Fee Payment Agreement - Broadview Associates, ClariNet Communications Corp., and Individual Inc.


                               INDIVIDUAL, INC.
                       8 New England Executive Park West
                             Burlington, MA 01803


                                        June  13,  1997

Broadview  Associates
950  Tower  Lane
18th  Floor
Foster  City,  California  94404-2130

ClariNet  Communications  Corp.
4880  Stevens  Creek  Boulevard
Suite  206
San  Jose,  California  95129

               RE:          PAYMENT  OF  BROADVIEW  SUCCESS  FEE
                            ------------------------------------

Ladies  and  Gentlemen:

     This  letter  (the  'Fee  Payment  Agreement')  is being delivered to you
pursuant  to Section 4.09 of that certain Agreement and Plan of Reorganization
(the  'Merger  Agreement')  dated  as  of June 13, 1997 among Individual, Inc.
('Individual'),  CN  Merger  Corp.,  a  wholly-owned  subsidiary of Individual
('Merger  Sub'),  ClariNet  Communications  Corp.  ('ClariNet')  and  certain
shareholders  of  ClariNet,  pursuant  to  which,  subject  to  the  terms and
conditions  set  forth in the Merger Agreement, Merger Sub will merge with and
into  ClariNet,  with  ClariNet  surviving  as  a  wholly-owned  subsidiary of
Individual  (the  'Merger').    Any  capitalized  terms  used  herein  without
definition  shall  have the meanings given such terms in the Merger Agreement.

     Pursuant  to  an  agreement  dated  August  29, 1996 between ClariNet and
Broadview  Associates  ('Broadview')  (the  'Broadview/ClariNet  Agreement'),
ClariNet  has  agreed to pay Broadview a success fee in the amount of $500,000
(the  'Success  Fee')  upon  the  consummation of the Merger.  By this letter,
Individual hereby agrees that, upon the consummation of the Merger, Individual
shall  assume  the  obligation  and pay directly to Broadview the Success Fee,
payable  in  Individual's  sole  discretion  in  cash,  Buyer  Stock  or  some
combination of both, in full payment for all services rendered by Broadview to
any  Person in connection with the Merger, pursuant to the following terms and
conditions:

     1.       Delivery of Initial Shares.  Upon the consummation of the Merger
              --------------------------
at  the  Effective  Time,  Individual  shall  issue  and  deliver to Broadview
certificates  representing  100,000  shares  of  Buyer  Stock  (the  'Initial
Shares').    The  Initial  Shares  shall  be  subject to certain restrictions,
conditions  and  limitations,  as  provided  herein.

     2.        Full Cash Payment.  At any time on or before 5:00 p.m. (Eastern
               -----------------
Standard  time)  on the day that the shelf Registration Statement (the 'Resale
Registration  Statement')  which  Individual  is  required  to  file  with the
Securities  and  Exchange  Commission  pursuant  to  the  Registration  Rights
Agreement  (the  'Registration  Rights  Agreement')  dated as of June 18, 1997
among  Individual, Broadview, ClariNet and certain shareholders of ClariNet is
declared  effective  by  the  Securities  and  Exchange  Commission  (the
'Determination  Date'),  Individual  may  elect,  in  its  sole discretion, by
written  notice to Broadview, to pay $500,000 in cash to Broadview in full and
final  payment  of  the  Success Fee (the 'Full Cash Payment'), in lieu of the
Initial  Shares.    Upon  Broadview's  receipt  of  the Full Cash Payment from
Individual, which shall be made by Individual not later than five (5) business
days  following  the date of the foregoing election notice, the Initial Shares
automatically  shall  be  deemed  to  be  canceled  on  the  stock  records of
Individual  and  Broadview shall promptly return the certificates representing
the  Initial  Shares  to  Individual  for  destruction.    If the certificates
representing  the  Initial Shares were lost, stolen or destroyed or if for any
other  reason  Broadview  fails  to  return  the certificates representing the
Initial  Shares  to Individual, Broadview hereby agrees that it will indemnify
Individual  and hold it harmless from any and all damages, losses, liabilities
and  other  expenses  incurred  by  Individual  as a result of such failure of
return,  and,  at  the  request  of  Individual, will sign a written indemnity
agreement  to  that  effect.

     3.          Partial  Cash Payment.  Alternatively, Individual may instead
                 ---------------------
elect, in its sole discretion, by written notice to Broadview delivered at any
time on or before 5:00 p.m. (Eastern Standard Time) on the Determination Date,
to  pay  Broadview  an  amount  of  cash less than $500,000 (the 'Partial Cash
Payment'),  which  shall  be paid by Individual not later than 5 business days
following  the  date  of  such  notice, and which, together with the number of
Initial  Shares  (and,  if applicable, additional shares of Buyer Stock) to be
retained  by  Broadview  after  the  Determination Date in accordance with the
following  provisions,  will  constitute full and final payment of the Success
Fee:

          (A)     In the event that the quotient (the 'Partial Cash Adjustment
Quotient')  obtained  by  dividing (i) the difference between $500,000 and the
amount  of  the  Partial  Cash  Payment  by  (ii) the lower of (x) the average
closing sale price of Buyer Stock on the Nasdaq National Market for the 30-day
period  ending  on the day immediately preceding the Determination Date or (y)
the  average  closing  sale price of Buyer Stock on the Nasdaq National Market
for the 5-day period ending on the day immediately preceding the Determination
Date,  is  greater  than  the total number of Initial Shares, Individual shall
issue  and  deliver  to  Broadview  within  five  (5)  business days after the
Determination  Date an additional number of shares of Buyer Stock equal to the
difference  between  the  Partial  Cash  Adjustment Quotient and the number of
Initial  Shares.

          (B)        In the event that the Partial Cash Adjustment Quotient is
less  than  the  total  number of Initial Shares, the number of Initial Shares
equal  to  the  difference  between the total number of Initial Shares and the
Partial  Cash Adjustment Quotient shall automatically be canceled on the stock
records  of  Individual  as  of  the  Determination  Date  and Broadview shall
promptly return the certificates representing such number of Initial Shares to
Individual  for  destruction.    If Broadview does not return the certificates
representing  such  Initial  Shares to Individual for destruction because such
certificates were lost, stolen or destroyed or for any other reason, Broadview
hereby  agrees that it will indemnify Individual and hold it harmless from any
and all damages, losses, liabilities and other expenses incurred by Individual
as a result of such failure of return, and, at the request of Individual, will
sign  a  written  indemnity  agreement  to  that  effect.

     4.          No  Cash  Payment.  If Individual does not elect by 5:00 p.m.
                 -----------------
(Eastern  Standard  time) on the Determination Date to deliver either the Full
Cash  Payment  or  a Partial Cash Payment to Broadview, Broadview shall retain
the  Initial  Shares as full and final payment for the Success Fee, subject to
either  the  issuance  of additional shares of Buyer Stock to Broadview or the
cancellation  and  return  of  certain of the Initial Shares to Individual, in
accordance  with  the  following:

          (A)       In the event that the quotient (the 'Stock Only Adjustment
Quotient')  obtained  by  dividing  $500,000  by  the lower of (i) the average
closing sale price of Buyer Stock on the Nasdaq National Market for the 30-day
period  ending on the day immediately preceding the Determination Date or (ii)
the  average  closing  sale price of Buyer Stock on the Nasdaq National Market
for the 5-day period ending on the day immediately preceding the Determination
Date,  is  greater  than  the total number of Initial Shares, Individual shall
issue  and  deliver  to  Broadview  within  five  (5)  business days after the
Determination  Date an additional number of shares of Buyer Stock equal to the
difference  between  the  Stock  Only  Adjustment  Quotient  and the number of
Initial  Shares.

          (B)     In the event that the Stock Only Adjustment Quotient is less
than the total number of Initial Shares, the number of Initial Shares equal to
the  difference  between the total number of Initial Shares and the Stock Only
Adjustment  Quotient  shall  automatically be canceled on the stock records of
Individual  as  of  the Determination Date and Broadview shall promptly return
the  certificates representing such number of Initial Shares to Individual for
destruction.   If Broadview does not return the certificates representing such
Initial  Shares  to  Individual for destruction because such certificates were
lost,  stolen  or  destroyed  or for any other reason, Broadview hereby agrees
that  it  will  indemnify  Individual  and  hold  it harmless from any and all
damages,  losses,  liabilities  and other expenses incurred by Individual as a
result of such failure of return, and, at the request of Individual, will sign
a  written  indemnity  agreement  to  that  effect.

     5.      Registration.  In the event that Individual elects not to deliver
             ------------
the  Full  Cash  Payment provided for in paragraph 2, Individual shall include
the  Initial  Shares,  plus  any  additional  shares  of Buyer Stock issued to
                       ----
Broadview  in  accordance  with  paragraphs 3(A) or 4(A), or minus the Initial
                                                          --------
Shares  canceled on the stock records of Individual and returned to Individual
in  accordance with paragraphs 3(B) or 4(B), as the case may be (in total, the
'Final  Shares'),  in the Resale Registration Statement, subject to all of the
terms  and  conditions  set forth in the Registration Rights Agreement and the
following  additional  terms:

          (A)       In the event that (i) the Resale Registration Statement is
not  filed on or before October 1, 1997 (the 'Initial Gross-up Date') and (ii)
Broadview  has  not  sold,  agreed  to sell, transferred, pledged, assigned or
otherwise  disposed  of any of the Final Shares, then: (x) Individual will pay
Broadview  within  five  (5)  business days after the Initial Gross-up Date an
amount of cash equal to the difference between the Success Fee and any Partial
Cash  Payment  that  Individual  previously  paid to Broadview pursuant to the
preceding  paragraphs  of  this Fee Payment Agreement and (y) all of the Final
Shares  shall  automatically be canceled on the stock records of Individual as
of  the  Initial  Gross-up  Date  and  Broadview  shall  promptly  return  the
certificates representing all such Final Shares to Individual for destruction.
If  Broadview  does  not  return  the certificates representing all such Final
Shares  to  Individual  for  destruction because the certificates representing
such  Final  Shares  were  lost,  stolen or destroyed or for any other reason,
Broadview hereby agrees that it will indemnify Individual and hold it harmless
from  any  and all damages, losses, liabilities and other expenses incurred by
Individual  as  a  result  of  such  failure of return, and, at the request of
Individual,  will  sign  a  written  indemnity  agreement  to that effect; and

          (B)     In the event that the Resale Registration Statement is filed
on or before October 1, 1997, but (i) the Resale Registration Statement is not
declared  effective  by  the  Securities  and Exchange Commission on or before
November 15, 1997 (the 'Final Gross-up Date') and (ii) Broadview has not sold,
agreed to sell, transferred, pledged, assigned or otherwise disposed of any of
the  Final  Shares,  then:  (x)  Individual will pay Broadview within five (5)
business  days  after  the  Final Gross-up Date an amount of cash equal to the
difference  between  the  Success  Fee  and  any  Partial  Cash  Payment  that
Individual  previously  paid to Broadview pursuant to the preceding paragraphs
of  this  Fee  Payment  Agreement  and  (y)  all  of  the  Final  Shares shall
automatically  be  canceled on the stock records of Individual as of the Final
Gross-up  Date  and  Broadview  shall  promptly  return  the  certificates
representing  all  such  Final  Shares  to  Individual  for  destruction.   If
Broadview  does not return the certificates representing all such Final Shares
to Individual for destruction because the certificates representing such Final
Shares  were  lost,  stolen  or  destroyed  or for any other reason, Broadview
hereby  agrees that it will indemnify Individual and hold it harmless from any
and all damages, losses, liabilities and other expenses incurred by Individual
as a result of such failure of return, and, at the request of Individual, will
sign  a  written  indemnity  agreement  to  that  effect.

     6.          Investment  Representations.
                 ---------------------------

          (A)     No Distribution(a)     No Distribution.  Any shares of Buyer
                  ---------------        ---------------
Stock  acquired  by  Broadview  hereunder  are  being  acquired solely for the
purpose of investment for Broadview's own accounts, and not with a view to, or
for  resale  in  connection  with,  any distribution of such shares; provided,
however,  that,  subject  to  the  terms  and conditions contained in this Fee
Payment Agreement and the Registration Rights Agreement, shares of Buyer Stock
issued  to  Broadview hereunder may be included for registration in the Resale
Registration Statement filed pursuant to the Registration Rights Agreement and
sold pursuant thereto.  Broadview is not a party to any contract, undertaking,
agreement  or  arrangement  with  any  Person  to  sell,  transfer  or  grant
participation  rights  to  any  such Person or any third party with respect to
such  shares  of  Buyer  Stock.

          (B)     Investor Qualification'(b)InvestorQualification'.  Broadview
                  ----------------------    ---------------------
has  such  knowledge and experience in financial and business matters so as to
enable  Broadview to evaluate the merits and risks attendant to receipt of and
investment  in  the  Buyer  Stock.    Broadview  is able to bear the risk of a
complete  loss  of  its  investment  in  the  Buyer  Stock.

          (C)      Restrictions on Resale'(c)RestrictionsonResale'.  Broadview
                   ----------------------    --------------------
acknowledges  and  understands  that:

               (i)          Except as otherwise provided herein, the shares of
Buyer  Stock  are  being  issued without registration under the 1933 Act based
upon an exemption provided under the 1933 Act, and Broadview's representations
contained  in this Fee Payment Agreement are a material factor with respect to
that  exemption.

               (ii)      The shares of Buyer Stock are 'restricted securities'
within  the meaning of Rule 144 under the 1933 Act and as such may not be sold
or  disposed of other than pursuant to Rule 144, pursuant to an exemption from
registration provided by the 1933 Act or pursuant to an effective registration
statement  thereunder.

               (iii)         Broadview hereby consents to the placement on the
certificates  representing  all  of  the  shares  of  Buyer Stock issued to it
hereunder  of  the  1933  Act  Legend and a legend reflecting the restrictions
imposed  on  such  shares  pursuant  to  this  Fee  Payment  Agreement.

          (D)          Access  to  Information(D)       ACCESS TO INFORMATION.
                       -----------------------          ---------------------
Broadview acknowledges that it has had the opportunity to ask questions of and
receive  answers  from  officers  and  employees of Individual relating to the
terms  and  conditions  of this Fee Payment Agreement.  Broadview has received
and  reviewed complete and accurate copies, as amended or supplemented, of the
Buyer's  SEC Reports.  Broadview has had the opportunity to receive and review
such  other  documents  concerning  Individual  as  Broadview  has  requested.

     7.     Pooling Lock-Up Agreement.  Broadview shall execute and deliver to
            -------------------------
Individual  a pooling lock-up letter in substantially the form attached hereto
as  Annex  A, pursuant to which Broadview shall agree, among other things, not
    --------
to  sell  or otherwise transfer any shares of Buyer Stock prior to twenty-four
hours  after  the release by Individual of financial results covering at least
30  days  of  combined  operations  of  Individual  and  ClariNet.

     8.      Expense Reimbursement; Complete Payment; Termination.  Individual
             ----------------------------------------------------
shall  reimburse  Broadview  for  up  to  $5,000.00 in out-of-pocket costs and
expenses  incurred  by  Broadview  in connection with the Merger (the 'Expense
Reimbursement').  Other than the Expense Reimbursement, the Success Fee is the
only  compensation  to  which  Broadview  is  entitled  in connection with the
consummation  of  the  Merger, whether from Individual, ClariNet, or any other
Person.    If  the  Merger is not consummated for any reason, this Fee Payment
Agreement  shall  terminate  in  its  entirety  and  be of no further force or
effect,  and  none  of the parties hereto shall have any rights or obligations
hereunder.   Without limiting the generality of the preceding sentence, if the
Merger  is not consummated for any reason, Individual shall have no obligation
to  pay  the  Success  Fee  or make any other payment to or for the benefit of
Broadview,  whether  in  the form of cash, Buyer Stock or otherwise.  Upon the
consummation  of  the Merger, the Broadview/ClariNet Agreement shall terminate
in  its entirety and be of no further force or effect, and none of the parties
to  the  Broadview/ClariNet  Agreement  shall  have  any rights or obligations
thereunder.

     9.     Taxes.  Individual shall be entitled to comply with all applicable
            ------
Federal,  State,  local,  and  foreign  tax payment, withholding and reporting
requirements imposed by law in connection with the payment of the Success Fee.






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     Please  acknowledge  your agreement to the terms and conditions set forth
in  this  Fee  Payment  Agreement  by  signing below on the appropriate lines.


                              Sincerely,


                              Individual,  Inc.

                              By:  /s/  Robert  L.  Lentz
                                   ----------------------

                              Print  Name:  /s/  Robert  L.  Lentz
                                            ----------------------

                              Title:  Senior  Vice  President,  Finance  and
                              Administration,  Chief  Financial  Officer,
                              Treasurer  and  Secretary




AGREED  TO  AND  ACCEPTED  BY:

BROADVIEW  ASSOCIATES

By:  /s/  Stephen  S.  Smith
     -----------------------

Print  Name:  /s/  Stephen  S.  Smith
            -------------------------

Title:Managing  Director
      ------------------




CLARINET  COMMUNICATIONS  CORP.

By:  /s/  Roy  Folk
     --------------

Print  Name:  /s/  Roy  Folk
            ----------------

Title:President
      ---------



                                                                        ------
                                                                       Annex A
                                                                       -------

                           Broadview Pooling Lock-Up


                           POOLING LOCK-UP AGREEMENT

                                   June  13,  1997


INDIVIDUAL,  INC.
8  New  England  Executive  Park  West
Burlington,  MA  01803

Ladies  and  Gentlemen:

     Pursuant  to  the terms of the Agreement and Plan of Reorganization dated
as  of  June  13,  1997  (the 'Agreement'), among INDIVIDUAL, INC., a Delaware
corporation  ('Parent'),  CN  MERGER  CORP.,  a  Delaware  corporation  and
wholly-owned  subsidiary of Parent ('Merger Sub'), and ClariNet Communications
Corp.,  a  California  corporation  (the  'Company'),  Parent will acquire the
Company  through  the  merger  of  Merger  Sub  with and into the Company (the
'Merger').    Subject  to  the  terms  and conditions of the Agreement, at the
Effective Time (as defined in the Agreement), outstanding shares of the Common
Stock,  no  par  value  per share, of the Company (the 'Company Common Stock')
will  be  converted into the right to receive shares of the Common Stock, $.01
par  value  per  share,  of  Parent  (the 'Parent Common Stock'), on the basis
described  in the Agreement.  Capitalized terms used herein without definition
shall  have  the  meanings  given  such  terms  in  the  Agreement.

     In  addition,  pursuant  to  the  terms and conditions of the Fee Payment
Agreement  dated  as  of  June  13, 1997 among Parent, the undersigned and the
Company  (the  'Fee Payment Agreement'), the Parent has agreed to issue to the
undersigned  at  the  Effective  Time  shares  of  Parent  Common  Stock.   In
consideration for the receipt of such shares, pursuant to Section 5 of the Fee
Payment Agreement, the undersigned has agreed to execute and deliver to Parent
this  Pooling  Lock-Up  Agreement  (the  'Pooling  Lock-Up  Agreement').

     The  undersigned  understands  that  the  representations, warranties and
covenants  set  forth  herein  will  be relied upon by Parent, stockholders of
Parent,  the  Company,  other shareholders of the Company and their respective
counsel  and  accountants.

     The  undersigned  represents and warrants to and agrees with Parent that:

     1.     The undersigned has full power to execute and deliver this Pooling
Lock-Up Agreement and to make the representations and warranties herein and to
perform  its  obligations  hereunder;

     2.      The undersigned has carefully read this Pooling Lock-Up Agreement
and  the  Agreement  and  discussed  the  requirements  and  other  applicable
limitations  upon its ability to sell, transfer or otherwise dispose of Parent
Common Stock to the extent the undersigned felt necessary, with its counsel or
counsel  for  the  Company.

     3.          The  undersigned  shall  not make any sale, transfer or other
disposition  of  Parent  Common Stock in violation of the Act or the Rules and
Regulations.

     4.         Except as otherwise provided in the Agreement, the Fee Payment
Agreement  or the other Ancillary Agreements, Parent is under no obligation to
register the sale, transfer or other disposition of Parent Common Stock by the
undersigned  or  on  its  behalf  under  the  Act  or to take any other action
necessary in order to make compliance with an exemption from such registration
available.

     5.      Parent, in its sole discretion, may cause stop transfer orders to
be  placed with the transfer agent with respect to the undersigned's shares of
Parent  Common  Stock and may cause legends to be placed on the certificate(s)
representing  such  shares relating to this Pooling Lock-up Agreement, the Fee
Payment  Agreement  and other transfer restrictions applicable to such shares.

     6.          The  undersigned has not at any time since May 10, 1997 or in
contemplation  of  the  Merger engaged, and will not, after the Effective Time
(as defined in the Agreement) and until such time as results covering at least
30  days  of combined operations of the Company and Parent have been published
by  Parent, in the form of a quarterly or annual earnings report, an effective
registration  statement  filed with the Commission, a report to the Commission
on  Form  10-K,  10-Q  or  8-K,  or  any  other  public filing or announcement
(including a press release) which includes the combined results of operations,
engage,  in  any  sale, exchange, transfer, pledge, disposition of or grant of
any  option,  the establishment of any 'short' or put-equivalent position with
respect  to  or  the entry into any similar transaction intended to reduce the
risk  of  the  undersigned's risk of ownership of or investment in, any of the
following:

     (a)      any shares of Parent Common Stock which the undersigned acquires
in  connection  with  the  Merger and Fee Payment Agreement, or any securities
which  may  be  paid  as  a  dividend or otherwise distributed thereon or with
respect  thereto  or  issued or delivered in exchange or substitution therefor
(all  such shares and other securities being referred to herein, collectively,
as  'Restricted  Securities'),  or  any  option,  right or other interest with
respect  to  any  Restricted  Securities;

(b)          any  Company  Securities;  or

     (c)          any  shares  of Company Common Stock or other Company equity
securities  which  the  undersigned  purchases or otherwise acquires after the
execution  of  this  Pooling  Lock-up  Agreement.

     7.          As promptly as practicable following the Merger, Parent shall
publish  financial results covering at least 30 days of combined operations of
the  Company  and Parent in the form of a quarterly or annual earnings report,
an effective registration statement filed with the Commission, a report to the
Commission  on  Form  10-K,  10-Q  or  8-K,  or  any  other  public  filing or
announcement  (including  a press release) which includes the combined results
of  operations of the Company and Parent; provided, however, that Parent shall
be  under  no  obligation to publish any such financial information other than
with  respect  to  a  fiscal  quarter  of  Parent.









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Very  truly  yours,



BROADVIEW  ASSOCIATES


By:  /s/  Javier  E.  Rojas__
   --------------------------


Print  Name:  /s/  Javier  E.  Rojas__
            --------------------------


Title:  Managing  Director
      --------------------












Accepted  this  18th  day  of
June,  1997,  by:

INDIVIDUAL,  INC.

By:    /s/  Robert  L.  Lentz
       ----------------------
     Name:  Robert  L.  Lentz
     Title:  Senior  Vice  President,  Finance  and
          Administration,  Chief  Financial  Officer,
          Treasurer  and  Secretary