DATED                                                               3RD MAY 2000
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(1)     UDATE.COM LIMITED

(2)     MELVYN MORRIS


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                                SERVICE AGREEMENT
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                                    EVERSHEDS
                                11 St James Court
                                   Friar Gate
                                  Derby DE1 1BT
                               Tel: 0133 236 0992
                               Fax: 0133 237 1469

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                                    CONTENTS


<TABLE>
<CAPTION>
CLAUSE                                                                       PAGE

<S>    <C>                                                                  <C>
1       INTERPRETATION..........................................................3
2       PREVIOUS AGREEMENTS.....................................................4
3       APPOINTMENT, TERM AND NOTICE............................................4
4       DUTIES..................................................................5
5       PLACE OF WORK...........................................................6
6       HOURS OF WORK...........................................................6
7       REMUNERATION............................................................6
8       EXPENSES................................................................6
9       MOTOR CAR ALLOWANCE.....................................................7
10      PENSION AND OTHER BENEFITS..............................................7
11      VACATIONS...............................................................8
12      CONFLICT OF INTERESTS...................................................8
13      SHARE DEALINGS..........................................................9
14      RESTRICTIVE COVENANTS...................................................9
15      CONFIDENTIALITY........................................................13
16      PATENTS................................................................14
17      COPYRIGHT..............................................................15
18      INCAPACITY.............................................................16
19      TERMINATION............................................................17
20      DEDUCTIONS.............................................................19
21      DELIVERY OF DOCUMENTS AND PROPERTY.....................................19
22      RESIGNATION AS DIRECTOR................................................20
23      RIGHTS FOLLOWING TERMINATION...........................................21
24      DISCIPLINARY AND GRIEVANCE PROCEDURES..................................21
25      NOTICES................................................................21
26      MISCELLANEOUS..........................................................21
</TABLE>


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THIS AGREEMENT is made on                                                   2000

BETWEEN

(1)     UDate.Com Limited (registered number 3524657) whose registered office is
        at New Enterprise House, St Helens Street, Derby, DE1 3GY ("the
        Company"); and

(2)     Melvyn Morris of Redmire Gap, Intakes Lane, Turnditch, Derbyshire, DE56
        2LU ("the Executive").

OPERATIVE PROVISIONS

1.      INTERPRETATION

1.1     In this Agreement the following expressions have the following meanings:

        "BOARD"                           the Board of Directors of the Company
                                          from time to time

        "GROUP COMPANY"                   any holding company for the time being
                                          of the Company or any subsidiary for
                                          the time being of the Company or of
                                          any such holding company (for which
                                          purpose "holding company" and
                                          "subsidiary" have the meanings
                                          ascribed to them by section 736 of the
                                          Companies Act 1985 (as amended by the
                                          Companies Act 1989))

        "GROUP"                           the Company and all Group Companies
                                          wherever registered or incorporated

        "COMMENCEMENT DATE"               May 2000

        "THE 1996 ACT"                    The Employment Rights Act 1996

        "THE LONDON STOCK EXCHANGE"       London Stock Exchange Limited;

        "PAYE DEDUCTIONS"                 Deductions made to comply with
                                          regulations made under section 203
                                          Income and Corporation Taxes Act 1988
                                          and with any obligations to deduct
                                          national insurance contributions


        "RECOGNISED INVESTMENT            Has the meaning in section 207 of the
                                          Financial


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        EXCHANGE" Services Act 1986.

1.2     References in this Agreement to clauses are to clauses and sub-clauses
        of this Agreement unless otherwise specified.

1.3     Unless otherwise required words denoting the singular include the plural
        and vice versa.

1.4     References in this Agreement to statutory provisions include all
        modifications and re-enactments of them and all subordinate legislation
        made under them.

1.5     Clause headings are included in this Agreement for convenience only and
        do not affect its construction.

2.      PREVIOUS AGREEMENTS

2.1     This Agreement contains the entire and only agreement and will govern
        the relationship between the Company and the Executive from the
        Commencement Date in substitution for all previous agreements and
        arrangements whether written, oral or implied between the Company or any
        Group Company and the Executive relating to the services of the
        Executive all of which will be deemed to have terminated by consent with
        effect from the Commencement Date. The Executive and the Company
        acknowledge that in entering into this Agreement neither has relied on
        any representation or undertaking by the other whether oral or in
        writing except as expressly incorporated in this Agreement.

2.2     The Executive hereby acknowledges that he has no outstanding claim of
        any kind against any Group Company.

2.3     The Executive warrants and represents to the Company that he will not be
        in breach of any existing or any former terms of employment applicable
        to him whether express or implied or of any other obligation binding on
        him by reason of him entering into this Agreement or performing all or
        any of his duties and obligations under it.

3.      APPOINTMENT, TERM AND NOTICE

3.1     The Company will employ the Executive and the Executive will serve the
        Company as Chief Executive Officer.

3.2     The appointment will be deemed to have commenced on the Commencement
        Date and will continue subject as follows unless and until the
        employment is terminated either

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<PAGE>   5

        by the Company giving to the Executive not less than twelve calendar
        months' written notice or by the Executive giving to the Company not
        less than five calendar months' written notice to expire at any time.

3.3     The Executive agrees that at its absolute discretion the Company may
        terminate the Executive's employment under this Agreement with immediate
        effect by paying to the Executive in full and final settlement of all
        claims which he has or may have against the Company or any director,
        employee or agent of the Company or any Group Company under or arising
        out of his employment with the Company or any such Group Company, the
        termination of his employment or otherwise salary (less PAYE deductions)
        in lieu of the balance of the notice period or remainder of the notice
        period if at the Company's request the Executive has worked during part
        of the notice period.

3.4     Notwithstanding the provisions of CLAUSE 3.2, the Executive's employment
        under this Agreement will automatically terminate on his 65th birthday.

3.5     The Executive's continuous employment with the Company for the purposes
        of the 1996 Act commenced on 1 April 1998. Employment with Icebreakers
        Personal Network Limited counts for the purposes of the 1996 Act as part
        of the Executive's period of continuous employment.

4.      DUTIES

4.1     The Executive will carry out such duties and functions, exercise such
        powers and comply with such instructions in connection with the business
        of the Company and the Group Companies as the Board determines from time
        to time. Except when prevented by illness, accident or holiday as
        provided below the Executive will devote substantially the whole of his
        time, attention and skill to the affairs of the Company and where
        appropriate the Group Companies and use his best endeavours to promote
        their interests.

4.2     The Executive will if and so long as he is so required by the Company
        carry out duties for and/or act as director, officer or employee of any
        other Group Company. The duties attendant on any such appointment will
        be carried out by the Executive as if they were duties to be performed
        by him on behalf of the Company under this Agreement.

4.3     The Executive will at all times promptly give to the Board (in writing
        if requested) all information, explanations and assistance that the
        Board may require in connection with the business or affairs of the
        Company and the Group and his employment under this Agreement.

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5.      PLACE OF WORK

5.1     The Executive will perform his duties principally at New Enterprise
        House, St Helen's Street, Derby of the Company or such other place of
        business of the Company or of any Group Company as the Company requires
        whether inside or outside the United Kingdom but the Company will not
        require him without his prior consent to go to or reside anywhere
        outside the United Kingdom except for occasional visits in the ordinary
        course of his duties.

6.      HOURS OF WORK

        The Company's normal office hours are from 9.00 am to 5.00 pm Monday to
        Friday but the Executive will be required to work outside these hours
        without additional remuneration in order to meet the requirements of the
        business and for the proper performance of his duties.

7.      REMUNERATION

7.1     The Company will pay the Executive a salary at the rate of Pound
        Sterling 203,125.00 per annum with effect from the Commencement Date (or
        at such higher rate as may from time to time be notified to him by the
        Board) which salary will accrue from day to day and be payable in
        arrears by equal monthly instalments on the last Friday of each month.

7.2     The Executive's salary will be subject to reviews by the Board which
        will be effective on and from the anniversary of the commencement date
        in each year during the Executive's employment under this Agreement
        provided that the increase (if any) of such salary will be a matter to
        be decided at the Board's absolute discretion.

7.3     The salary referred to in CLAUSE 7.1 will be inclusive of any director's
        fees to which the Executive may be entitled as a director of the Company
        or of any Group Company.

7.4     The Executive will be entitled to be paid a performance related bonus,
        calculated at 76% against target achievement and paid quarterly. The
        first such bonus payment to be made 3 months after the commencement
        date.

8.      EXPENSES

        The Executive will be reimbursed all out of pocket expenses reasonably
        and properly incurred by him in the performance of his duties under this
        Agreement on hotel, travelling, entertainment and other similar items
        provided that he produces to the Company all relevant vouchers in
        respect of such expenses.

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9.      MOTOR CAR ALLOWANCE

9.1     During the Executive's employment under this Agreement he will not be
        provided with a Motor Car. The Executive will receive a payment of Pound
        Sterling 40,000 per annum representing an allowance for him to purchase
        or lease a motor vehicle for business and private use, such vehicle to
        be approved by the Company as suitably commensurate with his status. The
        allowance will also cover the cost of road fund licence, insurance
        premiums and running expenses in respect of the motor car including
        fuel, oil, maintenance and repairs.

10.     PENSION AND OTHER BENEFITS

10.1    The Executive will be entitled to continue to be a member of the
        Secondary Minitech Retirement Benefit Scheme ("the Pension Scheme")
        subject to and upon the rules of the Pension Scheme from time to time in
        effect. There is no contracting out certificate in force in respect of
        the Executive's employment under the provisions of the Pension Schemes
        Act 1993.



10.2    During his employment the Executive will be entitled to participate at
        the Company's expense in the Company's:

        10.2.1  life insurance scheme;

        10.2.2  private medical expenses insurance scheme for the benefit of the
                Executive and his wife and all dependent children in full time
                education under the age of 21; and

        10.2.3  permanent health insurance scheme,

        subject to the rules of the said schemes from time to time (and any
        replacement schemes provided by the Company) and subject to the
        Executive (and where appropriate his wife and dependent children) being
        eligible to participate in or benefit from such schemes pursuant to
        their rules.

10.3    The Executive may be invited to participate in the Company's Share
        Option Scheme ("the Share Option Scheme") in accordance with its rules
        from time to time ("the Rules").

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<PAGE>   8



11.     VACATIONS

11.1    In addition to normal public holidays the Executive will be entitled to
        25 working days' paid holiday from the Commencement Date until 31 March
        2001 and 25 working days' paid holiday in each holiday year after that,
        such holiday to be taken at such time or times as may be approved by the
        Board.

11.2    For the purposes of this CLAUSE 11 "holiday year" means the period from
        1 April to 31 March in each year. The Executive may carry forward to the
        following holiday year with the Board's written approval his unused
        holiday entitlement but he must take any holiday which is carried
        forward before the end of December in that year.

11.3    The Executive's entitlement to paid holiday in the calendar year in
        which his employment terminates will be 2.1 days for each completed
        calendar month in that year rounded up to the nearest half day provided
        that no such entitlement to paid holiday will arise if the Executive
        terminates his employment without the Company's consent before the
        expiry of notice given by him pursuant to CLAUSE 3.2 or without giving
        notice or if the Company terminates the Executive's employment pursuant
        to CLAUSE 19.1 or 19.2.

11.4    Where the Executive has taken more or less than his holiday entitlement
        in the year his employment terminates, a proportionate adjustment will
        be made by way of addition to or deduction from (as appropriate) his
        final gross pay calculated on a pro-rata basis.

12.     CONFLICT OF INTERESTS

12.1    The Executive will disclose promptly to the Board in writing all his
        interests in any business other than that of the Company and the Group
        and will notify the Board immediately of any change in his external
        interests. Except with the written consent of the Board (such consent
        not to be unreasonably withheld) the Executive will not during his
        employment under this Agreement be directly or indirectly engaged,
        concerned or interested whether as principal, servant or agent (on his
        own behalf or on behalf of or in association with any other person) in
        any other trade, business or occupation competing in any material
        respect with the business for the time being of the Company or any Group
        Company other than the business of the Company or any Group Company
        provided that the Executive will not be precluded from being interested
        for investment purposes only as a member, debenture holder or beneficial
        owner of any stock, shares or debentures which are listed or dealt in on
        a recognised investment exchange and which do not represent more than
        four per cent. of the total share or loan capital from time to time in
        issue in such company.

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12.2    The Executive will not during his employment introduce to any other
        person, firm, company or organisation business of any kind with which
        the Company or any other Group Company for which he has performed
        services under this Agreement is able to deal and he will not have any
        financial interest in, or derive any financial or other benefit from,
        contracts or transactions entered into by the Company or any other Group
        Company for which he has performed services under this Agreement with
        any third party without first disclosing such interest or benefit to the
        Board and obtaining its written approval.

13.     SHARE DEALINGS

13.1    The Executive will comply (where relevant) with every rule of law, every
        regulation of the London Stock Exchange and every requirement,
        recommendation or regulation of the Company from time to time in force
        in relation to dealings with shares, debentures or other securities of
        the Company or any Group Company and unpublished price-sensitive
        information affecting the shares, debentures or other securities of any
        such company. In relation to overseas dealings, the Executive will also
        comply with all laws of the state and all regulations of the stock
        exchange, market or dealing system in which such dealings take place.

13.2    The Executive will not (and will procure so far as he is able that his
        wife and children do not) deal or become or cease to be interested
        (within the meaning of Part I of Schedule 13 to the Companies Act 1985)
        in any securities of the Company except in accordance with the Model
        Code of the London Stock Exchange for transactions in securities by
        directors and others and any legislation, regulations or rules for
        securities transactions applicable from time to time.

14.     RESTRICTIVE COVENANTS

14.1    In this CLAUSE 14 the following expressions have the following meanings:

        "CRITICAL PERSON"                 any person who was an employee, agent,
                                          director, consultant or independent
                                          contractor employed, appointed or
                                          engaged by the Company or any Relevant
                                          Group Company at any time within the
                                          Relevant Period who by reason of such
                                          employment, appointment or engagement
                                          and in particular his/her seniority
                                          and expertise or knowledge of trade
                                          secrets or confidential information of
                                          the Company or any Group Company or
                                          knowledge of or influence over the

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                                          clients, customers or suppliers of the
                                          Company or any Group Company is likely
                                          to be able to assist or benefit a
                                          business in or proposing to be in
                                          competition with the Company or any
                                          Relevant Group Company

        "RELEVANT CUSTOMER"               any person, firm company or
                                          organisation who or which at any time
                                          during the Relevant Period is or was:

                                          (a)   negotiating with the Company or
                                                a Relevant Group Company for the
                                                sale or supply of Relevant
                                                Products or Services; or

                                          (b)   a client or customer of the
                                                Company or any Relevant Group
                                                Company for the sale or supply
                                                of Relevant Products or
                                                Services; or

                                          (c)   in the habit of dealing with the
                                                Company or any Relevant Group
                                                Company for the sale of supply
                                                of Relevant Products or
                                                Services,

                                          and in each case with whom or which
                                          the Executive was directly concerned
                                          or connected or of whom or which the
                                          Executive had personal knowledge
                                          during the Relevant Period in the
                                          course of his employment hereunder

        "RELEVANT GROUP COMPANY"          any Group Company (other than the
                                          Company) for which the Executive has
                                          performed services under this
                                          Agreement or for which he has had
                                          management responsibility at any time
                                          during the Relevant Period

        "RELEVANT PERIOD"                 the period of 12 months immediately
                                          before the Termination Date

        "RELEVANT PRODUCTS OR SERVICES"   products or services which are of the
                                          same kind as or of a materially
                                          similar kind to or competitive with
                                          any products or services sold or
                                          supplied by the Company or any
                                          Relevant Group Company

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                                          within the Relevant Period and with
                                          which sale or supply the Executive was
                                          directly concerned or connected or of
                                          which he had personal knowledge during
                                          the Relevant Period in the course of
                                          his employment hereunder

        "TERMINATION DATE"                the date on which the Executive's
                                          employment under this Agreement
                                          terminates and references to "from the
                                          Termination Date" mean from and
                                          including the date of termination

        "RESTRICTED TERRITORY"            any area or territory in which the
                                          Executive worked or to which the
                                          Executive was assigned by the Company
                                          or any Relevant Group Company at any
                                          time during the Relevant Period.





14.2    The Executive will not without the prior written consent of the Company
        (such consent not to be unreasonably withheld) directly or indirectly
        and whether alone or in conjunction with or on behalf of any other
        person and whether as a principal, shareholder, director, employee,
        agent, consultant, partner or otherwise:

        14.2.1  within the Restricted Territory for a period of twelve months
                from the Termination Date be engaged, concerned or interested
                in, or provide technical, commercial or professional advice to,
                any other business which supplies Relevant Products or Services
                in competition with the Company or any Relevant Group Company
                provided that this restriction does not apply to prevent the
                Executive from holding shares or other securities in any company
                which is quoted, listed or otherwise dealt in on a recognised
                investment exchange or other securities market and which confer
                not more than 1% of the votes which could be cast at a general
                meeting of such company;

        14.2.2  within the Restricted Territory for a period of twelve months
                from the Termination Date be engaged, concerned or interested in
                any business

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                which at any time during the Relevant Period has supplied
                Relevant Products or Services to the Company or any Relevant
                Group Company or is or was at any time during the Relevant
                Period a Relevant Customer of the Company or any Relevant Group
                Company if such engagement, concern or interest causes or would
                cause the supplier to cease or materially reduce its supplies to
                the Company (or any Relevant Group Company as the case may be)
                or the Relevant Customer to cease or materially to reduce its
                orders or contracts with the Company or any Relevant Group
                Company;

        14.2.3  for a period of twelve months from the Termination Date so as to
                compete with the Company or any Relevant Group Company canvass,
                solicit or approach or cause to be canvassed, solicited or
                approached any Relevant Customer for the sale or supply of
                Relevant Products or Services or endeavour to do so;

        14.2.4  for a period of twelve months from the Termination Date so as to
                compete with the Company or any Relevant Group Company deal or
                contract with any Relevant Customer in relation to the sale or
                supply of any Relevant Products or Services, or endeavour to do
                so;

        14.2.5  for a period of twelve months from the Termination date solicit,
                induce or entice away from the Company or any Relevant Group
                Company or, in connection with any business in or proposing to
                be in competition with the Company or any Relevant Group
                Company, employ, engage or appoint or in any way cause to be
                employed, engaged or appointed a Critical Person whether or not
                such person would commit any breach of his or her contract of
                employment or engagement by leaving the service of the Company
                or any Relevant Group Company;

        14.2.6  use in connection with any business any name which includes the
                name of any Group Company or any colourable imitation of it.

14.3    Whilst the restrictions in this CLAUSE 14 are regarded by the parties as
        fair and reasonable, it is hereby declared that each of the restrictions
        in this CLAUSE 14 is intended to be separate and severable. If any
        restriction is held to be unreasonably wide but would be valid if part
        of the wording (including in particular but without limitation the
        defined expressions referred to in CLAUSE 14.1) were deleted, such
        restriction will apply with so much of the wording deleted as may be
        necessary to make it valid.

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14.4    The parties agree that the period referred to in CLAUSES 14.2.1, 14.2.2,
        14.2.3, 14.2.4 AND 14.2.5 above will be reduced by one day for every day
        during which at the Company's direction and pursuant to CLAUSE 19.2
        below the Executive has been excluded from the Company's premises and/or
        has not carried out any duties or has carried out duties other than his
        normal duties.

14.5    If the Executive breaches any of the provisions in this CLAUSE 14 the
        Company will be entitled by written notice to the Executive to extend
        the period during which the provisions of CLAUSE 14 which have been
        breached apply by an equivalent period to that during which the breach
        or breaches have continued, such additional period to commence on the
        date on which the said period would have otherwise expired. The
        Executive hereby agrees that if the Company so extends the period of any
        such restriction, this will not prejudice the right of the Company to
        apply to the Courts for injunctive relief in order to compel the
        Executive to comply with the provisions of this CLAUSE 14 and/or
        damages, as the case may be.

14.6    For the purposes of CLAUSES 14 and 15 the Company has entered into this
        Agreement as agent for and trustee of all Relevant Group Companies.

14.7    If the Executive applies for or is offered a new employment, appointment
        or engagement, before entering into any related contract the Executive
        will bring the terms of this CLAUSE 14 and CLAUSES 3,4,15 16, 17 AND
        19.2 to the attention of a third party proposing directly or indirectly
        to employ, appoint or engage him.

15.     CONFIDENTIALITY

15.1    The Executive acknowledges that in the ordinary course of his employment
        he will be exposed to information about the Company's business and the
        business of other Group Companies and that of the Company's and the
        Group Companies' suppliers and customers which amounts to a trade
        secret, is confidential or is commercially sensitive and which may not
        be readily available to others engaged in a similar business to that of
        the Company or any of the Group Companies or to the general public and
        which if disclosed will be liable to cause significant harm to the
        Company or such Group Companies. The Executive has therefore agreed to
        accept the restrictions in this CLAUSE 15.

15.2    Without prejudice to CLAUSE 15.3 or 15.4 and subject to CLAUSE 15.3 the
        Executive will not during the period of his employment with the Company:

        15.2.1  sell or seek to sell to anyone information acquired by him in
                the course of his employment with the Company;

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<PAGE>   14

        15.2.2  obtain or seek to obtain any financial advantage (direct or
                indirect) from disclosure of such information.

15.3    The Executive will not either during his employment or after its
        termination without limit in time for his own purposes or for any
        purposes other than those of the Company or any Group Company (for any
        reason and in any manner) use or divulge or communicate to any person,
        firm, company or organisation except to those officials of any Group
        Company whose province it is to know the same any secret or confidential
        information or information constituting a trade secret acquired or
        discovered by him in the course of his employment with the Company
        relating to the private affairs or business of the Company or any Group
        Company or their suppliers, customers, management or shareholders.

15.4    The restrictions contained in this CLAUSE 15 do not apply to:

        15.4.1  any disclosure authorised by the Board or required in the
                ordinary and proper course of the Executive's employment or as
                required by the order of a court of competent jurisdiction [or
                an appropriate regulatory authority] or otherwise required by
                law; or

        15.4.2  any information which the Executive can demonstrate was known to
                the Executive prior to the commencement of the Executive's
                employment by the Company or by a Group Company or is in the
                public domain otherwise than as a result of a breach by him of
                this CLAUSE 15; or

        15.4.3  any information disclosed to the Executive by a third party who
                is not bound by any duty of confidence to the Company or any
                Group Company.

15.5    The provisions of this CLAUSE 15 are without prejudice to the duties and
        obligations of the Executive to be implied into this Agreement at common
        law.

16.     PATENTS

16.1    The Executive must disclose immediately to the Company any discovery or
        invention or secret process or improvement in procedure made or
        discovered by the Executive during his employment in connection with or
        in any way affecting or relating to the business of the Company or any
        Group Company or capable of being used or adapted for use in or in
        connection with any such company ("Inventions") which Inventions will
        belong to and be the absolute property of the Company or such other
        person, firm, company or organisation as the Company may require.

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<PAGE>   15

16.2    If requested by the Board (whether during or after the termination of
        his employment) the Executive will at the expense of the Company apply
        or join in applying for letters patent or other similar protection in
        the United Kingdom or any other part of the world for all Inventions and
        will do everything necessary (including executing documents) for vesting
        letters patent or other similar protection when obtained and all right
        and title to and interest in all Inventions in the Company absolutely
        and as sole beneficial owner or in such other person, firm, company or
        organisation as the Company may require.

16.3    The Executive will (both during and after the termination of his
        employment) at the Company's expense anywhere in the world and at any
        time promptly do everything (including executing documents) that may be
        required by the Board to defend or protect for the benefit of the
        Company all Inventions and the right and title of the Company to them.

16.4    The Executive hereby irrevocably authorises the Company to appoint a
        person to execute any documents and to do everything necessary to effect
        his obligations under this CLAUSE 16 on his behalf.

16.5    The provisions of CLAUSE 16.1 to 16.3 (inclusive) are without prejudice
        to the provisions of the Patents Act 1977.

17.     COPYRIGHT

17.1    The entire copyright and all similar rights (including future copyright,
        the right to register trade marks or service marks and the right to
        register designs and design rights) throughout the world in works of any
        description produced by the Executive in the course of or in connection
        with his employment ("Works") will vest in and belong to the Company
        absolutely throughout the world for the full periods of protection
        available in law including all renewals and extensions.

17.2    The Executive will (both during and after the termination of his
        employment) at the Company's request and expense anywhere in the world
        and at any time promptly do everything (including executing documents)
        that may be required by the Board to assure, defend or protect the
        rights of the Company in all Works.

17.3    The Executive hereby irrevocably authorises the Company to appoint a
        person to execute any documents and to do everything necessary to effect
        the obligations of the Executive under this CLAUSE 17 on the Executive's
        behalf.

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<PAGE>   16

17.4    For the purposes of CLAUSE 16 and CLAUSE 17, the Executive hereby
        irrevocably and unconditionally waives in favour of the Company the
        moral rights conferred on him by Chapter IV Part 1 of the Copyright
        Designs and Patents Act 1988 in respect of any Inventions or Works in
        which the copyright is vested in the Company under CLAUSE 16, this
        CLAUSE 17 or otherwise.

18.     INCAPACITY

18.1    If the Executive is absent from his duties as a result of illness or
        injury he will notify the Chief Operations Officer as soon as possible
        and complete any self-certification forms which are required by the
        Company. If the incapacity continues for a period of seven days or more
        he will produce to the Company a medical certificate to cover the
        duration of such absence.

18.2    Subject to the rest of CLAUSE 18 and to CLAUSE 19.1.7 and subject to the
        receipt of the appropriate certificates in accordance with CLAUSE 18.1,
        if the Executive is absent from his duties as a result of illness or
        injury he will be entitled to payment of his salary at the full rate in
        respect of such illness or injury for a period (in total) of no more
        than 26 weeks in any period of 12 months (whether the absence is
        intermittent or continuous). Thereafter the Executive will not be
        entitled to any further payment from the Company or any other Group
        Company until the resumption of his duties.

18.3    If the Executive is absent from work because of any injury or condition
        (physical or mental and whether or not sustained in the course of his
        duties) caused wholly or partly by any act or omission of any person,
        firm, company or organisation (other than the Company or any Group
        Company) from whom the Executive may be or become entitled to recover
        damages or compensation, any sum paid by the Company to the Executive in
        respect of the said absence will be an interest free loan (subject to
        any limit imposed under the Companies Act 1985 or other relevant
        legislation) to the Executive repayable immediately by the Executive to
        the Company on recovery by him of any such damages or compensation.

18.4    If the Executive has been absent from work because of any injury or
        condition caused wholly or partly by the Company or any Group Company or
        any person for whom the Company or any Group Company is vicariously
        liable and for which the Executive may be or become entitled to recover
        damages or compensation, any such damages or compensation payable will
        be reduced by the amount of any sick pay (statutory or otherwise) paid
        to him and by the pension received or receivable by him in the period in
        respect of which such damages or compensation are calculated.

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18.5    The remuneration paid under CLAUSE 18.2 will include any Statutory Sick
        Pay payable and when this is exhausted will be reduced by the amount of
        any Social Security Sickness Benefit or other benefits recoverable by
        the Executive (whether or not recovered). For the avoidance of doubt the
        provisions of this CLAUSE 18 and any right or prospective right the
        Executive has or may have to receive any benefits under the Company's
        permanent heath insurance scheme referred to in CLAUSE 10.2.3 will not
        prejudice or limit in any way the Company's right to terminate this
        Agreement pursuant to CLAUSES 3.2, 3.3, 3.5, 19.1 or otherwise pursuant
        to its terms.

18.6    Whether or not the Executive is absent by reason of sickness, injury or
        other incapacity the Executive will at the request of the Board agree to
        have a medical examination performed by a doctor appointed and paid for
        by the Company and the Executive hereby authorises the Board to have
        unconditional access to any report or reports (including copies)
        produced as a result of any such examination as the Board may from time
        to time require and entitlements to salary pursuant to CLAUSE 18.2 will
        be conditional on the Executive complying with the terms of this CLAUSE
        18.6.

19.     TERMINATION

19.1    The Company may terminate the Executive's employment immediately by
        summary notice in writing (notwithstanding that the Company may have
        allowed any time to elapse or on a former occasion may have waived its
        rights under this CLAUSE 19) if he:

        19.1.1  commits, repeats or continues any breach of any part of this
                Agreement or his obligations under it;

        19.1.2  in the performance of his duties under this Agreement or
                otherwise commits any act of gross misconduct or serious
                incompetence or does or omits to do any thing else which is
                seriously prejudicial to the interests of the Company or any
                Group Company;

        19.1.3  adversely prejudices or because of his behaviour is likely in
                the reasonable opinion of the Board to prejudice adversely the
                interests or reputation of the Executive, the Company or any
                Group Company;

        19.1.4  is convicted of any criminal offence involving dishonesty or
                violence other than an offence which does not in the reasonable
                opinion of the Board affect his position under this Agreement;

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        19.1.5  becomes bankrupt or enters into or makes any arrangement or
                composition with or for the benefit of his creditors generally;

        19.1.6  becomes of unsound mind;

        19.1.7  becomes incapacitated from performing all or any of his duties
                under this Agreement by illness, injury or otherwise for a
                period exceeding (in total) 26 weeks (or such longer period as
                the Company may agree) in any period of 12 months ; or

        19.1.8  becomes prohibited by law from being a director of a company or
                if the Executive ceases to be a director of the Company without
                the consent or concurrence of the Company.

19.2    Without prejudice to CLAUSE 4.1 after notice of termination has been
        given by either party pursuant to CLAUSE 3.2 or if the Executive seeks
        to or indicates an intention to resign as a director of the Company or
        any Group Company or terminate his employment, provided that the
        Executive continues to be paid and enjoys his full contractual benefits
        until his employment terminates in accordance with the terms of this
        Agreement, the Board may in its absolute discretion without breaking the
        terms of this Agreement or giving rise to any claim against the Company
        or any Group Company for all or part of the notice period (as the case
        may be):

        19.2.1  exclude the Executive from the premises of the Company and/or
                any Group Company;

        19.2.2  require him to carry out specified duties (consistent with the
                Executive's status, role and experience for the Company) other
                than those referred to in CLAUSE 4 or to carry out no duties;

        19.2.3  announce to employees, suppliers and customers and the London
                Stock Exchange that he has been given notice of termination or
                has resigned (as the case may be);

        19.2.4  instruct the Executive not to communicate orally or in writing
                with suppliers, customers, employees, agents or representatives
                of the Company or any Group Company until his employment
                hereunder has terminated.

19.3    On commencement of any period of exclusion pursuant to CLAUSE 19.2 the
        Executive will:

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        19.3.1  deliver up to the Company in accordance with CLAUSE 22 all
                property belonging to the Company or any Group Company; and

        19.3.2  resign in accordance with CLAUSE 23 from all offices and
                appointments he holds in the Company and any Group Company.

19.4    During any period of exclusion pursuant to CLAUSE 19.2 the Executive
        will not be entitled to accrue holiday or any bonus/profit
        share/performance-related pay under CLAUSE 7.4. Any untaken holiday
        entitlement accrued up to the date of commencement of leave should be
        taken during the leave period. The Executive agrees to notify the
        Company of any day or days during the exclusion period when he will be
        unavailable due to holiday and will endeavour to agree convenient
        holiday dates in advance with the Board.

19.5    At the expense of the Company, before and after termination of the
        Executive's employment, the Executive will provide the Company and/or
        any Group Company with reasonable assistance regarding matters of which
        he has knowledge and/or experience in any proceedings or possible
        proceedings in which the Company and/or Group Company is or may be a
        party.

19.6    The Executive agrees that at the expense and request of the Company and
        in any event on termination of his employment he will transfer or
        procure the transfer of all shares held by him in trust or as a nominee
        by virtue of his employment with the Company to such person or persons
        as the Company may direct. If the Executive fails to do so within seven
        days of any such request or the termination of his employment (as the
        case may be) the Company is irrevocably authorised to appoint a person
        or persons to execute all necessary transfer forms and other
        documentation on his behalf.

20.     DEDUCTIONS

        The Executive hereby authorises the Company to deduct from his
        remuneration (which for this purpose includes salary, pay in lieu of
        notice, commission, bonus, holiday pay and sick pay) all debts owed by
        the Executive to the Company or any Group Company, including but without
        limitation the balance outstanding of any loans (and interest where
        appropriate) advanced by the Company to the Executive.

21.     DELIVERY OF DOCUMENTS AND PROPERTY

        On termination of his employment for any reason (or earlier if
        requested) the Executive will immediately deliver up to the Company all
        property (including but not limited to documents and software, credit
        cards, keys and security passes) belonging to

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        it or any Group Company in the Executive's possession or under his
        control. Documents and software include (but are not limited to)
        correspondence, diaries, address books, databases, files, reports,
        minutes, plans, records, documentation or any other medium for storing
        information. The Executive's obligations under this CLAUSE 22 include
        the return of all copies, drafts, reproductions, notes, extracts or
        summaries (however stored or made) of all documents and software.

22.     RESIGNATION AS DIRECTOR

22.1    The Executive will on termination of his employment for any reason at
        the request of the Board give notice resigning immediately without claim
        for compensation (but without prejudice to any claim he may have for
        damages for breach of this Agreement):

        22.1.1  as a director of the Company and all such Group Companies of
                which he is a director; and

        22.1.2  all trusteeships held by him of any pension scheme or other
                trusts established by the Company or any Group Company or any
                other company with which the Executive has had dealings as a
                consequence of his employment with the Company.

22.2    If notice pursuant to CLAUSE 23.1 is not received by the relevant
        company within seven days of a request by the Company, the Company is
        irrevocably authorised to appoint a person to execute any documents and
        to do everything necessary to effect such resignation or resignations on
        the Executive's behalf.

22.3    Except with the prior written agreement of the Board, the Executive will
        not during his employment under this Agreement resign his office as a
        director of the Company or any Group Company and if he does so without
        the consent or concurrence of the Company, the Company will be entitled
        to terminate his employment pursuant to CLAUSE 19.1.8 or at the
        Company's absolute discretion, to treat such resignation as notice of
        termination given by the Executive to the Company pursuant to CLAUSE 3.2
        and to suspend the Executive pursuant to CLAUSE 19.2.

22.4    The Executive will not be required to retire by rotation in accordance
        with any provisions in the Articles of Association of the Company. In
        all other respects the Executive's appointment as a director of the
        Company or any other Group Company will be subject to the Articles of
        Association from time to time of the relevant company.

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23.     RIGHTS FOLLOWING TERMINATION

        The termination of the Executive's employment under this Agreement will
        not affect any of the provisions of this Agreement which expressly
        operate or lawfully have effect after termination and will not prejudice
        any right of action already accrued to either party in respect of any
        breach of any terms of this Agreement by the other party.

24.     DISCIPLINARY AND GRIEVANCE PROCEDURES

24.1    The disciplinary procedure is not incorporated by reference in this
        Agreement and The Company does not have a formal disciplinary procedure
        which is applicable to the Executive.

24.2    If the Executive has a grievance in relation to his employment or is
        dissatisfied with a disciplinary decision against him he may apply in
        writing to the Board of Directors whose decision will be final.

25.     NOTICES

        Notice under this Agreement by the Executive to the Company should be
        addressed to the Company and left at its registered office or sent by
        first class post to its registered office and notices given by the
        Company to the Executive should be served personally or sent by first
        class post or sent by facsimile transmission to his usual or last known
        place of residence in England and in case of service by post the day of
        service will be 48 hours after posting.

26.     MISCELLANEOUS

26.1    This Agreement will be governed by and interpreted in accordance with
        the law of England and Wales.

26.2    The parties to this Agreement submit to the exclusive jurisdiction of
        the English Courts in relation to any claim, dispute or matter arising
        out of or relating to this Agreement.

26.3    Any delay by the Company in exercising any of its rights under this
        Agreement will not constitute a waiver of such rights.

THIS DOCUMENT is executed as a deed and delivered by the Executive on the date
stated at the beginning of this Deed.


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SIGNED by                                     ) /s/ H.W. Thacker

duly authorised to sign for and on behalf of  )
uDate.Com Limited                             )
in the presence of:                           )

Witness signature:                            /s/ Anthony Dunn

Name:

Address:

Occupation:                                   Technologist


SIGNED by Melvyn Morris                       ) /s/ Melvyn Morris
in the presence of:                           )

Witness signature:                            /s/ Anthony Dunn

Name:

Address:

Occupation:                                   Technologist



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Source: OneCLE Business Contracts.