ADMINISTRATIVE SERVICES AGREEMENT

This Administrative Services Agreement is dated as of ___, 2007 by and between United Online, Inc., a Delaware corporation ("UOL"), and Classmates Media Corporation, a Delaware corporation ("CMC"). UOL and CMC are sometimes referred to herein separately as a "Party" and together as the "Parties". Capitalized terms used herein shall have the meanings ascribed to them in Article I hereof.

RECITALS

WHEREAS, UOL is the owner of all the issued and outstanding common stock of CMC;

WHEREAS, the Parties currently contemplate that CMC will make an initial public offering (the "Offering") of its Class A common stock pursuant to a Registration Statement on Form S-1 (File No. 333-145397) under the Securities Act of 1933, as amended (the "Registration Statement");

WHEREAS, the UOL Entities (as defined below) directly or indirectly provide certain services to the CMC Entities (as defined below), and the CMC Entities directly or indirectly provide certain services to the UOL Entities;

WHEREAS, following consummation of the Offering, the UOL Entities desire to continue to provide certain services to the CMC Entities, and the CMC Entities desire to continue to provide certain services to the UOL Entities; and

WHEREAS, each Party desires to set forth in this Agreement the principal terms and conditions pursuant to which it will provide and/or receive such services.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, for themselves and their respective successors and assigns, hereby covenant and agree as follows:

ARTICLE I 
DEFINITIONS

Section 1.01 Definitions.

(a) As used in this Agreement, the following terms shall have the following meanings, applicable both to the singular and the plural forms of the terms described:

"Agreement" means this Administrative Services Agreement, together with the schedules and annex hereto, as the same may be amended or supplemented from time to time in accordance with the provisions hereof.

"CMC Entities" means CMC and its Subsidiaries and any entity which becomes a Subsidiary of CMC after the date hereof, and" CMC Entity" means any one of the CMC Entities.

"CMC Service Costs" means the amounts to be paid to CMC by UOL for CMC Services provided hereunder.

"CMC Services" means the services to be provided by CMC to the UOL Entities under this Agreement, as more fully described in the Schedules hereto and any additional services provided pursuant to Section 2.03.

"Contract" means any contract, agreement, lease, license, sales order, purchase order, instrument or other commitment that is binding on any Person or any part of such Person's property under applicable law.

"Confidential Information" shall have the meaning set forth in Section 3.7(b) of the Master Transaction Agreement.1

"Master Transaction Agreement" means the Master Transaction Agreement between the Parties of even date herewith.

"Offering Date" means the date on which the Offering is consummated.

"Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

"Schedules" means any one or more of the schedules referred to in and attached to this Agreement.

"Service Costs" means the CMC Service Costs and/or the UOL Service Costs, as the context may require.

"Services" means the CMC Services and/or the UOL Services, as the context may require.

"Subsidiary" means, as to any Person, a corporation, limited liability company, joint venture, partnership, trust, association or other entity in which such Person beneficially owns, either directly or indirectly, more than fifty percent(50%) of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests or (iii) the capital or profits interest, in the case of a partnership.

"UOL Entities" means UOL and its Subsidiaries (other than the CMC Entities) and any entity which becomes a Subsidiary of UOL after the date hereof, and" UOL Entity" means any one of the UOL Entities.

"UOL Service Costs" means the amounts to be paid to UOL by CMC for UOL Services provided hereunder.

"UOL Services" means the services to be provided by UOL to the CMC Entities under this Agreement, as more fully described in the Schedules hereto and any additional services provided pursuant to Section 2.03.

(b)  Each of the following terms is defined in the Section set forth opposite such term:

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