CONFIDENTIAL July 2, 2008

Exhibit 10.1

CONFIDENTIAL

July 2, 2008

United Online, Inc.

21301 Burbank Boulevard

Woodland Hills, California  91367

Attention: Mark Goldston

Re:          $60,000,000 Term Loan

Ladies and Gentlemen:

Silicon Valley Bank, a California banking corporation (“SVB”) is pleased to inform United Online, Inc., a Delaware corporation (“Borrower” or “you”), that it hereby commits to provide a $60 million senior secured term loan (the “Senior Term Loan”) described in the Summary of Terms and Conditions (as defined below) and to act as the administrative agent (“Administrative Agent”) for the Senior Term Loan (the “Term Loan Facility”). After the Closing Date (as defined below), SVB reserves the right to arrange, in consultation with you, for a syndicate of financial institutions and institutional investors (including SVB) (each such financial institution and institutional investor being a “Lender” and, collectively, the “Lenders”) to participate in the Senior Term Loan and SVB agrees that it shall not assign any of its commitment or any of its obligations prior to the Closing Date. Our fees for such services are set forth in the accompanying confidential fee letter (the “Fee Letter”).  The transaction contemplated by the Senior Term Loan and the payment of related fees and expenses (the “Fee and Expense Payments”) and other related transactions are collectively referred to herein as the “Transaction”.  The Summary of Terms and Conditions is attached hereto as Annex A (the “Summary of Terms and Conditions” and, together with this letter and the other annexes and schedules attached hereto, the “Commitment Letter”).  The term “Credit Parties” as used herein refers collectively to Borrower and all domestic subsidiaries of Borrower (excluding UNOL Intermediate, Inc. (“Intermediate Co.”), FTD Group, Inc. (“Target”) and their subsidiaries) (such domestic subsidiaries of Borrower (excluding Intermediate Co., Target and their subsidiaries), the “Restricted Subsidiaries”); provided that Classmates Media Corporation (“CMC”) and its subsidiaries will be released as a Credit Party in connection with the initial public offering of CMC (the “Classmates IPO”) as described below.

The foregoing commitment is expressly subject only to (i) from December 31, 2007 through the date hereof, there having not been any Purchaser Material Adverse Effect (as defined in the Agreement and Plan of Merger dated as of April 30, 2008 (the “Merger Agreement”) by and among Borrower, UNOLA Corp., a Delaware corporation (the “Merger Sub”), and Target, (ii) the satisfaction of the terms and conditions set forth in this paragraph and Annex B attached hereto, and (iii) the absence of any competing offering, placement or arrangement for any debt security or bank financing of Borrower (other than (A) the credit facilities contemplated by the commitment letter dated as of April 30, 2008 (the “Wells Fargo Commitment Letter”) among Borrower and Wells Fargo Bank, National Association and (B) the Purchaser Notes (as defined

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in the Merger Agreement (it being understood that the Purchaser Notes will not be issued if the Senior Term Loan is funded)).

Notwithstanding anything in this Commitment Letter or the Fee Letter to the contrary, (a) the only representations the accuracy of which shall be a condition to the availability of the Senior Term Loan on the Closing Date shall be the Specified Representations (as defined below), and (b) the terms of the documentation for the Senior Term Loan shall be such that they do not impair the availability of the Senior Term Loan on the Closing Date if the conditions set forth in the preceding paragraph are satisfied (it being understood that to the extent any security interest in the intended collateral (other than any collateral the security interest in which may be perfected by the filing of a UCC financing statement or the delivery of stock certificates which have been provided to Borrower) is not provided on the Closing Date after your use of commercially reasonable efforts to do so, the provision of such perfected security interest(s) shall not constitute a condition precedent to the availability of the Senior Term Loan on the Closing Date but shall be required to be delivered after the Closing Date pursuant to arrangements to be mutually agreed by the Administrative Agent and the Borrower). As used herein, “Specified Representations” means representations relating to organizational power and authority to enter into the documentation relating to the Senior Term Loan, due execution, delivery and enforceability of such documentation, Federal Reserve margin regulations and the Investment Company Act, the representations and warranties set forth in this Commitment Letter relating to Information and Projections and perfection of and priority of security interests (other than to the extent any security interest in the intended collateral is not required to be provided on the Closing Date in accordance with this paragraph) and the accuracy of the Closing Date Certificate to be delivered pursuant to the terms of Annex B attached hereto.

The Administrative Agent will manage, in consultation with you, all aspects of the syndication, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among potential Lenders, any titles offered to potential Lenders and the amount and distribution of fees among the Lenders; provided however, any assignment or participation (or prospects thereof) prior to the earlier to occur of (i) 90 days following the date that Borrower acquires the Target and (ii) the termination of the Merger Agreement shall be coordinated with Wells Fargo Bank, National Association. You agree that no other agents, co-agents or arrangers will be appointed, no other titles will be awarded and no compensation other than as expressly set forth herein or in the Fee Letter will be paid in connection with the Senior Term Loan unless you and we shall so agree. Upon the Administrative Agent’s request (not to exceed once), you agree to assist the Administrative Agent with a syndication for up to 90 days after such request. Without limiting your obligations to assist with syndication efforts as set forth herein, the Administrative Agent agrees that the completion of syndication is not a condition to its commitments hereunder or the funding of the Senior Term Loan. Such assistance shall include (i) your using commercially reasonable efforts to ensure that the syndication efforts benefit from your lending and investment banking relationships as well as those of the Credit Parties, (ii) your using reasonable efforts to make certain members of the Credit Parties’ management available during regular business hours (upon reasonable advance notice) to answer questions regarding the Senior Term Loan, (iii) your using reasonable efforts to make the Credit Parties’ consultants and advisors available during regular business hours (upon reasonable advance notice) to answer questions regarding the

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Senior Term Loan, (iv) your using reasonable efforts (and using commercially reasonable efforts to cause the Credit Parties to assist) to provide or cause to be provided to us information reasonably deemed necessary by us in connection with such syndication, and (v) the hosting by you and the Borrower of one or more meetings with prospective Lenders.  The provisions of this paragraph shall survive termination of this Commitment Letter.

You acknowledge that (i) the Administrative Agent on your behalf will make available certain information on IntraLinks or another similar electronic system and (ii) certain prospective Lenders may have personnel that do not wish to receive Private Lender Information (referred to below). You agree, at the reasonable request of the Administrative Agent and for up to 90 days after such request, to assist in the preparation of marketing materials and presentations to be used in connection with the syndication of the Term Loan Facility, consisting exclusively of information and documentation that is either (a) publicly available or (b) not material with respect to you, the Target or their respective subsidiaries or any of their respective securities for purposes of foreign, United States Federal and state securities laws (all such information and documentation being “Public Lender Information”). Any information and documentation that is not Public Lender Information is referred to herein as “Private Lender Information”. You further agree that each document to be disseminated by SVB to any Lender in connection with the Term Loan Facility will, at the request of SVB, be identified by you as either (x) containing Private Lender Information or (y) containing solely Public Lender Information. You acknowledge that, unless you notify SVB otherwise, the following documents contain solely Public Lender Information (unless you notify us promptly that any such document contains Private Lender Information): (1) drafts and final definitive documentation with respect to the Term Loan Facility (other than the separate disclosure schedules referred to therein); (2) administrative materials prepared by SVB for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda); and (3) notification of changes in the terms of the Term Loan Facility. The provisions of this paragraph shall survive termination of this Commitment Letter.

You hereby represent that to your knowledge, (i) all written information, other than the Projections (as defined below), forward looking information and information of a general economic or industry nature, which has been or is hereafter made available to us or the other Lenders by you or any of your representatives in connection with the transactions contemplated hereby (the “Information”) is or will be, in the case of Information made available after the date hereof, when taken as a whole, complete and correct in all material respects and does not or will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not materially misleading in light of the circumstances under which such statements were or are made, and (ii) all financial projections concerning the Borrower and the Restricted Subsidiaries that have been or are hereafter made available to us or the other Lenders by you or any of your representatives in connection with the transactions contemplated hereby (the “Projections”) have been or will be, in the case of Projections made available after the date hereof, prepared in good faith based upon assumptions that are believed by the preparer thereof to be reasonable at the time made, it being understood and agreed that the financial projections are not a guarantee of financial performance and actual results may differ from the Projections and such differences may be material. Upon SVB’s reasonable request, you agree to supplement the Information and the Projections from time to time, so that the representation in the preceding sentence is correct. In arranging and syndicating the Term Loan

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Facility, the Administrative Agent will be using and relying on the Information and the Projections without independent verification thereof.

You hereby agree to pay our reasonable documented costs and expenses (including the reasonable documented fees and expenses of outside counsel, reasonable professional fees of consultants and other experts hired upon the request of any prospective Lender and reasonable out-of-pocket expenses, including without limitation syndication expenses and Intralinks (or another similar electronic system) expenses) incurred before or after the date of this Commitment Letter arising in connection with this Commitment Letter, the Definitive Senior Financing Documents (as defined in Summary of Terms and Conditions), the syndication of the Senior Term Loan and the other transactions contemplated hereby.  You hereby further agree to indemnify and hold harmless Administrative Agent and each Lender (including SVB) and their respective affiliates and each director, officer, employee, agent, attorney and affiliate thereof (each such person, an “indemnified person”) from and against any claims, damages payable to third parties, liabilities or other expenses to which an indemnified person may become subject, insofar as such claims, damages payable to third parties, liabilities (or actions or other proceedings commenced or threatened in respect thereof) or other expenses arise out of or in any way relate to or result from the Transaction and the other transactions contemplated by this Commitment Letter, the Fee Letter, the extension of the financing contemplated hereby, the Senior Term Loan or any use or intended use of the proceeds of any of the loans and other extensions of credit contemplated hereby, and to reimburse each indemnified person for any reasonable documented legal or other expenses incurred in connection with investigating, defending or participating in any such investigation, litigation or other proceeding (whether or not any such investigation, litigation or other proceeding involves claims made between you, your subsidiaries or any third party and any such indemnified person, and whether or not any such indemnified person is a party to any investigation, litigation or proceeding out of which any such expenses arise); provided, however, that the indemnity and reimbursement obligations contained herein shall not apply to the extent that it is determined in a final judgment by a court of competent jurisdiction that such claims, damages payable to third parties, liabilities or other expenses result from the gross negligence, or willful misconduct of, or breach of this Commitment Letter or the Fee Letter by, such indemnified person or any of their directors, officers, employees, agents, attorneys or affiliates. No indemnified person shall be liable for any damages arising from the use by others of Information or other materials obtained through internet, Intralinks or similar information transmission systems in connection with the Senior Term Loan, except to the extent such damages arise from such indemnified person’s or any of their directors, officers, employees, agents, attorneys’ or affiliates’ gross negligence, willful misconduct or breach of this Commitment Letter or the Fee Letter.  No indemnified person shall be responsible or liable to any other party or any other person for any indirect, consequential or special damages. The foregoing provisions of this paragraph shall be in addition to any rights that any indemnified person may have at common law or otherwise.  The provisions of this paragraph shall survive termination of this Commitment Letter.

As you know, SVB or its affiliates may from time to time effect transactions, for its own account or for the accounts of customers, and may hold positions in loans, options on loans, securities and options on securities, of companies that may be the subject of the transactions contemplated by this Commitment Letter or otherwise relate to the Borrower or any of its subsidiaries.

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You acknowledge and agree that in connection with all elements of each transaction contemplated under this Commitment Letter and the Fee Letter (i) neither SVB nor any of its affiliates has assumed any advisory responsibility or any other obligation in favor of you or any of the Credit Parties except the obligations expressly provided for under this Commitment Letter and the Fee Letter and (ii) SVB and its affiliates, on the one hand, and you and the Credit Parties, on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, nor do you or any of the Credit Parties rely on, any fiduciary duty on the part of SVB or any of its affiliates.

This Commitment Letter and the Fee Letter are intended solely for your benefit and nothing in this Commitment Letter or the Fee Letter, express or implied, shall give any person other than the parties hereto, any beneficial or legal right, remedy or claim hereunder. Neither this Commitment Letter nor the Fee Letter is assignable by you, and may not be relied upon by any other person or entity. Each of this Commitment Letter and the Fee Letter is confidential and shall not be disclosed by any of the parties hereto to any person other than Target, Wells Fargo, such party’s, Target’s or Wells Fargo’s accountants, attorneys and other advisors (in each case, with the fee amounts in the Fee Letter redacted), and, in the case of SVB and the Administrative Agent, their affiliates and prospective Lenders, purchasers and assignees, and then only on a confidential basis and in connection with the Transaction and the related transactions contemplated herein. Any disclosure to an advisor may be made for the sole purpose of evaluating and advising on the offer of financing made in this Commitment Letter. Additionally, any of the parties hereto may make such disclosures of this Commitment Letter and the Fee Letter as are required by regulatory authority, law (including the disclosure rules of the Securities and Exchange Commission) or judicial process or as may be required or appropriate in response to any summons or subpoena or in connection with any litigation; provided that such party will use its commercially reasonable efforts to notify the other parties hereto of any such disclosure prior to making such disclosure. SVB will use all confidential information provided to it or its affiliates by or on behalf of you or the Borrower hereunder solely for the purpose of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information; provided that nothing herein shall prevent SVB or its affiliates from disclosing any such information as required or requested by regulatory authority, law or judicial process or as may be required or appropriate in response to any summons or subpoena or in connection with any litigation or to prospective lenders in connection with the syndication of the Senior Term Loan; provided that SVB will use its commercially reasonable efforts to notify you of any such disclosure prior to making such disclosure. SVB hereby notifies you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), SVB may be required to obtain, verify and record information that identifies you, which information would include your name and address and other information that would allow SVB to identify you in accordance with the Act. Anything to the contrary contained herein notwithstanding, we hereby consent to your disclosure of a copy of this Commitment Letter and a copy of the Fee Letter (with fee amounts redacted) on a confidential basis to the Target and Wells Fargo and their respective financial and legal advisors for its use in connection with the evaluation of your proposal for the Transaction.

You hereby agree that upon consummation of the Transaction, SVB or any of its affiliates may place customary “tombstone” advertisements (which may include any of your trade names or corporate logos) in publications of its choice (including without limitation

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“e-tombstones” published or otherwise circulated in electronic form and related hyperlinks to your corporate website) at its own expense, subject to your consent, not to be unreasonably withheld. In addition, you agree that SVB or any of its affiliates may disclose information about the transaction to market data collectors and similar service providers to the financing community.

Our offer will terminate at 5:00 p.m. (California time) on July 3, 2008, unless on or before that date you sign and return an enclosed counterpart of this Commitment Letter and the Fee Letter to Silicon Valley Bank, 5820 Canoga Avenue, #210, Woodland Hills, CA 91367, attention: Mark Turk. The commitment herein provided for will also expire on the close of business on October 30, 2008, however, that any term or provision hereof to the contrary notwithstanding all of your obligations hereunder and under the Fee Letter in respect of indemnification, confidentiality and fee and expense reimbursement shall survive any termination of the commitment pursuant to this paragraph.

Notwithstanding anything to the contrary contained herein, your obligations (including the obligation to indemnify each indemnified person and to pay legal fees and other expenses) and the representations and covenants under this Commitment Letter shall remain effective until the execution of the Definitive Senior Financing Documents and thereafter such obligations, representations and covenants shall be superseded by those contained in the Definitive Senior Financing Documents and you shall automatically be released from all liability under this Commitment Letter upon the execution of the Definitive Senior Financing Documents. You may terminate this Commitment Letter at any time subject to the provisions of this paragraph.

This Commitment Letter (including the Summary of Terms and Conditions) shall be governed by, and construed in accordance with, the laws of the State of California.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU, SVB AND THE LENDERS EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS COMMITMENT LETTER, THE FEE LETTER OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS COMMITMENT LETTER AND THE FEE LETTER.  EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such court.

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The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive.  The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers.  All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed.  If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Santa Clara County, California Superior Court for such relief.  The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings.  The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings.  The private judge shall oversee discovery and may enforce all discovery rules and order applicable to judicial proceedings in the same manner as a trial court judge.  The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to the California Code of Civil Procedure § 644(a).  Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies.  The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph.

This Commitment Letter constitutes the entire understanding among the parties hereto with respect to the subject matter hereof and replace and supersede all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof. This Commitment Letter may not be amended or waived except by an instrument in writing signed by each party hereto. This Commitment Letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

We appreciate having been given the opportunity by you to be involved in this transaction.

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AGREED AND ACCEPTED as of

the date first written above:

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ANNEX A

United Online, Inc.

$60,000,000 Senior Secured Term Loan

Summary of Terms and Conditions

The following summarizes selected terms of the senior term loan (the “Senior Term Loan”).

This Summary of Terms and Conditions is intended merely as an outline of certain of the material terms of the Senior Term Loan. It does not include descriptions of all of the terms and other provisions that are to be contained in the definitive documentation relating to the Senior Term Loan and it is not intended to limit the scope of discussion and negotiation of any matters not inconsistent with the specific matters set forth herein; provided however, there shall be no other conditions other than as set forth in this Commitment Letter (as defined below) and the Summary of Terms and Conditions. All terms defined in the commitment letter (the “Commitment Letter”) to which this Summary of Terms and Conditions is attached and not otherwise defined herein shall have the same meanings when used herein.

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ANNEX B
INITIAL CONDITIONS PRECEDENT

The obligation to make the Senior Term Loans under the Term Loan Facility is subject to the satisfaction of the conditions precedent set forth in the Commitment Letter and on this Annex B (all terms defined in the Summary of Terms and Conditions or in the Commitment Letter to which this Annex B is attached and not otherwise defined herein having the same meanings when used herein).

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