989.
                    ii.  ( )  shall share in such allocations provided such
                              Participant completed a Year of Service.
                    iii. ( )  shall not share in such allocations, regardless of
                              Hours of Service.

         NOTE:    If a.1.iii or iv is selected, the Plan could violate minimum
                  participation and coverage requirements under Code Sections
                  401(a)(26) and 410.

                                       15

<PAGE>   16

         b.   With respect to the allocation of Employer Matching Contributions,
              a Participant:

              1.    For Plan Years beginning after 1989,

                    i.      ( )  N/A, Plan does not provide for matching
                                 contributions.
                    ii.     (X)  shall share in the allocations, regardless of
                                 Hours of Service.
                    iii.    ( )  shall share in the allocations provided such
                                 Participant completed more than 500 Hours of
                                 Service.
                    iv.     ( )  shall share in such allocations provided such
                                 Participant completed a Year of Service.
                    v.      ( )  shall not share in such allocations, regardless
                                 of Hours of Service.

              2.    For Plan Years beginning before 1990,

                    i.      (X)  N/A, new Plan, or same as years beginning after
                                 1989.
                    ii.     ( )  shall share in the allocations, regardless of
                                 Hours of Service.
                    iii.    ( )  shall share in such allocations provided such
                                 Participant completed a Year of Service.
                    iv.     ( )  shall not share in such allocations, regardless
                                 of Hours of Service.

         NOTE:    If b.1.iv or v is selected, the Plan could violate minimum
                  participation and coverage requirements under Code Section
                  401(a)(26) and 410.

E9       ALLOCATIONS OF EARNINGS (Plan Section 4.3(c))

         Allocations of earnings with respect to amounts contributed to the Plan
         after the previous Anniversary Date or other valuation date shall be
         determined...

         a.   ( ) by using a weighted average.
         b.   ( ) by treating one-half of all such contributions as being a part
                  of the Participant's nonsegregated account balance as of the
                  previous Anniversary Date or valuation date.
         c.   ( ) by using the method specified in Section 4.3(c).
         d.   (X) other on each Valuation Date investment gains and losses
                  shall be allocated to each Participant's account in
                  accordance with his investment elections.

                                       16

<PAGE>   17

E10      LIMITATIONS ON ALLOCATIONS (Plan Section 4.4)

         a.   If any Participant is or was covered under another qualified
              defined contribution plan maintained by the Employer, or if the
              Employer maintains a welfare benefit fund, as defined in Code
              Section 419(e), or an individual medical account, as defined in
              Code Section 415(l)(2), under which amounts are treated as Annual
              Additions with respect to any Participant in this Plan:

              1.    (X) N/A.
              2.    ( ) The provisions of Section 4.4(b) of the Plan will apply.
              3.    ( ) Provide the method under which the Plans will limit
                        total Annual Additions to the Maximum Permissible
                        Amount, and will properly reduce any Excess Amounts,
                        in a manner that precludes Employer discretion.

         b.   If any Participant is or ever has been a Participant in a defined
              benefit plan maintained by the Employer:

              1.    (X) N/A.
              2.    ( ) In any Limitation Year, the Annual Additions credited
                        to the Participant under this Plan may not cause the
                        sum of the Defined Benefit Plan Fraction and the
                        Defined Contribution Fraction to exceed 1.0. If the
                        Employer's contribution that would otherwise be made
                        on the Participant's behalf during the limitation
                        year would cause the 1.0 limitation to be exceeded,
                        the rate of contribution under this Plan will be
                        reduced so that the sum of the fractions equals 1.0.
                        If the 1.0 limitation is exceeded because of an
                        Excess Amount, such Excess Amount will be reduced in
                        accordance with Section 4.4(a)(4) of the Plan.

              3.    ( ) Provide the method under which the Plans involved will
                        satisfy the 1.0 limitation in a manner that precludes
                        Employer discretion.

E11      DISTRIBUTIONS UPON DEATH (Plan Section 6.6(h))
         Distributions upon the death of a Participant prior to receiving any
         benefits shall...

         a.   ( ) be made pursuant to the election of the Participant or
                  beneficiary.
         b.   ( ) begin within 1 year of death for a designated beneficiary and
                  be payable over the life (or over a period not exceeding the
                  life expectancy) of such beneficiary, except that if the
                  beneficiary is the Participant's spouse, begin within the time
                  the Participant would have attained age 70 1/2.
         c.   (X) be made within 5 years of death for all beneficiaries.
         d.   ( ) other______

E12      LIFE EXPECTANCIES (Plan Section 6.5(f)) for minimum distributions
         required pursuant to Code Section 401(a)(9) shall...

         a.   ( ) be recalculated at the Participant's election.
         b.   ( ) be recalculated.
         c.   (X) not be recalculated.

                                       17

<PAGE>   18

E13      CONDITIONS FOR DISTRIBUTIONS UPON TERMINATION
         Distributions upon termination of employment pursuant to Section 6.4(a)
         of the Plan shall not be made unless the following conditions have been
         satisfied:

         a.   (X) N/A. Immediate distributions may be made at Participant's
                  election.
         b.   ( ) The Participant has incurred _____ 1-Year Break(s) in Service.
         c.   ( ) The Participant has reached his or her Early or Normal
                  Retirement Age.
         d.   ( ) Distributions may be made at the Participant's election on or
                  after the Anniversary Date following termination of
                  employment.
         e.   ( ) Other______

E14      FORM OF DISTRIBUTIONS (Plan Sections 6.5 and 6.6)
         Distributions under the Plan may be made...

         a.   1. (X) in lump sums.
              2. ( ) in lump sums or installments.

         b.   AND, pursuant to Plan Section 6.13,

              1. (X) no annuities are allowed (avoids Joint and Survivor rules).
              2. ( ) annuities are allowed (Plan Section 6.13 shall not apply).

         NOTE:    b.1. above may not be elected if this is an amendment to a
                  plan which permitted annuities as a form of distribution or if
                  this Plan has accepted a plan to plan transfer of assets from
                  a plan which permitted annuities as a form of distribution.

         c.   AND, may be made in...

              1.    (X) cash only (except for insurance or annuity contracts).
              2.    ( ) cash or property.

                                       18

<PAGE>   19

TOP HEAVY REQUIREMENTS

F1       TOP HEAVY DUPLICATIONS (Plan Section 4.3(i)): When a Non-Key Employee
         is a Participant in this Plan and a Defined Benefit Plan maintained by
         the Employer, indicate which method shall be utilized to avoid
         duplication of top heavy minimum benefits.

         a.  (X) The Employer does not maintain a Defined Benefit Plan.
         b.  ( ) A minimum, non-integrated contribution of 5% of each
                 Non-Key Employee's total Compensation shall be provided in
                 this Plan, as specified in Section 4.3(i). (The Defined
                 Benefit and Defined Contribution Fractions will be computed
                 using 100% if this choice is selected.)
         c.  ( ) A minimum, non-integrated contribution of 7 1/2% of each
                 Non-Key Employee's total Compensation shall be provided in
                 this Plan, as specified in Section 4.3(i). (If this choice is
                 selected, the Defined Benefit and Defined Contribution
                 Fractions will be computed using 125% for all Plan Years in
                 which the Plan is Top Heavy, but not Super Top Heavy.)
         d.  ( ) Specify the method under which the Plans will provide top
                 heavy minimum benefits for Non-Key Employees that will
                 preclude Employer discretion and avoid inadvertent omissions,
                 including any adjustments required under Code Section 415(e).

F2       PRESENT VALUE OF ACCRUED BENEFIT (Plan Section 2.2) for Top Heavy
         purposes where the Employer maintains a Defined Benefit Plan in
         addition to this Plan, shall be based on...

         a.  (X) N/A. The Employer does not maintain a defined benefit
                 plan.

         b.  ( ) Interest Rate:______

                 Mortality Table:________

F3       TOP HEAVY DUPLICATIONS: Employer maintaining two (2) or more Defined
         Contribution Plans.

         a.  (X) N/A.
         b.  ( ) A minimum, non-integrated contribution of 3% of each
                 Non-Key Employee's total Compensation shall be provided in the
                 Money Purchase Plan (or other plan subject to Code Section
                 412), where the Employer maintains two (2) or more non-paired
                 Defined Contribution Plans.
         c.  ( ) Specify the method under which the Plans will provide top
                 heavy minimum benefits for Non-Key Employees that will
                 preclude Employer discretion and avoid inadvertent omissions,
                 including any adjustments required under Code Section 415(e).

                                       19

<PAGE>   20

MISCELLANEOUS

G1       LOANS TO PARTICIPANTS (Plan Section 7.4)

         a.  ( ) Yes, loans may be made up to $50,000 or 1/2 Vested
                 interest.
         b.  (X) No, loans may not be made.

         If YES, (check all that apply)...

         c.  ( ) loans shall be treated as a Directed Investment.
         d.  ( ) loans shall only be made for hardship or financial
                 necessity.
         e.  ( ) the minimum loan shall be $1,000.
         f.  ( ) $10,000 de minimis loans may be made regardless of Vested
                 interest. (If selected, Plan may need security in addition to
                 Vested interest.)

         NOTE:    Department of Labor Regulations require the adoption of a
                  SEPARATE written loan program setting forth the requirements
                  outlined in Plan Section 7.4.

G2       DIRECTED INVESTMENT ACCOUNTS (Plan Section 4.8) are permitted for the
         interest in any one or more accounts.

         a.  (X) Yes, regardless of the Participant's Vested interest in
                 the Plan.
         b.  ( ) Yes, but only with respect to the Participant's Vested
                 interest in the Plan.
         c.  ( ) Yes, but only with respect to those accounts which are
                 100% Vested.
         d.  ( ) No directed investments are permitted.

G3       TRANSFERS FROM QUALIFIED PLANS (Plan Section 4.6)

         a.  (X) Yes, transfers from qualified plans (and rollovers) will
                 be allowed.
         b.  ( ) No, transfers from qualified plans (and rollovers) will
                 not be allowed.

         AND, transfers shall be permitted...

         c.  (X) from any Employee, even if not a Participant.
         d.  ( ) from Participants only.

G4       EMPLOYEES' VOLUNTARY CONTRIBUTIONS (Plan Section 4.7)

         a.  ( ) Yes, Voluntary Contributions are allowed subject to the
                 limits of Section 4.9.
         b.  (X) No, Voluntary Contributions will not be allowed.

         NOTE:    TRA '86 subjects voluntary contributions to strict
                  discrimination rules.

G5       HARDSHIP DISTRIBUTIONS (Plan Sections 6.11 and 11.8)

         a.  ( ) Yes, from any accounts which are 100% Vested.
         b.  (X) Yes, from Participant's Elective Account only.
         c.  ( ) Yes, but limited to the Participant's Account only.
         d.  ( ) No.

         NOTE:    Distributions from a Participant's Elective Account are
                  limited to the portion of such account attributable to such
                  Participant's Deferred Compensation and earnings attributable
                  thereto up to December 31, 1988. Also hardship distributions
                  are not permitted from a Participant's Qualified Non-Elective
                  Account.

                                       20

<PAGE>   21

G6       PRE-RETIREMENT DISTRIBUTION (Plan Section 6.10)

         a.  (X) If a Participant has reached the age of 59 1/2 ,
                 distributions may be made, at the Participant's election, from
                 any accounts which are 100% Vested without requiring the
                 Participant to terminate employment.
         b.  ( ) No pre-retirement distribution may be made.

         NOTE:    Distributions from a Participant's Elective Account and
                  Qualified Non-Elective Account are not permitted prior to age
                  59 1/2.

G7       LIFE INSURANCE (Plan Section 7.2(d)) may be purchased with Plan
         contributions.

         a.  (X) No life insurance may be purchased.
         b.  ( ) Yes, at the option of the Administrator.
         c.  ( ) Yes, at the option of the Participant.

         AND, the purchase of initial or additional life insurance shall be
         subject to the following limitations: (select all that apply)

         d.  (X) N/A, no limitations.
         e.  ( ) each initial Contract shall have a minimum face amount of
                 $____.
         f.  ( ) each additional Contract shall have a minimum face amount
                 of $____.
         g.  ( ) the Participant has completed ____ Years of Service.
         h.  ( ) the Participant has completed ____ Years of Service while
                 a Participant in the Plan.
         i.  ( ) the Participant is under age ____ on the Contract issue
                 date.
         j.  ( ) the maximum amount of all Contracts on behalf of a
                 Participant shall not exceed $____.
         k.  ( ) the maximum face amount of life insurance shall be $____.

                                       21

<PAGE>   22

The adopting Employer may not rely on an opinion letter issued by the National
Office of the Internal Revenue Service as evidence that the plan is qualified
under Code Section 401. In order to obtain reliance with respect to plan
qualification, the Employer must apply to the appropriate Key District Office
for a determination letter.

This Adoption Agreement may be used only in conjunction with basic Plan document
01. This Adoption Agreement and the basic Plan document shall together be known
as USI Consulting Group Non-Standardized 401(k) Profit Sharing Plan and Trust
01-001.

The adoption of this Plan, its qualification by the IRS, and the related tax
consequences are the responsibility of the Employer and its independent tax and
legal advisors.

USI Consulting Group will notify the Employer of any amendments made to the Plan
or of the discontinuance or abandonment of the Plan provided this Plan has been
acknowledged by USI Consulting Group or its authorized representative.
Furthermore, in order to be eligible to receive such notification, we agree to
notify USI Consulting Group of any change in address.

                                       22

<PAGE>   23

IN WITNESS WHEREOF, the Employer and Trustee hereby cause this Plan to be
executed on ___________________. Furthermore, this Plan may not be used unless
acknowledged by USI Consulting Group or its authorized representative.

EMPLOYER:

LendingTree, Inc.



By:
    -------------------------------------------



-----------------------------------------------
                  TRUSTEE


-----------------------------------------------
                  TRUSTEE


-----------------------------------------------
                  TRUSTEE



This Plan may not be used, and shall not be deemed to be a Regional Prototype
Plan, unless an authorized representative of USI Consulting Group has
acknowledged the use of the Plan. Such acknowledgment is for administerial
purposes only. It acknowledges that the Employer is using the Plan but does not
represent that this Plan, including the choices selected on the Adoption
Agreement, has been reviewed by a representative of the sponsor or constitutes a
qualified retirement plan.

USI Consulting Group

By:
    -------------------------------------------

                                       23