{"id":43016,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-and-reorganization-desktop-data.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-and-reorganization-desktop-data","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-and-reorganization-desktop-data.html","title":{"rendered":"Agreement and Plan of Merger and Reorganization &#8211; Desktop Data Inc. and Individual Inc."},"content":{"rendered":"<pre>\n                AGREEMENT AND PLAN OF MERGER AND REORGANIZATION\n\n                                BY AND BETWEEN\n\n                              DESKTOP DATA, INC.\n\n                                      AND\n\n                               INDIVIDUAL, INC.\n\n\n\n                          DATED AS OF NOVEMBER 2, 1997\n                                        \n\n \nTABLE OF CONTENTS                                                           Page\n                                                                            ----\n\nARTICLE I -- THE MERGER......................................................  2\n\n SECTION 1.01.  THE MERGER. .................................................  2\n SECTION 1.02.  EFFECTIVE TIME. .............................................  2\n SECTION 1.03.  EFFECT OF THE MERGER.........................................  2\n SECTION 1.04.  CERTIFICATE OF INCORPORATION; BY-LAWS........................  3\n SECTION 1.05.  DIRECTORS AND OFFICERS.......................................  3\n SECTION 1.06.  EFFECT ON CAPITAL STOCK......................................  3\n SECTION 1.07.  EXCHANGE OF CERTIFICATES.....................................  4\n SECTION 1.08.  STOCK TRANSFER BOOKS.........................................  6\n SECTION 1.09.  NO FURTHER OWNERSHIP RIGHTS IN INDIVIDUAL COMMON STOCK.......  6\n SECTION 1.10.  LOST, STOLEN OR DESTROYED CERTIFICATES.......................  6\n SECTION 1.11.  TAX AND ACCOUNTING CONSEQUENCES..............................  6\n SECTION 1.12.  TAKING OF NECESSARY ACTION; FURTHER ACTION...................  6\n SECTION 1.13.  MATERIAL ADVERSE EFFECT......................................  7\n\nARTICLE II -- REPRESENTATIONS AND WARRANTIES OF INDIVIDUAL...................  7\n\n SECTION 2.01.  ORGANIZATION OF INDIVIDUAL...................................  7\n SECTION 2.02.  CAPITAL STRUCTURE............................................  7\n SECTION 2.03.  OBLIGATIONS WITH RESPECT TO CAPITAL STOCK....................  8\n SECTION 2.04.  AUTHORITY....................................................  8\n SECTION 2.05.  SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW NOT\n                  APPLICABLE.................................................  9\n SECTION 2.06.  SEC FILINGS; INDIVIDUAL FINANCIAL STATEMENTS................. 10\n SECTION 2.07.  ABSENCE OF CERTAIN CHANGES OR EVENTS......................... 10\n SECTION 2.08.  TAXES........................................................ 11\n SECTION 2.09.  INTELLECTUAL PROPERTY........................................ 11\n SECTION 2.10.  COMPLIANCE; PERMITS; RESTRICTIONS............................ 12\n SECTION 2.11.  LITIGATION................................................... 12\n SECTION 2.12.  BROKERS' AND FINDERS' FEES................................... 12\n SECTION 2.13.  EMPLOYEE BENEFIT PLANS....................................... 13\n SECTION 2.14.  ABSENCE OF LIENS AND ENCUMBRANCES; CONDITION OF EQUIPMENT.... 13\n SECTION 2.15.  ENVIRONMENTAL MATTERS........................................ 13\n SECTION 2.16.  LABOR MATTERS................................................ 14\n SECTION 2.17.  AGREEMENTS, CONTRACTS AND COMMITMENTS........................ 15\n SECTION 2.18.  POOLING OF INTERESTS......................................... 16\n SECTION 2.19.  CHANGE OF CONTROL PAYMENTS................................... 16\n SECTION 2.20.  STATEMENTS; PROXY STATEMENT\/PROSPECTUS....................... 16\n SECTION 2.21.  BOARD APPROVAL............................................... 17\n SECTION 2.22.  FAIRNESS OPINION............................................. 17\n SECTION 2.23.  MINUTE BOOKS................................................. 17\n\nARTICLE III REPRESENTATIONS AND WARRANTIES OF DESKTOP........................ 17\n\n SECTION 3.01.  ORGANIZATION OF DESKTOP...................................... 17\n SECTION 3.02.  DESKTOP CAPITAL STRUCTURE.................................... 17\n\n                                      -i-\n\n \n SECTION 3.03.  OBLIGATIONS WITH RESPECT TO CAPITAL STOCK.................... 18\n SECTION 3.04.  AUTHORITY.................................................... 18\n SECTION 3.05.  SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW NOT\n                APPLICABLE................................................... 20\n SECTION 3.06.  SEC FILINGS; DESKTOP FINANCIAL STATEMENTS.................... 20\n SECTION 3.07.  ABSENCE OF CERTAIN CHANGES OR EVENTS......................... 21\n SECTION 3.08.  TAXES........................................................ 21\n SECTION 3.09.  INTELLECTUAL PROPERTY........................................ 21\n SECTION 3.10.  COMPLIANCE; PERMITS; RESTRICTIONS............................ 22\n SECTION 3.11.  LITIGATION................................................... 22\n SECTION 3.12.  BROKERS' AND FINDERS' FEES................................... 23\n SECTION 3.13.  EMPLOYEE BENEFIT PLANS....................................... 23\n SECTION 3.14.  ABSENCE OF LIENS AND ENCUMBRANCES; CONDITIONS OF EQUIPMENT... 23\n SECTION 3.15.  ENVIRONMENTAL MATTERS........................................ 24\n SECTION 3.16.  LABOR MATTERS................................................ 24\n SECTION 3.17.  AGREEMENTS, CONTRACTS AND COMMISSIONS........................ 24\n SECTION 3.18.  POOLING OF INTERESTS......................................... 26\n SECTION 3.19.  CHANGE OF CONTROL PAYMENTS................................... 26\n SECTION 3.20.  STATEMENTS; PROXY STATEMENTS\/PROSPECTUS...................... 26\n SECTION 3.21.  BOARD APPROVAL............................................... 26\n SECTION 3.22.  FAIRNESS OPINION............................................. 27\n SECTION 3.23.  MINUTE BOOKS................................................. 27\n\nARTICLE IV -- CONDUCT OF BUSINESS PENDING THE MERGER......................... 27\n\n SECTION 4.01  CONDUCT OF BUSINESS........................................... 27\n SECTION 4.02.  NO SOLICITATION.............................................. 27\n\nARTICLE V -- ADDITIONAL INFORMATION.......................................... 30\n\n SECTION 5.01.  PROXY STATEMENT\/PROSPECTUS; REGISTRATION STATEMENT; OTHER\n                FILINGS...................................................... 32\n SECTION 5.02.  MEETINGS OF STOCKHOLDERS..................................... 33\n SECTION 5.03.  ACCESS TO INFORMATION; CONFIDENTIALITY....................... 33\n SECTION 5.04.  CONSENTS, APPROVALS.......................................... 34\n SECTION 5.05.  STOCK OPTIONS................................................ 34\n SECTION 5.06.  INDIVIDUAL EMPLOYEE STOCK PURCHASE PLAN...................... 35\n SECTION 5.07.  INDIVIDUAL AFFILIATE AGREEMENT............................... 36\n SECTION 5.08.  DESKTOP AFFILIATE AGREEMENT.................................. 36\n SECTION 5.09.  INDEMNIFICATION AND INSURANCE................................ 36\n SECTION 5.10.  NOTIFICATION OF CERTAIN MATTERS.............................. 37\n SECTION 5.11.  FURTHER ACTION\/TAX TREATMENT................................. 38\n SECTION 5.12.  PUBLIC ANNOUNCEMENTS......................................... 38\n SECTION 5.13.  LISTING OF DESKTOP COMMON STOCK.............................. 38\n SECTION 5.14.  CONVEYANCE TAXES............................................. 38\n SECTION 5.15.  ACCOUNTANTS' LETTERS......................................... 38\n SECTION 5.16.  POOLING ACCOUNTING TREATMENT................................. 39\n SECTION 5.17.  THIRD PARTY CONSENTS......................................... 39\n SECTION 5.18.  TAX-FREE REORGANIZATION...................................... 39\n\n                                      -ii-\n\n \n SECTION 5.19.  BOARD OF DIRECTORS OF DESKTOP...............................  39\n SECTION 5.20.  OFFICERS OF DESKTOP.........................................  39\n SECTION 5.21.  CHANGE OF NAME..............................................  39\n SECTION 5.22.  FORM S-8....................................................  40\n\nARTICLE VI -- CONDITIONS TO THE MERGER......................................  40\n\n SECTION 6.01.  CONDITIONS TO OBLIGATION OF EACH PARTY TO EFFECT THE MERGER.  40\n SECTION 6.02.  ADDITIONAL CONDITIONS TO OBLIGATIONS OF DESKTOP.............  40\n SECTION 6.03.  ADDITIONAL CONDITIONS TO OBLIGATIONS OF INDIVIDUAL..........  42\n\nARTICLE VII -- TERMINATION..................................................  43\n\n SECTION 7.01.  TERMINATION.................................................  43\n SECTION 7.02.  NOTICE OF TERMINATION; EFFECT OF TERMINATION................  45\n SECTION 7.03.  FEES AND EXPENSES...........................................  45\n\nARTICLE VIII -- GENERAL PROVISIONS..........................................  47\n\n SECTION 8.01.  EFFECTIVENESS OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.  47\n SECTION 8.02.  NOTICES.....................................................  47\n SECTION 8.03.  CERTAIN DEFINITIONS.........................................  48\n SECTION 8.04.  AMENDMENT...................................................  48\n SECTION 8.05.  WAIVER......................................................  49\n SECTION 8.06.  HEADINGS....................................................  49\n SECTION 8.07.  SEVERABILITY................................................  49\n SECTION 8.08.  ENTIRE AGREEMENT............................................  49\n SECTION 8.09.  ASSIGNMENT..................................................  49\n SECTION 8.10.  PARTIES IN INTEREST.........................................  49\n SECTION 8.11.  FAILURE OR INDULGENCE NOT WAIVER, REMEDIES CUMULATIVE.......  49\n SECTION 8.12.  GOVERNING LAW...............................................  49\n SECTION 8.13.  COUNTERPARTS................................................  50\n\nExhibits:  Exhibit A:  Desktop Stock Option Agreement\n           Exhibit B:  Individual Stock Option Agreement\n           Exhibit C:  Form of Desktop Participation Agreement\n           Exhibit D:  Form of Individual Participation Agreement\n           Exhibit E:  Form of Individual Affiliate Agreement\n           Exhibit F:  Form of Desktop Affiliate Agreement\n\n                                     -iii-\n\n \n                                                             TH&amp;T Draft 11\/11\/97\n                                                             -------------------\n\n                AGREEMENT AND PLAN OF MERGER AND REORGANIZATION\n\n          AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of November\n2, 1997 (this \"Agreement\"), between Desktop Data, Inc., a Delaware corporation\n               ---------                                                      \n(\"Desktop\"), and Individual, Inc., a Delaware corporation (\"Individual\"),\n  -------                                                  ----------   \n\n                             W I T N E S S E T H :\n\n          WHEREAS, the Boards of Directors of Desktop and Individual have each\ndetermined that it is advisable and in the best interests of their respective\nstockholders for Desktop to enter into a business combination with Individual\nupon the terms and subject to the conditions set forth herein;\n\n          WHEREAS, in furtherance of such combination, the Boards of Directors\nof Desktop and Individual have each approved the merger (the \"Merger\") of\nIndividual with and into Desktop in accordance with the applicable provisions of\nDelaware General Corporation Law (\"Delaware Law\"), and upon the terms and\n                                   ------------                          \nsubject to the conditions set forth herein;\n\n          WHEREAS, pursuant to the Merger, each outstanding share (a \"Share\") of\n                                                                      -----     \nIndividual's common stock, $.01 par value (the \"Individual Common Stock\"), shall\n                                                -----------------------         \nbe converted into the right to receive the Merger Consideration (as defined in\nSection 1.07(b)), upon the terms and subject to the conditions set forth herein;\n\n          WHEREAS, Desktop and Individual intend, by approving resolutions\nauthorizing this Agreement, to adopt this Agreement as a plan of reorganization\nwithin the meaning of Section 368(a) of the Internal Revenue Code of 1986, as\namended (the \"Code\"), and the regulations thereunder, and to cause the Merger to\nqualify as a reorganization under the provisions of Section 368(a) of the Code;\n\n          WHEREAS, concurrently with the execution of this Agreement, and as a\ncondition and inducement to Desktop's and Individual's willingness to enter into\nthis Agreement, Desktop shall execute and deliver a Stock Option Agreement in\nfavor of Individual in substantially the form attached hereto as Exhibit A (the\n\"Desktop Stock Option Agreement\") and Individual shall execute and deliver a\n ------------------------------                                             \nStock Option Agreement in favor of Desktop in substantially the form attached\nhereto as Exhibit B (the \"Individual Stock Option Agreement\" and, together with\n                          ---------------------------------                    \nthe Desktop Stock Option Agreement, the \"Stock Option Agreements\").  The Board\n                                         -----------------------              \nof Directors of Desktop and Individual have each approved the Stock Option\nAgreements;\n\n          WHEREAS, concurrently with the execution of this Agreement, and as a\ncondition and inducement to Desktop's and Individual's willingness to enter into\nthis Agreement, the Chief Executive Officer of Desktop and certain other\naffiliates of Desktop shall enter into a Participation Agreement in\nsubstantially the form attached hereto as Exhibit C (the \"Desktop Participation\n                                                          ---------------------\nAgreements\"), and the Chief Executive Officer of Individual and certain other\n----------                                                                   \naffiliates of Individual shall enter into a Participation Agreement in\nsubstantially the form \n\n \n                                      -2-\n\n\nattached hereto as Exhibit D (the \"Individual Participation Agreements\" and,\n                                   -----------------------------------    \ncollectively with the Desktop Participation Agreements, the \"Participation\n                                                             -------------\nAgreements\");\n----------\n\n          WHEREAS, Desktop and Individual desire to make certain representations\nand warranties and other agreements in connection with the Merger; and\n\n          WHEREAS, for accounting purposes, it is intended that the transactions\ncontemplated hereby shall be accounted for as a pooling of interests under U.S.\ngenerally accepted accounting principles (\"GAAP\");\n\n          NOW, THEREFORE, in consideration of the foregoing and the mutual\ncovenants and agreements herein contained, and intending to be legally bound\nhereby, Desktop and Individual hereby agree as follows:\n\n                                   ARTICLE I\n\n                                  THE MERGER\n                                        \n       SECTION 1.01.  THE MERGER.\n\n          (a) Effective Time.  At the Effective Time (as defined in Section\n1.02), and subject to and upon the terms and conditions of this Agreement and\nDelaware Law, Individual shall be merged with and into Desktop, the separate\ncorporate existence of Individual shall cease, and Desktop shall continue as the\nsurviving corporation.  Desktop as the surviving corporation after the Merger is\nhereinafter sometimes referred to as the \"Surviving Corporation.\"\n\n          (b) Closing.  Unless this Agreement shall have been terminated and the\ntransactions herein contemplated shall have been abandoned pursuant to Section\n7.01 and subject to the satisfaction or waiver of the conditions set forth in\nArticle VI, the consummation of the Merger will take place as promptly as\npracticable (and in any event within two business days) after satisfaction or\nwaiver of the conditions set forth in Article VI, at the offices of Testa,\nHurwitz &amp; Thibeault, LLP, High Street Tower, 125 High Street, Boston,\nMassachusetts 02110, unless another date, time or place is agreed to in writing\nby the parties hereto.\n\n          SECTION 1.02.  EFFECTIVE TIME.  As promptly as practicable after\nthe satisfaction or waiver of the conditions set forth in Article VI, the\nparties hereto shall cause the Merger to be consummated by filing a Certificate\nof Merger in accordance with the relevant provisions of Delaware Law (the\n\"Certificate of Merger\"), together with any required related certificates, with\nthe Secretary of State of the State of Delaware, in such form as required by,\nand executed in accordance with the relevant provisions of, Delaware Law (the\ntime of such filing being the \"Effective Time\").\n                               --------------   \n\n          SECTION 1.03.  EFFECT OF THE MERGER.  At the Effective Time, the\neffect of the Merger shall be as provided in this Agreement, the Certificate of\nMerger and the applicable provisions of Delaware Law.  Without limiting the\ngenerality of the foregoing, and subject thereto, at the\n\n \n                                      -3-\n\nEffective Time all the property, rights, privileges, powers and franchises of\nIndividual shall vest in the Surviving Corporation, and all debts, liabilities,\nobligations and duties of Individual shall become the debts, liabilities,\nobligations and duties of the Surviving Corporation.\n\n     SECTION 1.04. CERTIFICATE OF INCORPORATION; BY-LAWS.\n\n          (a) Certificate of Incorporation.  The Certificate of Incorporation of\nDesktop, as in effect immediately prior to the Effective Time, shall be the\nCertificate of Incorporation of the Surviving Corporation until thereafter\namended as provided by Delaware Law and such Certificate of Incorporation;\nprovided, however, that the Certificate of Incorporation of the Surviving\nCorporation shall be amended as of the Effective Time (i) to increase the number\nof authorized shares of capital stock of the Surviving Corporation and (ii) so\nthat the name of the Surviving Corporation is \"NewsEDGE Corporation.\"\n\n          (b) By-Laws.  The By-Laws of Desktop, as in effect immediately prior\nto the Effective Time, shall be the By-Laws of the Surviving Corporation until\nthereafter amended as provided by Delaware Law, the Certificate of Incorporation\nof the Surviving Corporation and such By-Laws.\n\n     SECTION 1.05.  DIRECTORS AND OFFICERS.  The directors of Desktop\nimmediately prior to the Effective Time shall be the initial directors of the\nSurviving Corporation, each to hold office in accordance with the Certificate of\nIncorporation and By-Laws of the Surviving Corporation, and the officers of\nDesktop immediately prior to the Effective Time shall be the initial officers of\nthe Surviving Corporation, in each case until their respective successors are\nduly elected or appointed and qualified.\n\n     SECTION 1.06.  EFFECT ON CAPITAL STOCK.  At the Effective Time, by\nvirtue of the Merger and without any action on the part of Desktop, Individual\nor the holders of any of the following securities:\n\n          (a) Conversion of Securities.  Every Share issued and outstanding\nimmediately prior to the Effective Time (excluding any shares to be canceled\npursuant to Section 1.06(b)) shall be converted, subject to Section 1.06(e),\ninto the right to receive one-half (1\/2) of a share (the \"Exchange Ratio\") of\nvalidly issued, fully paid and nonassessable common stock of Desktop, $.01 par\nvalue per share (\"Desktop Common Stock\").\n                  --------------------   \n\n          (b) Cancellation.  Each Share held in the treasury of Individual and\neach Share owned by Desktop or by any direct or indirect wholly owned subsidiary\nof Individual or Desktop immediately prior to the Effective Time shall, by\nvirtue of the Merger and without any action on the part of the holder thereof,\ncease to be outstanding, be canceled and retired without payment of any\nconsideration therefor and cease to exist.\n\n          (c) Stock Options; Employee Stock Purchase Plan.  All options to\npurchase Individual Common Stock then outstanding under Individual's Amended and\nRestated 1989 Stock Option Plan, 1995 Incentive Stock Option Plan, 1996 Non-\nEmployee Director Stock\n\n\n \n                                      -4-\n\nOption Plan, 1996 Stock Option Plan and Amended and Restated 1996 Stock Plan\n(collectively, the \"Individual Stock Option Plans\") shall be assumed by Desktop\n                    -----------------------------                              \nin accordance with Section 5.05.  Immediately prior to the Effective Time, all\nrights to purchase Individual Common Stock then outstanding under Individual's\n1996 Employee Stock Purchase Plan (the \"Individual Employee Stock Purchase\n                                        ----------------------------------\nPlan\") will be assumed by Desktop in accordance with Section 5.06.\n\n          (d) Warrants.  All warrants to purchase Individual Common Stock (the\n\"Warrants\") then outstanding shall be assumed by Desktop in accordance with\n---------                                                                  \nSection 5.05.\n\n          (e) Adjustments to Exchange Ratio.  The Exchange Ratio shall be\nadjusted to reflect fully the effect of any stock split, reverse split, stock\ndividend (including any dividend or distribution of securities convertible into\nDesktop Common Stock or Individual Common Stock), reorganization,\nrecapitalization or other like change with respect to Desktop Common Stock or\nIndividual Common Stock occurring after the date hereof and prior to the\nEffective Time.\n\n          (f) Fractional Shares.  No fraction of a share of Desktop Common Stock\nwill be issued, but in lieu thereof each holder of Individual Common Stock who\nwould otherwise be entitled to a fraction of a share of Desktop Common Stock\n(after aggregating all fractional shares of Desktop Common Stock to be received\nby such holder) shall receive from Desktop an amount of cash (rounded to the\nnearest whole cent), without interest, equal to the product of (i) such\nfraction, multiplied by (ii) the average closing price of a share of Desktop\nCommon Stock for the ten (10) most recent days that Desktop Common Stock has\ntraded ending on the trading day immediately prior to the Effective Time, as\nreported on the Nasdaq Stock Market (\"Nasdaq\").\n                                      ------   \n\n     SECTION 1.07. EXCHANGE OF CERTIFICATES.\n\n          (a) Exchange Agent.  Desktop shall supply, or shall cause to be\nsupplied, to or for the account of a bank or trust company designated by Desktop\n(the \"Exchange Agent\"), in trust for the benefit of the holders of Individual\nCommon Stock, for exchange in accordance with this Section 1.07, through the\nExchange Agent, certificates evidencing the Desktop Common Stock issuable\npursuant to Section 1.06 in exchange for outstanding Shares.\n\n          (b) Exchange Procedures.  As soon as reasonably practicable after the\nEffective Time, Desktop will instruct the Exchange Agent to mail to each holder\nof record of a certificate or certificates which immediately prior to the\nEffective Time evidenced outstanding Shares (the \"Certificates\") (i) a letter of\n                                                  ------------                  \ntransmittal (which shall specify that delivery shall be effected, and risk of\nloss and title to the Certificates shall pass, only upon proper delivery of the\nCertificates to the Exchange Agent and shall be in such form and have such other\nprovisions as Desktop may reasonably specify after review by Individual) and\n(ii) instructions to effect the surrender of the Certificates in exchange for\nthe certificates evidencing shares of Desktop Common Stock and, in lieu of any\nfractional shares thereof, cash.  Upon surrender of a Certificate for\ncancellation to the Exchange Agent together with such letter of transmittal,\nduly executed, and such other customary documents as may be required pursuant to\nsuch instructions, the holder of such Certificate shall be entitled to receive\nin exchange therefor (A) certificates evidencing that number of whole shares of\nDesktop Common Stock which such holder has the \n\n \n                                      -5-\n\nright to receive in accordance with the Exchange Ratio in respect of the Shares\nformerly evidenced by such Certificate, (B) any dividends or other distributions\nto which such holder is entitled pursuant to Section 1.07(c), and (C) cash in\nlieu of fractional shares of Desktop Common Stock to which such holder is\nentitled pursuant to Section 1.06(f) (the Desktop Common Stock, dividends,\ndistributions and cash described in this clause (C) being, collectively, the\n\"Merger Consideration\"), and the Certificate so surrendered shall forthwith be\n --------------------\ncanceled. In the event of a transfer of ownership of Shares which is not\nregistered in the transfer records of Individual as of the Effective Time,\nDesktop Common Stock and cash may be issued and paid in accordance with this\nArticle I to a transferee if the Certificate evidencing such Shares is presented\nto the Exchange Agent, accompanied by all documents required to evidence and\neffect such transfer pursuant to this Section 1.07(b) and by evidence that any\napplicable stock transfer taxes have been paid. Until so surrendered, each\noutstanding Certificate that, prior to the Effective Time, represented Shares\nwill be deemed from and after the Effective Time, for all corporate purposes,\nother than the payment of dividends, to evidence the ownership of the number of\nfull shares of Desktop Common Stock into which such Shares shall have been so\nconverted and the right to receive an amount in cash in lieu of the issuance of\nany fractional shares in accordance with Section 1.06.\n\n          (c) Distributions with Respect to Unexchanged Shares.  No dividends or\nother distributions declared or made after the Effective Time, with respect to\nDesktop Common Stock with a record date after the Effective Time, shall be paid\nto the holder of any unsurrendered Certificate until the holder of such\nCertificate shall surrender such Certificate.  Subject to applicable law,\nfollowing surrender of any such Certificate, there shall be paid to the record\nholder of the certificates representing whole shares of Desktop Common Stock\nissued in exchange therefor, without interest, at the time of such surrender,\nthe amount of dividends or other distributions with a record date after the\nEffective Time theretofore paid with respect to such whole shares of Desktop\nCommon Stock.\n\n          (d) Transfers of Ownership.  If any certificate for shares of Desktop\nCommon Stock is to be issued in a name other than that in which the Certificate\nsurrendered in exchange therefor is registered, it will be a condition of the\nissuance thereof that the Certificate so surrendered will be properly endorsed\nand otherwise in proper form for transfer and that the person requesting such\nexchange will have paid to Desktop or any person designated by it any transfer\nor other taxes required by reason of the issuance of a certificate for shares of\nDesktop Common Stock in any name other than that of the registered holder of the\ncertificate surrendered, or established to the satisfaction of Desktop or any\nagent designated by it that such tax has been paid or is not payable.\n\n          (e) No Liability.  Notwithstanding anything to the contrary in this\nSection 1.07, neither Desktop nor Individual shall be liable to any holder of\nIndividual Common Stock or Desktop Common Stock for any Merger Consideration (or\ndividends or distributions with respect thereto) delivered to a public official\npursuant to any applicable abandoned property, escheat or similar law.\n\n          (f) Withholding Rights. The Surviving Corporation and the Exchange\nAgent shall be entitled to deduct and withhold from the Merger Consideration\notherwise payable\n\n \n                                      -6-\n\npursuant to this Agreement to any holder of shares, such amounts as the\nSurviving Corporation or the Exchange Agent is required to deduct and withhold\nwith respect to the making of such payment under the Code or any provision of\nstate, local, provincial or foreign tax law.  To the extent that amounts are so\nwithheld, such withheld amounts shall be treated for all purposes of this\nAgreement as having been paid to the holder of the Shares in respect of which\nsuch deduction and withholding was made by the Surviving Corporation or the\nExchange Agent.\n\n          SECTION 1.08.  STOCK TRANSFER BOOKS.  At the Effective Time, the\nstock transfer books of Individual shall be closed, and there shall be no\nfurther registration of transfers of Individual Common Stock thereafter on the\nrecords of Individual.\n\n          SECTION 1.09.  NO FURTHER OWNERSHIP RIGHTS IN INDIVIDUAL COMMON\nSTOCK.  The Merger Consideration delivered upon the surrender for exchange\nof Shares in accordance with the terms hereof shall be deemed to have been\nissued in full satisfaction of all rights pertaining to such Shares, and there\nshall be no further registration of transfers on the records of the Surviving\nCorporation of Shares which were outstanding immediately prior to the Effective\nTime.  If, after the Effective Time, Certificates are presented to the Surviving\nCorporation for any reason, they shall be canceled and exchanged as provided in\nthis Article 1.\n\n          SECTION 1.10.  LOST, STOLEN OR DESTROYED CERTIFICATES.  In the\nevent any Certificates shall have been lost, stolen or destroyed, the Exchange\nAgent shall issue in exchange for such lost, stolen or destroyed Certificates,\nupon the making of an affidavit of that fact by the holder thereof, such shares\nof Desktop Common Stock as may be required pursuant to Section 1.06; provided,\n                                                                     ---------\nhowever, that Desktop may, in its discretion and as a condition precedent to the\n-------                                                                         \nissuance thereof, require the owner of such lost, stolen or destroyed\nCertificates to deliver a bond in such sum as it may reasonably direct as\nindemnity against any claim that may be made against Desktop or the Exchange\nAgent with respect to the Certificates alleged to have been lost, stolen or\ndestroyed.\n\n          SECTION 1.11.  TAX AND ACCOUNTING CONSEQUENCES.  It is intended by\nthe parties hereto that the Merger shall (i) constitute a reorganization within\nthe meaning of Section 368 of the Code and (ii) qualify for accounting treatment\nas a pooling of interests under GAAP.  The parties hereto hereby adopt this\nAgreement as a \"plan of reorganization\" within the meaning of Sections 1.368-\n2(g) and 1.368-3(a) of the United States Treasury Regulations.\n\n          SECTION 1.12.  TAKING OF NECESSARY ACTION; FURTHER ACTION.  Each\nof Desktop and Individual in good faith will take all such commercially\nreasonable and lawful action as may be necessary or appropriate in order to\neffectuate the Merger in accordance with this Agreement as promptly as possible.\nIf, at any time after the Effective Time, any such further action is necessary\nor desirable to carry out the purposes of this Agreement and to vest the\nSurviving Corporation with full right, title and possession to all assets,\nproperty, rights, privileges, powers and franchises of Individual, the officers\nand directors of Individual are fully authorized in the name of their respective\ncorporations or otherwise to take, and will take, all such lawful and necessary\naction.\n\n \n                                      -7-\n\n          SECTION 1.13. MATERIAL ADVERSE EFFECT. When used in this Agreement\nwith respect to Individual or any of its subsidiaries, or Desktop or any of its\nsubsidiaries, as the case may be, the term \"Material Adverse Effect\" means any\n                                            -------- --------------    \nchange or effect that, individually or when taken together with all other such\nchanges or effects that have occurred prior to the date of determination of the\noccurrence of the Material Adverse Effect, is or is reasonably likely to be\nmaterially adverse to the business, assets (including intangible assets),\nfinancial condition or results of operations of Individual and its subsidiaries\nor Desktop and its subsidiaries, as the case may be, in each case taken as a\nwhole.\n\n\n                                   ARTICLE II\n      \n                  REPRESENTATIONS AND WARRANTIES OF INDIVIDUAL\n                                        \n          Individual hereby represents and warrants to Desktop that, except as\nset forth in the written disclosure schedule previously delivered by Individual\nto Desktop (the \"Individual Disclosure Schedule\") or pursuant to transactions\nand agreements contemplated hereby:\n\n     SECTION 2.01.  ORGANIZATION OF INDIVIDUAL.  Each of Individual and its\nsubsidiaries is a corporation duly organized, validly existing and in good\nstanding under the laws of the jurisdiction of its incorporation, has the\ncorporate power to own, lease and operate its property and to carry on its\nbusiness as now being conducted and as proposed to be conducted, and is duly\nqualified to do business and in good standing as a foreign corporation in each\njurisdiction in which the failure to be so qualified would have a Material\nAdverse Effect on Individual.  Individual has delivered to Desktop a true and\ncomplete list of all of Individual's subsidiaries, together with the\njurisdiction of incorporation of each subsidiary.  Individual has delivered or\nmade available a true and correct copy of the Certificate of Incorporation and\nBylaws of Individual and similar governing instruments of its subsidiaries, each\nas amended to date, to counsel for Desktop.\n\n     SECTION 2.02.  CAPITAL STRUCTURE.  The authorized capital stock of\nIndividual consists of 25,000,000 shares of Common stock, par value $.01 per\nshare, of which there were $6,330,548 shares issued and outstanding as of\nOctober 27, 1997 and 1,000,000 shares of Preferred Stock, par value $.01 per\nshare, of which no shares are issued or outstanding.  All outstanding shares of\nIndividual Common Stock are duly authorized, validly issued, fully paid and non-\nassessable and are not subject to preemptive rights created by statute, the\nCertificate of Incorporation or By-laws of Individual or any agreement or\ndocument to which Individual is a party or by which it is bound.  As of October\n27, 1997, Individual had reserved an aggregate of 5,999,140 shares of Common\nStock, net of exercises, for issuance to employees, consultants and non-employee\ndirectors pursuant to the Individual Stock Option Plans, under which options\nwere outstanding for an aggregate of 4,083,547 shares, and 2,174,528 shares, net\nof exercises, for issuance to holders of Warrants upon their exercise.  All\nshares of Individual Common Stock subject to issuance as aforesaid, upon\nissuance on the terms and conditions specified in the instruments pursuant to\nwhich they are issuable, would be duly authorized, validly issued, fully paid\nand nonassessable.  Section 2.02 of the Individual Disclosure Schedule lists\neach outstanding option \n\n \n                                      -8-\n\nand warrant to acquire shares of Individual Common Stock, the name of the holder\nof such option or warrant, the number of shares subject to such option or\nwarrant, the exercise price of such option or warrant, the number of shares as\nto which such option or warrant will have vested at such date, the vesting\nschedule and termination date of such option or warrant and whether the\nexercisability of such option or warrant will be accelerated in any way by the\ntransactions contemplated by this Agreement or for any other reason, and\nindicate the extent of acceleration, if any. As of October 27, 1997, there were\n127 participants in the Individual Employee Stock Purchase Plan and Individual\nhad reserved an aggregate of 400,090 shares of Common Stock, net of purchases,\nthereunder.\n\n     SECTION 2.03.  OBLIGATIONS WITH RESPECT TO CAPITAL STOCK.  Except as set\nforth in Section 2.02, there are no equity securities of any class of\nIndividual, or any securities exchangeable or convertible into or exercisable\nfor such equity securities, issued, reserved for issuance or outstanding.\nExcept for securities Individual owns, directly or indirectly through one or\nmore subsidiaries, there are no equity securities of any class of any subsidiary\nof Individual, or any security exchangeable or convertible into or exercisable\nfor such equity securities, issued, reserved for issuance or outstanding.\nExcept as set forth in Section 2.02, there are no options, warrants, equity\nsecurities, calls, rights (including preemptive rights), commitments or\nagreements of any character to which Individual or any of its subsidiaries is a\nparty or by which it is bound obligating Individual or any of its subsidiaries\nto issue, deliver or sell, or cause to be issued, delivered or sold, or\nrepurchase, redeem or otherwise acquire, or cause the repurchase, redemption or\nacquisition of, any shares of capital stock of Individual or any of its\nsubsidiaries or obligating Individual or any of its subsidiaries to grant,\nextend, accelerate the vesting of or enter into any such option, warrant, equity\nsecurity, call, right, commitment or agreement.  There are no registration\nrights and, to the knowledge of Individual there are no voting trusts, proxies\nor other agreements or understanding with respect to any equity security of any\nclass of Individual or with respect to any equity security of any class of any\nof its subsidiaries.\n\n     SECTION 2.04.  AUTHORITY.\n\n          (a) Individual has all requisite corporate power and authority to\nenter into this Agreement and the Individual Stock Option Agreement and to\nconsummate the transactions contemplated hereby and thereby.  The execution and\ndelivery of this Agreement and the consummation of the transactions contemplated\nhereby, and the execution and delivery of the Individual Stock Option Agreement\nand the consummation of the transactions contemplated thereby, have been duly\nauthorized by all necessary corporate action on the part of Individual, subject\nonly to the approval of this Agreement by Individual's stockholders and the\nfiling and recordation of the Certificate of Merger pursuant to Delaware Law.  A\nvote of the holders of at least a majority of the outstanding shares of the\nIndividual Capital Stock is required for Individual's stockholders to approve\nthis Agreement.  This Agreement and the Individual Stock Option Agreement have\nbeen duly executed and delivered by Individual and, assuming the due\nauthorization, execution and delivery by Desktop constitute the valid and\nbinding obligations of Individual, enforceable in accordance with their terms,\nexcept as enforceability may be limited by bankruptcy and other similar laws and\ngeneral principles of equity.  The execution and delivery of this Agreement and\nthe Individual Stock Option Agreement by Individual do not, and the performance\nof this Agreement and the Individual Stock Option Agreement will not, (i)\nconflict \n\n \n                                      -9-\n\nwith or violate the Certificate of Incorporation or Bylaws of Individual or the\nequivalent organizational documents of any of its subsidiaries, (ii) to the best\nknowledge of Individual, subject to obtaining the approval of Individual's\nstockholders of the Merger as contemplated in Section 5.02 and compliance with\nthe requirements set forth in Section 2.04(b) below, conflict with or violate\nany law, rule, regulation, order, judgment or decree applicable to Individual or\nany of its subsidiaries or by which its or any of their respective properties is\nbound or affected, or (iii) result in any breach of or constitute a default (or\nan event that with notice or lapse of time or both would become a default)\nunder, or impair Individual's rights or alter the rights of obligations of any\nthird party under, or give to others any rights of termination, amendment,\nacceleration or cancellation of, or result in the creation of a lien or\nencumbrance on any of the properties or assets of Individual or any of its\nsubsidiaries pursuant to, any note, bond, mortgage, indenture, contract,\nagreement, lease, license, permit, franchise or other instrument or obligation\nto which Individual or any of its subsidiaries is a party or by which Individual\nor any of its subsidiaries or its or any of their respective properties are\nbound or affected, except, with respect to clauses (ii) and (iii), for any such\nconflicts, violations, defaults or other occurrences that would not have a\nMaterial Adverse Effect on Individual. Section 2.04 of the Individual Disclosure\nSchedule lists all material consents, waivers and approvals under any of\nIndividual's or any of its subsidiaries' agreements, contracts, license or\nleases required to be obtained in connection with the consummation of the\ntransactions contemplated hereby.\n\n          (b) No consent, approval, order or authorization of, or registration,\ndeclaration or filing with any court, administrative agency or commission or\nother governmental authority or instrumentality (\"Governmental Entity\") is\n                                                  -------------------     \nrequired by or with respect to Individual in connection with the execution and\ndelivery of this Agreement and the Individual Stock Option Agreement or the\nconsummation of the transactions contemplated hereby or thereby, except for (i)\nthe filing of a Form S-4 Registration Statement (the \"Registration Statement\")\n                                                      ----------------------  \nwith the Securities and Exchange Commission (\"SEC\") in accordance with the\n                                              ---                         \nSecurities Act of 1933, as amended (the \"Securities Act\"), (ii) the filing of\n                                         --------------                      \nthe Certificate of Merger with the Secretary of State of the State of Delaware,\n(iii) the filing of the Proxy Statement (as defined in Section 2.20) with the\nSEC in accordance with the Securities Exchange Act of 1934, as amended (the\n                                                                           \n\"Exchange Act\"), (iv) the filing of a Current Report on Form 8-K with the SEC,\n-------------                                                                 \n(v) such consents, approvals, orders, authorizations, registrations,\ndeclarations and filings as may be required under applicable federal and state\nsecurities laws and the laws of any foreign country and (vi) such other\nconsents, authorizations, filings, approvals and registrations which, if not\nobtained or made, would not have a Material Adverse Effect on Individual or\nDesktop or have a material adverse effect on the ability of the parties to\nconsummate the Merger.\n\n     SECTION 2.05.  SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW NOT\nAPPLICABLE.  The Board of Directors of Individual has taken all actions so that\nthe restrictions contained in Section 2.03 of the Delaware General Corporation\nLaw applicable to a \"business combination\" (as defined in Section 203) will not\napply to the execution, delivery or performance of this Agreement or the Stock\nOption Agreements or to the consummation of the Merger or the other transactions\ncontemplated by this Agreement or the Stock Option Agreements.\n\n \n                                      -10-\n\n     SECTION 2.06.  SEC FILINGS; INDIVIDUAL FINANCIAL STATEMENTS.\n\n          (a) Individual has filed all forms, reports and documents required to\nbe filed with the SEC since March 15, 1996, and has made available to Desktop\nsuch forms, reports and documents in the form filed with the SEC.  All such\nrequired forms, reports and documents (including those that Individual may file\nsubsequent to the date hereof) are referred to herein as the \"Individual SEC\n                                                              --------------\nReports.\"  As of their respective dates, the Individual SEC Reports (i) were\n-------                                                                     \nprepared in accordance with the requirements of the Securities Act or the\nExchange Act, as the case may be, and the rules and regulations of the SEC\nthereunder applicable to such Individual SEC Reports, and (ii) did not at the\ntime they were filed (or if amended or superseded by a filing prior to the date\nof this Agreement, then on the date of such filing ) contain any untrue\nstatement of a material fact or omit to state a material fact required to be\nstated therein or necessary in order to make the statements therein, in the\nlight of the circumstances under which they were made, not misleading.  None of\nIndividual's subsidiaries is required to file any forms, reports or other\ndocuments with the SEC.\n\n          (b) Each of the consolidated financial statements (including, in each\ncase, any related notes thereto) contained in the Individual SEC Reports or\ndelivered to Desktop representing the financial condition of Individual as of\nSeptember 30, 1997 (the \"Individual Financials\"), including any Individual SEC\n                         ---------------------                                \nReports filed after the date hereof until the Closing, (x) complied or will\ncomply as to form in all material respects with the published rules and\nregulations of the SEC with respect thereto, (y) was prepared in accordance with\nGAAP applied on a consistent basis throughout the periods involved (except as\nmay be indicated in the notes thereto or, in the case of unaudited interim\nfinancial statements, as may be permitted by the SEC on Form 10-Q under the\nExchange Act) and (z) fairly presented the consolidated financial position of\nIndividual and its subsidiaries as at the respective dates thereof and the\nconsolidated results of its operations and cash flows for the periods indicated,\nexcept that the unaudited interim financial statements were or are subject to\nnormal and recurring year-end adjustments which were not, or are not expected to\nbe, material in amount.  The balance sheet of Individual as of September 30,\n1997 is hereinafter referred to as the \"Individual Balance Sheet.\"  Except as\n                                        ------------------------             \ndisclosed in the Individual Financials, neither Individual nor any of its\nsubsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of\na nature required to be disclosed on a balance sheet or in the related notes to\nthe consolidated financial statements prepared in accordance with GAAP which\nare, individually or in the aggregate, material to the business, results of\noperations or financial condition of Individual and its subsidiaries taken as a\nwhole, except liabilities (i) provided for in the Individual Balance Sheet, or\n(ii) incurred since the date of the Individual Balance Sheet in the ordinary\ncourse of business consistent with past practices.\n\n          (c) Individual has heretofore furnished to Desktop a complete and\ncorrect copy of any amendments or modifications, which have not yet been filed\nwith the SEC but which are required to be filed, to agreements, documents or\nother instruments which previously had been filed by Individual with the SEC\npursuant to the Securities Act or the Exchange Act.\n\n     SECTION 2.07.  ABSENCE OF CERTAIN CHANGES OR EVENTS.  Since the date of the\nIndividual Balance Sheet through the date of this Agreement, there has not been:\n(i) any Material Adverse Effect on Individual, (ii) any material change by\nIndividual in its accounting methods,\n\n \n                                      -11-\n\nprinciples or practices, except as required by concurrent changes in GAAP, or\n(iii) any revaluation by Individual of any of its assets having a Material\nAdverse Effect on Individual, including, without limitation, writing down the\nvalue of capitalized software or inventory or writing off notes or accounts\nreceivable other than in the ordinary course of business.\n\n     SECTION 2.08.  TAXES.  Individual and each of its subsidiaries has filed\nall tax returns required to be filed by any of them and has paid (or Individual\nhas paid on its behalf), or has set up an adequate reserve for the payment of,\nall material taxes required to be paid as shown on such returns, and the most\nrecent financial statements delivered to Desktop reflect an adequate reserve for\nall material taxes payable by Individual and its subsidiaries accrued through\nthe date of such financial statements.  Except as reasonably would not be\nexpected to have a Material Adverse Effect on Individual, no deficiencies for\nany taxes have been proposed, asserted or assessed against Individual or any of\nits subsidiaries.  For the purpose of this Agreement, the term \"tax\" shall\ninclude all Federal, state, local and foreign income, profits, franchise, gross\nreceipts, payroll, sales, employment, use, property, withholding, excise and\nother taxes, duties or assessments of any nature whatsoever, together with all\ninterest, penalties and additions imposed with respect to such amounts.\n\n     SECTION 2.09.  INTELLECTUAL PROPERTY.\n\n          (a) Individual and its subsidiaries own, or have the right to use,\nsell or license all intellectual property utilized in their respective\nbusinesses as presently conducted (such intellectual property and the rights\nthereto are collectively referred to herein as the \"Individual IP Rights\"),\n                                                    --------------------   \nexcept for any failure to own or have the right to use, sell or license that\nwould not have a Material Adverse Effect on Individual.\n\n          (b) The execution, delivery and performance of this Agreement and the\nconsummation of the transactions contemplated hereby will not constitute a\nbreach of any instrument or agreement governing any Individual IP Rights (the\n\"Individual IP Rights Agreements\"), will not cause the forfeiture or termination\n--------------------------------                                                \nor give rise to a right of forfeiture or termination of any Individual IP Rights\nor impair the right of Individual and its subsidiaries or the Surviving\nCorporation to use, sell or license any Individual IP Rights or portion thereof,\nexcept for the occurrence of any such breach, forfeiture, termination or\nimpairment that would not individually or in the aggregate, result in a Material\nAdverse Effect on Individual.\n\n          (c) (i) neither the manufacture, marketing, license, sale or intended\nuse of any product or technology currently licensed or sold or under development\nby Individual or any of its subsidiaries violates any license or agreement\nbetween Individual or any of its subsidiaries and any third party or, to the\nknowledge of Individual infringes any intellectual property right of any other\nparty; and (ii) there is no pending or, to the knowledge of Individual,\nthreatened claim or litigation contesting the validity, ownership or right to\nuse, sell, license or dispose of any Individual IP Rights, nor has Individual\nreceived any written notice asserting that any Individual IP Rights or the\nproposed use, sale, license or disposition thereof conflicts or will conflict\nwith the rights of any other party, except, with respect to clauses (i) and\n(ii), for any violations, infringements, claims or litigation that would not\nhave a Material Adverse Effect on Individual.\n\n \n                                      -12-\n\n          (d) Individual has taken reasonable and practicable steps designed to\nsafeguard and maintain the secrecy and confidentiality of, and its proprietary\nrights in, all Individual IP rights.\n\n     SECTION 2.10.  COMPLIANCE; PERMITS; RESTRICTIONS.\n\n          (a) Neither Individual nor any of its subsidiaries is in conflict\nwith, or in default or violation of, (i) any law, rule, regulation, order,\njudgment or decree applicable to Individual or any of its subsidiaries or by\nwhich its or any of their respective properties is bound or affected, or (ii)\nany note, bond, mortgage, indenture, contract, agreement, lease, license,\npermit, franchise or other instrument or obligation to which Individual or any\nof its subsidiaries is a party or by which Individual or any of its subsidiaries\nor its or any of their respective properties is bound or affected, except for\nany conflicts, defaults or violations which would not have a Material Adverse\nEffect on Individual.  Without limiting the foregoing, Individual is in\ncompliance with all material provisions of its agreements with information\nproviders, including provisions relating to royalty calculations; Individual has\nnot received any notice from any information provider claiming non-compliance\nwith any such agreement.  To the knowledge of Individual, no investigation or\nreview by any governmental or regulatory body or authority is pending or\nthreatened against Individual or its subsidiaries, nor has any governmental or\nregulatory body or authority indicated an intention to conduct the same, other\nthan, in each such case, those the outcome of which would not have a Material\nadverse Effect on Individual.\n\n          (b) Individual and its subsidiaries hold all permits, licenses,\nvariances, exemptions, orders and approvals from governmental authorities which\nare material to the operation of the business of Individual and its subsidiaries\ntaken as a whole (collectively, the \"Individual Permits\").  Individual and its\n                                     ------------------                       \nsubsidiaries are in compliance with the terms of Individual Permits, except\nwhere the failure to so comply would not have a Material Adverse Effect on\nIndividual.\n\n     SECTION 2.11.  LITIGATION.  Except as set forth in Section 2.11 of the\nIndividual Disclosure Schedule, as of the date of this Agreement, there is no\naction, suit, proceeding, claim, arbitration or investigation pending, or as to\nwhich Individual or any of its subsidiaries has received any notice of assertion\nnor, to Individual's knowledge, is there a threatened action, suit, proceeding,\nclaim arbitration or investigation against Individual or any of its subsidiaries\nwhich would have a Material Adverse Effect on Individual, or which in any manner\nchallenges or seeks to prevent, enjoin, alter or delay any of the transactions\ncontemplated by this Agreement.\n\n     SECTION 2.12.  BROKERS' AND FINDERS' FEES''.  Except for fees payable to\nBancAmerica ROBERTSON STEPHENS pursuant to the engagement letter dated October\n10, 1997, a copy of which has been provided to Desktop, Individual has not\nincurred, nor will it incur, directly or indirectly, any liability for brokerage\nor finders' fees or agents' commissions or any similar charges in connection\nwith this Agreement or any transaction contemplated hereby.\n\n \n                                      -13-\n\n     SECTION 2.13.  EMPLOYEE BENEFIT PLANS.\n\n          (a) With respect to each material employee benefit plan, program,\narrangement and contract (including, without limitation, any \"employee benefit\nplan\" as defined in Section 3(3) of the Employee Retirement Income Security Act\nof 1974, as amended (\"ERISA\")) maintained or contributed to by Individual or any\n                      -----                                                     \ntrade or business (an \"ERISA Affiliate\") which is under common control with\n                       ---------------                                     \nIndividual within the meaning of Section 414 of the Code (the \"Individual\n                                                               ----------\nEmployee Plans\"), Individual has made available to Desktop a true and complete\n--------------                                                                \ncopy of, to the extent applicable, (i) such Individual Employee Plan, (ii) the\nmost recent annual report (Form 5500), (iii) each trust agreement related to\nsuch Individual Employee Plan, (iv) the most recent summary plan description for\neach Individual Employee Plan for which such description is required, (v) the\nmost recent actuarial report relating to any Individual Employee Plan subject to\nTitle IV of ERISA and (vi) the most recent United States Internal Revenue\nService (\"IRS\") determination letter issued with respect to any Individual\n          ---                                                             \nEmployee Plan.\n\n          (b) Each Individual Employee Plan which is intended to be qualified\nunder Section 401(a) of the Code has received a favorable determination for the\nIRS covering the provisions of the Tax Reform Act of 1986 stating that such\nIndividual Employee Plan is so qualified and nothing has occurred since the date\nof such letter that could reasonably be expected to affect the qualified status\nof such plan.  Each Individual Employee Plan has been operated in all material\nrespects in accordance with its terms and the requirements of applicable law.\nNeither Individual nor any ERISA Affiliate of Individual has incurred or is\nreasonably expected to incur any material liability under Title IV of ERISA in\nconnection with the termination of any plan covered or previously covered by\nTitle IV of ERISA.  No Individual Employee Plan is a Multiemployer Plan as\ndefined in Section 3(37) of ERISA.  Individual\n\n          (c) With respect to the employees and former employees of Individual,\nthere are no employee post-retirement medical or health plans in effect, except\nas required by Section 4980B of the Code.  No tax under Section 4980B or Section\n4980D of the Code has been incurred in respect of any Employee Plan that is a\ngroup health plan, as defined in Section 5000(b)(1) of the Code.\n\n     SECTION 2.14.  ABSENCE OF LIENS AND ENCUMBRANCES; CONDITION OF EQUIPMENT.\nIndividual and each of its subsidiaries has good and valid title to, or, in the\ncase of leased properties and assets, valid leasehold interest in, all of its\nmaterial tangible properties and assets, real, personal and mixed, used in its\nbusiness, free and clear of any liens or encumbrances except as reflected in the\nIndividual Financials and except for liens for taxes not yet due and payable and\nsuch imperfections of title and encumbrances, if any, which would not have a\nMaterial Adverse Effect on Individual.\n\n     SECTION 2.15.  ENVIRONMENTAL MATTERS.\n\n          (a) Hazardous Material.  Except as would not have a Material Adverse\nEffect on Individual, no underground storage tanks and no amount of any\nsubstance that has been designated by any Governmental Entity or by applicable\nfederal, state or local law, to be radioactive, toxic, hazardous or otherwise a\ndanger to health or the environment, including,\n\n \n                                      -14-\n\nwithout limitation, PCBs, asbestos, petroleum, urea-formaldehyde and all\nsubstances listed as hazardous substances pursuant to the Comprehensive\nEnvironmental Response, Compensation, and Liability Act of 1980, as amended, or\ndefined as a hazardous waste pursuant to the United States Resource Conservation\nand Recovery Act of 1976, as amended, and the regulations promulgated pursuant\nto said laws, (a \"Hazardous Material\"), but excluding office and janitorial\n                  ------------------                                       \nsupplies, are present, as a result of the deliberate actions of Individual or\nany of its subsidiaries, or, to Individual's knowledge, as a result of any\nactions of any third party or otherwise, in, on or under any property, including\nthe land and the improvements, ground water and surface water thereof, that\nIndividual or any of its subsidiaries has at any time owned, operated, occupied\nor leased.\n\n          (b) Hazardous Material Activities.  Except as would not have a\nMaterial Adverse Effect on Individual, neither Individual nor any of its\nsubsidiaries has transported, stored, used, manufactured, disposed of, released\nor exposed its employees or others to Hazardous Materials in violation of any\nlaw in effect on or before the date hereof, nor has Individual or any of its\nsubsidiaries disposed of, transported, sold, or manufactured any product\ncontaining a Hazardous Material (collectively \"Hazardous Material Activities\")\n                                               -----------------------------  \nin violation of any rule, regulation, treaty or statute promulgated by any\nGovernmental Entity in effect prior to or as of the date hereof to prohibit,\nregulate or control Hazardous Materials or any Hazardous Material Activity.\n\n          (c) Permits.  Individual and its subsidiaries currently hold all\nenvironmental approvals, permits, licenses, clearances and consents (the\n\"Individual Environmental Permits\") necessary for the conduct of Individual's\n---------------------------------                                            \nand its subsidiaries' Hazardous Material Activities and other businesses of\nIndividual and its subsidiaries as such activities and businesses are currently\nbeing conducted, except where the failure to so hold would not have a Material\nAdverse Effect on Individual.\n\n          (d) Environmental Liabilities.  No material action, proceeding,\nrevocation proceeding, amendment procedure, writ, injunction or claim is\npending, or to Individual's knowledge, threatened concerning any Individual\nEnvironmental Permit, Hazardous Material or any Hazardous Material Activity of\nIndividual or any of its subsidiaries.  Individual is not aware of any fact or\ncircumstance which could involve Individual or any of its subsidiaries in any\nenvironmental litigation or impose upon Individual or any of its subsidiaries\nany environmental liability that would have a Material Adverse Effect on\nIndividual.\n\n     SECTION 2.16.  LABOR MATTERS.  To Individual's knowledge, there are no\nactivities or proceedings of any labor union to organize any employees of\nIndividual or any of its subsidiaries and there are no strikes, or material\nslowdowns, work stoppages or lockouts, or threats thereof by or with respect to\nany employees of Individual or any of its subsidiaries.  Individual and its\nsubsidiaries are and have been in compliance with all applicable laws regarding\nemployment practices, terms and conditions of employment, and wages and hours\n(including, without limitation, ERISA (as defined below), WARN or any similar\nstate or local law), except for any noncompliance that would not have a Material\nAdverse Effect on Individual.\n\n \n                                      -15-\n\n     SECTION 2.17.  AGREEMENTS, CONTRACTS AND COMMITMENTS.  Except as set forth\nin Section 2.17 of the Individual Disclosure Schedule, neither Individual nor\nany of its subsidiaries is a party to or is bound by:\n\n          (a) any collective bargaining agreements;\n\n          (b) any bonus, deferred compensation, incentive compensation, pension,\nprofit-sharing or retirement plans, or any other employee benefit plans or\narrangements;\n\n          (c) any employment or consulting agreement, contract or commitment\nwith any officer or director level employee, not terminable by Individual or any\nof its subsidiaries on thirty (30) days notice without liability, except to the\nextent general principles of wrongful termination law may limit Individual's or\nany of its subsidiaries' ability to terminate employees at will;\n\n          (d) any agreement or plan, including, without limitation, any stock\noption plan, stock appreciation right plan or stock purchase plan, any of the\nbenefits of which will be increased, or the vesting of benefits of which will be\naccelerated, by the occurrence of any of the transactions contemplated by this\nAgreement or the value of any of the benefits of which will be calculated on the\nbasis of any of the transactions contemplated by this Agreement;\n\n          (e) any agreement of indemnification or guaranty not entered into in\nthe ordinary course of business other than indemnification agreements between\nIndividual or any of its subsidiaries and any of its officers or directors;\n\n          (f) any agreement, contract or commitment containing any covenant\nlimiting the freedom of Individual or any of its subsidiaries to engage in any\nline of business or compete with any person;\n\n          (g) any agreement, contract or commitment relating to capital\nexpenditures and involving future obligations in excess of $100,000 and not\ncancelable without penalty;\n\n          (h) any agreement, contract or commitment currently in force relating\nto the disposition or acquisition of assets not in the ordinary course of\nbusiness or any ownership interest in any corporation, partnership, joint\nventure or other business enterprise;\n\n          (i) any mortgages, indentures, loans or credit agreements, security\nagreements or other agreements or instruments relating to the borrowing of money\nor extension of credit;\n\n          (j) any joint marketing or development agreement;\n\n          (k) any distribution agreement (identifying any that contain\nexclusivity provisions); or\n\n          (l) any other agreement, contract or commitment (excluding real and\npersonal property leases) which involve payment by Individual or any of its\nsubsidiaries under any such\n\n \n                                      -16-\n\nagreement, contract or commitment of $100,000 or more in the aggregate and is\nnot cancelable without penalty within thirty (30) days.\n\n     Neither Individual nor any of its subsidiaries, nor to Individual's\nknowledge any other party to a Individual Contract (as defined below), has\nbreached, violated or defaulted under, or received notice that it has breached,\nviolated or defaulted under, any of the material terms or conditions of any of\nthe agreements, contracts or commitments to which Individual is a party or by\nwhich it is bound of the type described in clauses (a) through (l) above (any\nsuch agreement, contract or commitment, a \"Individual Contract\") in such manner\n                                           -------------------                 \nas would permit any other party to cancel or terminate any such Individual\nContract, or would permit any other party to seek damages, which would have a\nMaterial Adverse Effect on Individual.\n\n     SECTION 2.18.  POOLING OF INTERESTS.  To the knowledge of Individual, based\non consultation with its independent accountants, neither Individual nor any of\nits directors, officers or stockholders has taken any action which would\ninterfere with Desktop's ability to account for the Merger as a pooling of\ninterests.\n\n     SECTION 2.19.  CHANGE OF CONTROL PAYMENTS.  Section 2.19 of the Individual\nDisclosure Schedule sets forth each plan or agreement pursuant to which all\nmaterial amounts may become payable (whether currently or in the future) to\ncurrent or former officers and directors of Individual as a result of or in\nconnection with the Merger.\n\n     SECTION 2.20.  STATEMENTS; PROXY STATEMENT\/PROSPECTUS.  The information\nsupplied by Individual for inclusion in the Registration Statement (as defined\nin Section 2.04(b)) shall not at the time the Registration Statement is filed\nwith the SEC and at the time it becomes effective under the Securities Act,\ncontain any untrue statement of a material fact or omit to state any material\nfact required to be stated therein or necessary in order to make the statements\ntherein not misleading.  The information supplied by Individual for inclusion in\nthe proxy statement\/prospectus to be sent to the stockholders of Individual and\nthe stockholders of Desktop and in connection with the meeting of Individual's\nstockholders to consider the approval of this Agreement (the \"Individual\n                                                              ----------\nStockholders' Meeting\") and in connection with the meeting of Desktop's\n---------------------                                                  \nstockholders to consider the approval of this Agreement and the issuance of\nshares of Desktop Common Stock pursuant to the terms of the Merger (the \"Desktop\n                                                                         -------\nStockholders' Meeting\") (such proxy statement\/prospectus as amended or\n---------------------                                                 \nsupplemented is referred to herein as the \"Proxy Statement\") shall not, on the\n                                           ---------------                    \ndate the Proxy Statement is first mailed to Individual's stockholders and\nDesktop's stockholders, and at the time of the Individual Stockholders' Meeting\nor the Desktop Stockholders' Meeting, contain any untrue statement of a material\nfact or omit to state any material fact required to be stated therein or\nnecessary in order to make the statements therein, in light of the circumstances\nunder which they are made, not false or misleading; or omit to state any\nmaterial fact necessary to correct any statement in any earlier communication\nwith respect to the solicitation of proxies for the Individual Stockholders'\nMeeting or the Desktop Stockholders' Meeting which has become false or\nmisleading.  The Proxy Statement will comply as to form in all material respects\nwith the provisions of the Exchange Act and the rules and regulations\nthereunder.  If at any time prior to the Effective Time, any event relating to\nIndividual or any of its affiliates, officers or directors should be discovered\nby Individual which should be set forth in an amendment to the Registration\n\n \n                                      -17-\n\nStatement or a supplement to the Proxy Statement, Individual shall promptly\ninform Desktop. Notwithstanding the foregoing, Individual makes no\nrepresentation or warranty with respect to any information supplied by Desktop\nwhich is contained in any of the foregoing documents.\n\n     SECTION 2.21.  BOARD APPROVAL.  The Board of Directors of Individual has,\nas of the date of this Agreement, determined (i) that the Merger is fair to, and\nin the best interests of Individual and its stockholders, and (ii) to recommend\nthat the stockholders of Individual approve this Agreement.\n\n     SECTION 2.22.  FAIRNESS OPINION.  Individual has received a written opinion\nfrom BancAmerica ROBERTSON STEPHENS, dated as of the date hereof, to the effect\nthat as of the date hereof, the Exchange Ratio is fair to Individual's\nstockholders from a financial point of view and has delivered to Desktop a copy\nof such opinion.\n\n     SECTION 2.23.  MINUTE BOOKS.  The minute books of Individual made available\nto counsel for Desktop are the only minute books of Individual and contain a\nreasonably accurate summary, in all material respects, of all meetings of\ndirectors (or committees thereof) and stockholders or actions by written consent\nsince the time of incorporation of Individual.\n\n\n                                  ARTICLE III\n\n                   REPRESENTATIONS AND WARRANTIES OF DESKTOP\n\n          Desktop hereby represents and warrants to individual that except as\nset forth in the written disclosure schedule previously delivered by Desktop to\nIndividual (the \"Desktop Disclosure Schedule\") or pursuant to transactions and\nagreements contemplated hereby:\n\n     SECTION 3.01.  ORGANIZATION OF DESKTOP.  Desktop and each of its material\nsubsidiaries is a corporation duly organized, validly existing and in good\nstanding under the laws of the jurisdiction of its incorporation, has the\ncorporate power to own, lease and operate its property and to carry on its\nbusiness as now being conducted and as proposed to be conducted, and is duly\nqualified to do business and in good standing as a foreign corporation in each\njurisdiction in which the failure to be so qualified would have a Material\nAdverse Effect on Desktop.  Desktop has delivered to Individual a true and\ncomplete list of all of Desktop's subsidiaries, together with the jurisdiction\nof incorporation of each subsidiary and Desktop's equity interest therein.\nDesktop has delivered or made available a true and correct copy of the\nCertificate of Incorporation and Bylaws of Desktop and similar governing\ninstruments of its material subsidiaries, each as amended to date, to counsel\nfor Individual.\n\n     SECTION 3.02.  DESKTOP CAPITAL STRUCTURE.  The authorized capital stock of\nDesktop consists of 15,000,000 shares of Common Stock, par value $.01 per share,\nof which there were 8,675,369 shares issued and outstanding as of October 27,\n1997 and 1,000,000 shares of Preferred Stock, par value $.01 per share, of which\nno shares are issued or outstanding.  All outstanding shares of the Common Stock\nof Desktop are duly authorized, validly issued, fully paid and non-assessable\nand are not subject to preemptive rights created by statute, the\n\n \n                                      -18-\n\nCertificate of Incorporation or By-laws of Desktop or any agreement or\ndocument to which Desktop is a party or by which it is bound.  As of November 2,\n1997, Desktop had reserved an aggregate of 1,871,024 shares of Common Stock, net\nof exercises, for issuance to employees, consultants and non-employee directors\npursuant to Desktop's 1995 Stock Plan, 1989 Stock Option Plan and 1995 Non-\nEmployee Director Stock Option Plan, (collectively, the \"Desktop Stock Option\n                                                         --------------------\nPlans\"), under which options are outstanding for 899,306 shares.  All shares of\n-----                                                                          \nthe Common Stock of Desktop subject to issuance as aforesaid, upon issuance on\nthe terms and conditions specified in the instruments pursuant to which they are\nissuable, would be duly authorized, validly issued, fully paid and\nnonassessable.  Section 3.02 of the Desktop Disclosure Schedule lists each\noutstanding option to acquire shares of the Desktop Common Stock at November 2,\n1997, the name of the holder of such option, the number of shares subject to\nsuch option, the exercise price of such option, the number of shares as to which\nsuch option will have vested at such date, the vesting schedule and termination\ndate of such option or warrant and whether the exercisability of such option\nwill be accelerated in any way by the transactions contemplated by this\nAgreement or for any other reason, and indicate the extent of acceleration, if\nany.  As of November 2, 1997, there were 79 participants in Desktop's Employee\nStock Purchase Plan (the \"Desktop Employee Stock Purchase Plan\") and Desktop had\n                          ------------------------------------                  \nreserved an aggregate of 152,012 shares of Desktop Common Stock, net of\npurchases, thereunder.\n\n     SECTION 3.03.  OBLIGATIONS WITH RESPECT TO CAPITAL STOCK.  Except as set\nforth in Section 3.02, there are no equity securities of any class of Desktop,\nor any securities exchangeable or convertible into or exercisable for such\nequity securities, issued, reserved for issuance or outstanding.  Except for\nsecurities Desktop owns, directly or indirectly through one or more\nsubsidiaries, there are no equity securities of any class of any subsidiary of\nDesktop, or any security exchangeable or convertible into or exercisable for\nsuch equity securities, issued, reserved for issuance or outstanding.  Except as\nset forth in Section 3.02, there are no options, warrants, equity securities,\ncalls, rights (including preemptive rights), commitments or agreements or any\ncharacter to which Desktop or any of its subsidiaries is a party or by which it\nis bound obligating Desktop or any of its subsidiaries to issue, deliver or\nsell, or cause to be issued, delivered or sold, or repurchase, redeem or\notherwise acquire, or cause the repurchase, redemption or acquisition of, any\nshares of capital stock of Desktop or any of its subsidiaries or obligating\nDesktop or any of its subsidiaries to grant, extend, accelerate the vesting of\nor enter into any such option, warrant, equity security, call, right, commitment\nor agreement.  There are no registration rights and, to the knowledge of Desktop\nthere are no voting trusts, proxies or other agreements or understandings with\nrespect to any equity security of any class of Desktop or with respect to any\nequity security of any class of any of its subsidiaries.\n\n     SECTION 3.04.  AUTHORITY.\n\n          (a) Desktop has all requisite corporate power and authority to enter\ninto this Agreement and to consummate the transactions contemplated hereby.\nDesktop has all requisite corporate power and authority to enter into the\nDesktop Stock Option Agreement and to consummate the transactions contemplated\nthereby.  The execution and delivery of this Agreement and the Desktop Stock\nOption Agreement and the consummation of the transactions contemplated hereby\nand thereby have been duly authorized by all necessary corporate action on\nthe part of Desktop, subject only to the approval of the Merger by Desktop's\nstockholders as \n\n \n                                      -19-\n\ncontemplated in Section 5.02 and the filing and recordation of the Certificate\nof Merger pursuant to Delaware Law. This Agreement has been duly executed and\ndelivered by each of Desktop and, assuming the due authorization, execution and\ndelivery of this Agreement by Individual, this Agreement constitutes the valid\nand binding obligation of Desktop, enforceable in accordance with its terms,\nexcept as enforceability may be limited by bankruptcy and other similar laws and\ngeneral principles of equity. The Desktop Stock Option Agreement has been duly\nexecuted and delivered by Desktop and, assuming the due authorization, execution\nand delivery of the Desktop Stock Option Agreement by Individual, the Desktop\nStock Option Agreement constitutes the valid and binding obligation of Desktop,\nenforceable in accordance with its terms, except as enforceability may be\nlimited by bankruptcy and other similar laws and general principles of equity.\nThe execution and delivery of this Agreement and the Desktop Stock Option\nAgreement by Desktop do not, and the performance of this Agreement and the\nDesktop Stock Option Agreement by Desktop will not, (i) conflict with or violate\nthe Certificate of Incorporation or Bylaws of Desktop or the equivalent\norganizational documents of any of its other subsidiaries, (ii) to the best\nknowledge of Desktop, subject to obtaining the approval of the Merger by\nDesktop's stockholders as contemplated in Section 5.02 and compliance with the\nrequirements set forth in Section 3.04(b) below, conflict with or violate any\nlaw, rule, regulation, order, judgment or decree applicable to Desktop or any of\nits subsidiaries or by which its or any of their respective properties is bound\nor affected, or (iii) result in any breach of or constitute a default (or an\nevent that with notice or lapse of time or both would become a default) under,\nor impair Desktop's rights or alter the rights or obligations of any third party\nunder, or give to others any rights of termination, amendment, acceleration or\ncancellation of, or result in the creation of a lien or encumbrance on any of\nthe properties or assets of Desktop or any of its subsidiaries pursuant to, any\nnote, bond, mortgage, indenture, contract, agreement, lease, license, permit,\nfranchise or other instrument or obligation to which Desktop or any of its\nsubsidiaries is a party or by which Desktop or any of its subsidiaries or its or\nany of their respective properties are bound or affected, except, with respect\nto clauses (ii) and (iii), for any such conflicts, violations, defaults or other\noccurrences that would not have a Material Adverse Effect on Desktop. Section\n3.04 of the Desktop Disclosure Schedule lists all material consents, waivers and\napprovals under any of Desktop's or any of its subsidiaries agreements,\ncontracts, licenses or leases required to be obtained in connection with the\nconsummation of the transactions contemplated hereby.\n\n          (b) No consent, approval, order or authorization of, or registration,\ndeclaration or filing with any Governmental Entity is required by or with\nrespect to Desktop in connection with the execution and delivery of this\nAgreement or the Desktop Stock Option Agreement or the consummation of the\ntransactions contemplated hereby or thereby, except for (i) the filing of the\nRegistration Statement with the SEC in accordance with the Securities Act, (ii)\nthe filing of the Certificate of Merger with the Secretary of State of the State\nof Delaware, (iii) the filing of the Proxy Statement with the SEC in accordance\nwith the Exchange Act, (iv) the filing of a Current Report on Form 8-K with the\nSEC, (v) the listing of the Desktop Common Stock on Nasdaq, (vi) the filing of\nan amendment to Desktop's Certificate of Incorporation with the Secretary of\nState of the State of Delaware, (vii) such consents, approvals, orders,\nauthorizations, registrations, declarations and filings as may be required under\napplicable federal and state securities laws and the laws of any foreign country\nand (viii) such other consents, authorizations, filings, approvals\n\n \n                                      -20-\n\nand registrations which, if not obtained or made, would not have a material\nAdverse Effect on Individual or Desktop or have a Material Adverse Effect on the\nability of the parties to consummate the Merger.\n\n     SECTION 3.05.  SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW NOT\nAPPLICABLE.  The Board of Directors of Desktop has taken all actions so that the\nrestrictions contained in Section 203 of the Delaware General Corporation Law\napplicable to a \"business combination\" (as defined in Section 203) will not\napply to the execution, delivery or performance of this Agreement or the Stock\nOption Agreements or to the consummation of the Merger or the other transactions\ncontemplated by this Agreement or the Stock Option Agreements.\n\n     SECTION 3.06.  SEC FILINGS; DESKTOP FINANCIAL STATEMENTS.\n\n          (a) Desktop has filed all forms, reports and documents required to be\nfiled with  the SEC since November 1, 1995, and has made available to Individual\nsuch forms, reports and documents in the form filed with the SEC.  All such\nrequired forms, reports and documents (including those that Desktop may file\nsubsequent to the date hereof) are referred to herein as the \"Desktop SEC\n                                                              -----------\nReports.\"  As of their respective dates, the Desktop SEC Reports (i) were\n-------                                                                  \nprepared in accordance with the requirements of the Securities Act or the\nExchange Act, as the case may be, and the rules and regulations of the Sec\nthereunder applicable to such Desktop SEC Reports, and (ii) did not at the time\nthey were filed (or if amended or superseded by a filing prior to the date of\nthis Agreement, then on the date of such filing) contain any untrue statement of\na material fact or omit to state a material fact required to be stated therein\nor necessary in order to make the statements therein, in the light of the\ncircumstances under which they were made, not misleading.  None of Desktop's\nsubsidiaries is required to file any forms, reports or other documents with the\nSEC.\n\n          (b) Each of the consolidated financial statements (including, in each\ncase, any related notes thereto) contained in the Desktop SEC Reports or\ndelivered to Individual representing the financial condition of Desktop as of\nSeptember 30, 1997 (the \"Desktop Financials\"), including any Desktop SEC Reports\n                         ------------------                                     \nfiled after the date hereof until the Closing, (x) complied or will comply as to\nform in all material respects with the published rules and regulations of the\nSEC with respect thereto, (y) was prepared in accordance with GAAP applied on a\nconsistent basis throughout the periods involved (except as may be indicated in\nthe notes thereto or, in the case of unaudited interim financial statements, as\nmay be permitted by the SEC on Form 10-Q under the Exchange Act) and (z) fairly\npresented the consolidated results of its operations and cash flows for the\nperiods indicated, except that the unaudited interim financial statements were\nor are subject to normal and recurring year-end adjustments which were not, or\nare not expected to be, material in amount.  The balance sheet of Desktop as of\nSeptember 30, 1997 is hereinafter referred to as the \"Desktop Balance Sheet.\"\n                                                      ---------------------   \nExcept as disclosed in the Desktop Financials, neither Desktop nor any of its\nsubsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of\na nature required to be disclosed on a balance sheet or in the related notes to\nthe consolidated financial statements prepared in accordance with GAAP which\nare, individually or in the aggregate, material to the business, results of\noperations or financial condition of Desktop and its subsidiaries taken as a\nwhole, except liabilities (i) provided for in\n\n \n                                      -21-\n\nthe Desktop Balance Sheet, or (ii) incurred since the date of the Desktop\nBalance Sheet in the ordinary course of business consistent with past practices.\n\n          (c) Desktop has heretofore furnished to Individual a complete and\ncorrect copy of any amendments or modifications, which have not yet been filed\nwith the SEC but which are required to be filed, to agreements, documents or\nother instruments which previously had been filed by Desktop with the SEC\npursuant to the Securities Act or the Exchange Act.\n\n     SECTION 3.07.  ABSENCE OF CERTAIN CHANGES OR EVENTS.  Since the date of the\nDesktop Balance Sheet through the date of this Agreement, there has not been:\n(i) any Material Adverse Effect on Desktop, (ii) any material change by Desktop\nin its accounting methods, principles or practices, except as required by\nconcurring changes in GAAP, or (ii) any revaluation by Desktop of any of its\nassets having a Material Adverse Effect on Desktop, including, without\nlimitation, writing down the value of capitalized software or inventory or\nwriting off notes or accounts receivable other than in the ordinary course of\nbusiness.\n\n     SECTION 3.08.  TAXES.  Desktop and each of its subsidiaries has filed all\ntax returns required to be filed by any of them and has paid (or Desktop has\npaid on its behalf), or has set up an adequate reserve for the payment of, all\nmaterial taxes required to be paid as shown on such returns, and the most recent\nfinancial statements delivered to Individual reflect an adequate reserve for all\nmaterial taxes payable by Desktop and its subsidiaries accrued through the date\nof such financial statements.  Except as reasonably would not be expected to\nhave a Material Adverse Effect on Desktop, no deficiencies for any taxes have\nbeen proposed, asserted or assessed against Desktop or any of its subsidiaries.\n\n     SECTION 3.09.  INTELLECTUAL PROPERTY.\n\n          (a) Desktop and its subsidiaries own, or have the right to use, sell\nor license all intellectual property utilized in their respective businesses as\npresently conducted (such intellectual property and the rights thereto are\ncollectively referred to herein as the \"Desktop IP Rights\"), except for any\n                                        -----------------                  \nfailure to own or have the right to use, sell or license that would not have a\nMaterial Adverse Effect on Desktop.\n\n          (b) The execution, delivery and performance of this Agreement and the\nconsummation of the transactions contemplated hereby will not constitute a\nbreach of any instrument or agreement governing any Desktop IP Rights (the\n\"Desktop IP Rights Agreements\"), will not cause the forfeiture or termination or\n-----------------------------                                                   \ngive rise to a right of forfeiture or termination of any Desktop IP Rights or\nimpair the right of Desktop and its subsidiaries to use, sell or license any\nDesktop IP Rights or portion thereof, except for the occurrence of any such\nbreach, forfeiture, termination or impairment that would not individually or in\nthe aggregate, result in a Material Adverse Effect on Desktop.\n\n          (c) (i) neither the manufacture, marketing, license, sale or intended\nuse of any product or technology currently licensed or sold or under development\nby Desktop or any of its subsidiaries violates any licenses or agreement between\nDesktop or any of its subsidiaries and any third party or, to the knowledge of\nDesktop, infringes any intellectual property right of any other\n\n \n                                      -22-\n\nparty; and (ii) there is no pending or, to the knowledge of Desktop, threatened\nclaim or litigation contesting the validity, ownership or right to use, sell,\nlicense or dispose of any Desktop IP Rights, nor has Desktop received any\nwritten notice asserting that any Desktop IP Rights or the proposed use, sale,\nlicense or disposition thereof conflicts or will conflict with the rights of any\nother party, except, with respect to clauses (i) and (ii), for any violations,\ninfringements, claims or litigation that would not have a Material Adverse\nEffect on Desktop.\n\n          (d) Desktop has taken reasonable and practicable steps designed to\nsafeguard and maintain the secrecy and confidentiality of, and its proprietary\nrights in, all Desktop IP Rights.\n\n     SECTION 3.10.  COMPLIANCE; PERMITS; RESTRICTIONS.\n\n          (a) Neither Desktop nor any of its subsidiaries is in conflict with,\nor in default or violation of, (i) any law, rule, regulation, order, judgment or\ndecree applicable to Desktop or any of its subsidiaries or by which its or any\nof their respective properties is bound or affected, or (ii) any note, bond,\nmortgage, indenture, contract, agreement, lease, license, permit, franchise or\nother instrument or obligation to which Desktop or any of its subsidiaries is a\nparty or by which Desktop or any of its subsidiaries or its or any of their\nrespective properties is bound or affected, except for any conflicts, defaults\nor violations which would not have a Material Adverse Effect on Desktop.\nWithout limiting the foregoing, Desktop is in compliance with all material\nprovisions of its agreements with information providers, including provisions\nrelating to royalty calculations; Individual has not received any notice from\nany information providers claiming non-compliance with any such agreements.  To\nthe knowledge of Desktop, no investigation or review by any governmental or\nregulatory body or authority is pending or threatened against Desktop or its\nsubsidiaries, nor has any governmental or regulatory body or authority indicated\nan intention to conduct the same, other than, in each such case, those the\noutcome of which would not have a Material Adverse Effect on Desktop.\n\n          (b) Desktop and its subsidiaries hold all permits, licenses,\nvariances, exemptions, orders and approvals from governmental authorities which\nare material to the operation of the business of Desktop and its subsidiaries\ntaken as a whole (collectively, the \"Desktop Permits\").  Desktop and its\n                                     ---------------                    \nsubsidiaries are in compliance with the terms of the Desktop Permits, except\nwhere the failure to so comply would not have a Material Adverse Effect on\nDesktop.\n\n     SECTION 3.11.  LITIGATION.  As of the date of this Agreement, there is no\naction, suit, proceeding, claim, arbitration or investigation pending, or as to\nwhich Desktop or any of its subsidiaries has received any notice of assertion\nnor, to Desktop's knowledge, is there a threatened action, suit, proceeding,\nclaim, arbitration or investigation against Desktop or any of its subsidiaries\nwhich would have a Material Adverse Effect on Desktop, or which in any manner\nchallenges or seeks to prevent, enjoin, alter or delay any of the transactions\ncontemplated by this Agreement.\n\n     SECTION 3.12.  BROKERS' AND FINDERS' FEES''.  Except for fees payable to BT\nAlex. Brown Incorporated pursuant to an engagement letter dated June 11, 1997 a\ncopy of which has \n\n \n                                      -23-\n\nbeen provided to Individual, Desktop has not incurred, nor will it incur,\ndirectly or indirectly, any liability for brokerage or finders' fees or agents'\ncommissions or any similar charges in connection with this Agreement or any\ntransaction contemplated hereby.\n\n     SECTION 3.13.  EMPLOYEE BENEFIT PLANS.\n\n          (a) With respect to each material employee benefit plan, program,\narrangement and contract (including without limitation, any \"employee benefit\nplan\" as defined in Section 3(3) of ERISA) maintained or contributed to by\nDesktop or any trade or business which is under common control with Desktop\nwithin the meaning of Section 414 of the Code (the \"Desktop Employee Plans\"),\n                                                    ----------------------   \nDesktop has made available to Individual a true and complete copy of, to the\nextent applicable, (i) such Desktop Employee Plan, (ii) the most recent annual\nreport (Form 5500), (iii) each trust agreement related to such Desktop Employee\nPlan, (iv) the most recent summary plan description for each Desktop Employee\nPlan for which such a description is required, (v) the most recent actuarial\nreport relating to any Desktop Employee Plan subject to Title IV of ERISA and\n(vi) the most recent IRS determination letter issued with respect to any Desktop\nEmployee Plan.\n\n          (b) Each Desktop Employee Plan which is intended to be qualified under\nSection 401(a) of the Code has received a favorable determination from the IRS\ngoverning the provisions of the Tax Reform Act of 1986 stating that such Desktop\nEmployee Plan is so qualified and nothing has occurred since the date such\nletter that could reasonably be expected to affect the qualified status of such\nplan.  Each Desktop Employee Plan has been operated in all material respects in\naccordance with its terms and the requirements of applicable law.  Neither\nDesktop nor any ERISA Affiliate of Desktop has incurred or is reasonably\nexpected to incur any material liability under Title IV of ERISA in connection\nwith the termination of any plan covered or previously covered by Title IV of\nERISA.  No Desktop Employee Plan is a Multiemployer Plan as defined in Section\n3(37) of ERISA.\n\n          (c) With respect to the employees and former employees of Desktop,\nthere are no employee post-retirement medical or health plans in effect, except\nas required by Section 4980B of the Code.  No tax under Section 4980B or Section\n4980D of the Code has been incurred in respect of any Employee Plan that is a\ngroup health plan, as defined in Section 5000(b)(1) of the Code.\n\n     SECTION 3.14.  ABSENCE OF LIENS AND ENCUMBRANCES; CONDITIONS OF EQUIPMENT.\nDesktop and each of its subsidiaries has good and valid title to, or, in the\ncase of leased properties and assets, valid leasehold interests in, all of its\nmaterial tangible properties and assets, real, personal and mixed, used in its\nbusiness, free and clear of any liens or encumbrances except as reflected in the\nDesktop Financials and except for liens for taxes not yet due and payable and\nsuch imperfections of title and encumbrances, if any, which would not have a\nMaterial Adverse Effect on Desktop.\n\n \n                                      -24-\n\n     SECTION 3.15.  ENVIRONMENTAL MATTERS.\n\n          (a) Hazardous Material.  Except as would not have a Material Adverse\nEffect on Desktop, no underground storage tanks and no Hazardous Materials (but\nexcluding office and janitorial supplies) are present as a result of the\ndeliberate actions of Desktop or any of its subsidiaries, or, to Desktop's\nknowledge, as a result of any actions of any third party or otherwise, in, on or\nunder any property, including the land and the improvements, ground water and\nsurface water thereof, that Desktop or any of its subsidiaries has at any time\nowned, operated, occupied or leased.\n\n          (b) Hazardous Material Activities.  Except as would not have a\nMaterial Adverse Effect on Desktop, neither Desktop nor any of its subsidiaries\nhas transported, stored, used, manufactured, disposed of, released or exposed\nits employees or others to Hazardous Materials in violation of any law in effect\non or before the date hereof, nor has Desktop or any of its subsidiaries engaged\nin any Hazardous Material Activities in violation of any rule, regulation,\ntreaty or statute promulgated by any Governmental Entity in effect prior to or\nas of the date hereof to prohibit, regulate or control Hazardous Materials or\nany Hazardous Material Activity.\n\n          (c) Permits.  Desktop and its subsidiaries currently holds all\nenvironmental approvals, permits, licenses, clearances and consents (the\n\"Desktop Environmental Permits\") necessary for the conduct of Desktop's and its\n------------------------------                                                 \nsubsidiaries' Hazardous Material Activities and other businesses of Desktop and\nits subsidiaries as such activities and businesses are currently being\nconducted, except where the failure to so hold would not have a Material Adverse\nEffect on Desktop.\n\n          (d) Environmental Liabilities.  No material action, proceeding,\nrevocation proceeding, amendment procedure, writ, injunction or claim is\npending, or to Desktop's knowledge, threatened concerning any Desktop\nEnvironmental Permits, Hazardous Material or any Hazardous Material Activity of\nDesktop or any of its subsidiaries.  Desktop is not aware of any fact or\ncircumstance which could involve Desktop or any of its subsidiaries in any\nenvironmental litigation or impose upon Desktop or any of its subsidiaries any\nenvironmental liability that would have a Material Adverse Effect on Desktop.\n\n     SECTION 3.16.  LABOR MATTERS.  To Desktop's knowledge, there are no\nactivities or proceedings of any labor union to organize any employees of\nDesktop or any of its subsidiaries and there are no strikes, or material\nslowdowns, work stoppages or lockouts, or threats thereof by or with respect to\nany employees of Desktop or any of its subsidiaries.  Desktop and its\nsubsidiaries are and have been in compliance with all applicable laws regarding\nemployment practices, terms and conditions of employment, and wages and hours\n(including, without limitation, ERISA, WARN or any similar state or local law),\nexcept for any noncompliance that would not have a Material Adverse Effect on\nDesktop.\n\n     SECTION 3.17.  AGREEMENTS, CONTRACTS AND COMMISSIONS.  Except as set forth\nin Section 3.17 of the Desktop Disclosure Schedule, neither Desktop nor any of\nits subsidiaries is a party to or is bound by:\n\n \n                                      -25-\n\n          (a) any collective bargaining agreements;\n\n          (b) any bonus, deferred compensation, incentive compensation, pension,\nprofit sharing or retirement plans, or any other employee benefit plans or\narrangements;\n\n          (c) any employment or consulting agreement contract or commitment with\nany officer or director level employee, not terminable by Desktop or any of its\nsubsidiaries on thirty (30) days notice without liability, except to the extent\ngeneral principles of wrongful termination law may limit Desktop's or any of its\nsubsidiaries' ability to terminate employees at will;\n\n          (d) any agreement or plan, including, without limitation, any stock\noption plan, stock appreciation right plan or stock purchase plan, any of the\nbenefits of which all will be increased, or the vesting of benefits of which\nwill be accelerated, by the occurrence of any of the transactions contemplated\nby this Agreement or the value of any of the benefits of which will be\ncalculated on the basis of any of the transactions contemplated by this\nAgreement;\n\n          (e) any agreement of indemnification or guaranty not entered into in\nthe ordinary course of business other than indemnification agreements between\nDesktop or any of its subsidiaries and any of its officers or directors;\n\n          (f) any agreement, contract or commitment containing any covenant\nlimiting the freedom of Desktop or any of its subsidiaries to engage in any line\nof business or compete with any person;\n\n          (g) any agreement, contract or commitment relating to capital\nexpenditures and involving future obligations in excess of $100,000 and not\ncancelable without penalty;\n\n          (h) any agreement, contract or commitment currently in force relating\nto the disposition or acquisition of assets not in the ordinary course of\nbusiness or any ownership interest in any corporation, partnership, joint\nventure or other business enterprise;\n\n          (i) any mortgage, indenture, loans or credit agreements, security\nagreements or other agreements or instruments relating to the borrowing of money\nor extension of credit;\n\n          (j) any joint marketing or development agreement;\n\n          (k) any distribution agreement (identifying any that contain\nexclusivity provisions);\n\n          (l) any other agreement, contract or commitment (excluding real and\npersonal property leases) which involve payment by Desktop or any of its\nsubsidiaries under any such agreement, contract or commitment of $100,000 or\nmore in the aggregate and is not cancelable without penalty within thirty (30)\ndays.\n\n     Neither Desktop nor any of its subsidiaries, nor to Desktop's knowledge any\nother party to a Desktop Contract (as defined below), has breached, violated or\ndefaulted under, or received \n\n \n                                      -26-\n\nnotice that it has breached violated or defaulted under, any of the material\nterms or conditions of any of the agreements, contracts or commitments to which\nDesktop is a party or by which it is bound of the type described in clauses (a)\nthrough (1) above (any such agreement, contract or commitment, a \"Desktop\n                                                                  ------- \nContract\") in such a manner as would permit any other party to cancel or\n--------\nterminate any such Desktop Contract, or would permit any other party to seek\ndamages, which would have a Material Adverse Effect on Desktop.\n\n     SECTION 3.18.  POOLING OF INTERESTS.  To the knowledge of Desktop, based on\nconsultation with its independent accountants, neither Desktop nor any of its\ndirectors, officers or stockholders has taken any action which would interfere\nwith Desktop's ability to account for the Merger as a pooling of interests.\n\n     SECTION 3.19.  CHANGE OF CONTROL PAYMENTS.  Section 3.19 of the Desktop\nDisclosure Schedule sets forth each plan or agreement pursuant to which all\nmaterial amounts may become payable (whether currently or in the future) to\ncurrent or former officers and directors of Desktop as a result of or in\nconnection with the Merger.\n\n     SECTION 3.20.  STATEMENTS; PROXY STATEMENTS\/PROSPECTUS.  The information\nsupplied by Desktop for inclusion in the Registration Statement (as defined in\nSection 2.04(b)) shall not at the time the Registration Statement is filed with\nthe SEC and at the time it becomes effective under the Securities Act, contain\nany untrue statement of a material fact or omit to state any material fact\nrequired to be stated therein or necessary in order to make the statements\ntherein not misleading.  The information supplied by Desktop for inclusion in\nthe Proxy Statement to be sent to the stockholders of Desktop and stockholders\nof Individual in connection with the Desktop Stockholders' Meeting and in\nconnection with the Individual Stockholders' Meeting shall not, on the date the\nProxy Statement is first mailed to Individual's stockholders and Desktop's\nstockholders and at the time of the Individual Stockholders' Meeting or the\nDesktop Stockholders' Meeting, contain any untrue statement of a material fact\nor omit to state any material fact required to be stated therein or necessary in\norder to make the statements therein, in light of the circumstances under which\nthey are made, not false or misleading; or omit to state any material fact\nnecessary to correct any statement in any earlier communication with respect to\nthe solicitation of proxies for the Desktop Stockholders' Meeting or the\nIndividual Stockholders' Meeting which has become false or misleading.  The\nProxy Statement will comply as to form in all material respects with the\nprovisions of the Exchange Act and the rules and regulations thereunder.  If at\nany time prior to the Effective Time, any event relating to Desktop or any of\nits affiliates, officers or directors should be discovered by Desktop which\nshould be set forth in an amendment to the Regulation Statement or a supplement\nto the Proxy Statement, Desktop shall promptly inform Individual.\nNotwithstanding the foregoing, Desktop makes no representation or warranty with\nrespect to any information supplied by Individual which is contained in any of\nthe foregoing documents.\n\n     SECTION 3.21.  BOARD APPROVAL.  The Board of  Directors of Desktop has, as\nof the date of this Agreement, determined to recommend that the Stockholders of\nDesktop approve the issuance of the Desktop Common Stock in the Merger.\n\n \n                                      -27-\n\n     SECTION 3.22.  FAIRNESS OPINION.  Desktop has received a written opinion\nfrom BT Alex. Brown Incorporated, dated as of the date hereof, to the effect\nthat as of the date hereof, the Merger is fair to Desktop's stockholders from a\nfinancial point of view and has delivered to Individual a copy of such opinion.\n\n     SECTION 3.23.  MINUTE BOOKS.  The minute books of Desktop made available to\ncounsel for Individual are the only minute books of Desktop and contain a\nreasonably accurate summary, in all material respects, of all meetings of\ndirectors (or committees thereof) and stockholders or actions by written consent\nsince the time of incorporation of Desktop.\n\n\n                                   ARTICLE IV\n\n                     CONDUCT OF BUSINESS PENDING THE MERGER\n                                        \n          SECTION 4.01  CONDUCT OF BUSINESS.  During the period from the date of\nthis Agreement and continuing until the earlier of the termination of this\nAgreement pursuant to its terms or the Effective Time, Individual (which for the\npurposes of this Article 4 shall include Individual and each of its\nsubsidiaries) and Desktop (which for the purposes of this Article 4 shall\ninclude Desktop and each of its subsidiaries) agree, except (i) in the case of\nIndividual as provided in Article 4 of the Individual Disclosure Schedule and in\nthe case of Desktop as provided in Article 4 of the Desktop Disclosure Schedule,\nor (ii) to the extent that the other party shall otherwise consent in writing,\nto carry on its business diligently and in accordance with good commercial\npractice and to carry on its business in the usual, regular and ordinary course,\nin substantially the same manner as heretofore conducted, to pay its debts and\ntaxes when due subject to good faith disputes over such debts or taxes, to pay\nor perform other material obligations when due, and use its commercially\nreasonable efforts consistent with past practices and policies to preserve\nintact its present business organization, keep available the services of its\npresent officers and employees and preserve its relationships with customers,\nsuppliers, distributors, licensors, licensees, and others with which it has\nbusiness dealings.  In furtherance of the foregoing and subject to applicable\nlaw, Individual and Desktop agree to confer, as promptly as practicable, prior\nto taking any material actions or making any material management decisions with\nrespect to the conduct of business.  In particular, but without limiting the\napplicability of the foregoing sentence, Desktop and Individual shall use all\nreasonable efforts, within 30 days after the date hereof, to agree on (i) mutual\ncapital expenditure budgets covering the period prior to the Effective Date and\n(ii) an employee retention plan which will include provision for severance for\nany employees whose jobs may be terminated as a result of the Merger.  In\naddition, except in the case of Individual as provided in Article 4 of the\nIndividual Disclosure Schedule and in the case of Desktop as provided in Article\n4 of the Desktop Disclosure Schedule, without the prior written consent of the\nother, neither Individual nor Desktop shall do any of the following, and neither\nIndividual nor Desktop shall permit its subsidiaries to do any of the following:\n\n          (a) amend or otherwise change its Certificate of Incorporation or By-\nLaws;\n\n \n                                      -28-\n\n          (b) issue, sell, pledge, dispose of or encumber, or authorize the\nissuance, sale, pledge, disposition or encumbrance of, any shares of capital\nstock of any class, or any options, warrants, convertible securities or other\nrights of any kind to acquire any shares of capital stock, or any other\nownership interest (including, without limitation, any phantom interest) (except\nfor the issuance of shares of common stock issuable pursuant to employee stock\noptions under the Individual Employee Stock Option Plans, the Desktop Employee\nStock Option Plans or the Warrants, as the case may be, or pursuant to rights to\npurchase shares under the Individual Employee Stock Purchase Plan and the\nDesktop Employee Stock Purchase Plan, as the case may be, which options,\nwarrants or rights, as the case may be, are outstanding on the date hereof);\nprovided, however, that Desktop may continue to grant options pursuant to the\n--------  -------\nDesktop Stock Option Plans without the prior consent of Individual, in amounts\nnot to exceed 1,500 shares per person, and Individual may continue to grant\noptions pursuant to the Individual Stock Option Plans, without the prior written\nconsent of Desktop, in amounts not to exceed 3,000 shares per person.\n\n          (c) sell, pledge, dispose of or encumber any assets (except for (i)\nsales of assets in the ordinary course of business and in a manner consistent\nwith past practice and (ii) dispositions of obsolete or worthless assets);\n\n          (d) accelerate, amend or change the period (or permit any\nacceleration, amendment or change) of exercisability of options granted under\nthe Individual Employee Plans or the Desktop Employee Plans (including the\nIndividual Stock Option Plans, the Desktop Stock Option Plans, the Individual\nEmployee Stock Purchase Plan and the Desktop Employee Stock Purchase Plan) or\nthe Warrants or authorize cash payments in exchange for any options granted\nunder any of such plans;\n\n          (e) (i) declare, set aside, make or pay any dividend or other\ndistribution (whether in cash, stock or property or any combination thereof) in\nrespect of any of its capital stock, except that a wholly owned subsidiary may\ndeclare and pay a dividend to its parent, (ii) split, combine or reclassify any\nof its capital stock or issue or authorize or propose the issuance of any other\nsecurities in respect of, in lieu of or in substitution for shares of its\ncapital stock or (iii) amend the terms of, repurchase, redeem or otherwise\nacquire, or permit any subsidiary to repurchase, redeem or otherwise acquire,\nany of its securities or any securities of its subsidiaries, or propose to do\nany of the foregoing;\n\n          (f) sell, transfer, license, sublicense or otherwise dispose of any\nIndividual IP Rights or Desktop IP Rights, as the case may be, or amend or\nmodify any existing agreements with respect to any Individual IP Rights,\nIndividual IP Rights Agreements, Desktop IP Rights or Desktop IP Rights\nAgreements, as the case may be, other than nonexclusive object and source code\nlicenses in the ordinary course of business consistent with past practice;\n\n          (g) (i) acquire (by merger, consolidation, or acquisition of stock or\nassets) any corporation, partnership or other business organization or division\nthereof; (ii) incur any indebtedness for borrowed money or issue any debt\nsecurities or assume, guarantee (other than guarantees of bank debt of its\nsubsidiaries entered into in the ordinary course of business) or \n\n \n                                      -29-\n\nendorse or otherwise as an accommodation become responsible for, the obligations\nof any person, or make any loans or advances, except in the ordinary course of\nbusiness consistent with past practice; (iii) enter into or amend any material\ncontract or agreement other than in the ordinary course of business; (iv)\nauthorize any capital expenditures or purchase of fixed assets which are, in the\naggregate, in excess of $100,000, taken as a whole (except pursuant to a capital\nexpenditure budget approved in writing by both parties); or (v) enter into or\namend any contract, agreement, commitment or arrangement to effect any of the\nmatters prohibited by this Section 4.01(g);\n\n          (h) increase the compensation payable or to become payable to its\nofficers or employees, except for increases in salary or wages of employees who\nare not officers in accordance with past practices, or grant any severance or\ntermination pay to, or enter into any employment or severance agreement with any\ndirector, officer (except for officers who are terminated on an involuntary\nbasis) or other employee, or establish, adopt, enter into or amend any Employee\nPlan;\n\n          (i) take any action, other than as required by GAAP, to change\naccounting policies or procedures (including, without limitation, procedures\nwith respect to revenue recognition, capitalization of software development\ncosts, payments of accounts payable and collection of accounts receivable);\n\n          (j) make any material tax election inconsistent with past practices or\nsettle or compromise any material federal, state, local or foreign tax liability\nor agree to an extension of a statute of limitations for any assessment of any\ntax, except to the extent the amount of any such settlement has been reserved\nfor on its most recent SEC Report;\n\n          (k) pay, discharge or satisfy any claims, liabilities or obligations\n(absolute, accrued, asserted or unasserted, contingent or otherwise), other than\nthe payment, discharge or satisfaction in the ordinary course of business and\nconsistent with past practice of liabilities reflected or reserved against in\nthe financial statements of Individual or Desktop, as the case may be, or\nincurred in the ordinary course of business and consistent with past practice;\n\n          (1) except as may be required by law, take any action to terminate or\namend any of its Employee Plans other than in connection with the Merger;\n\n          (m) take or allow to be taken or fail to take any act or omission\nwhich would jeopardize the treatment of the Merger as a pooling of interests for\naccounting purposes under GAAP; or\n\n          (n) enter into any material partnership arrangements, joint\ndevelopment agreements or strategic alliances;\n\n          (o) take, or agree in writing or otherwise to take, any of the actions\ndescribed in Sections 4.01(a) through (n) above, or any action which would make\nany of the representations or warranties of Individual or Desktop, as the case\nmay be, contained in this Agreement untrue or \n\n \n                                      -30-\n\nincorrect or prevent Individual or Desktop, as the case may be, from performing\nor cause Individual or Desktop, as the case may be, not to perform its covenants\nhereunder or result in any of the conditions to the Merger set forth herein not\nbeing satisfied.\n\n          If either party wishes to obtain the consent of the other to take\nactions for which prior consent is required pursuant to this Section 4.01, such\nparty shall request such consent in writing by telecopy to the attention of the\nChief Executive Officer and the Chief Financial Officer of the other party.  A\nconsent signed by either such officer shall be deemed sufficient for purposes\nhereof.  In addition, if the party receiving such a request does not respond in\nwriting (which may include an e-mailed response) to such request within 5\nbusiness days after the date the request is telecopied, the receiving party\nshall be deemed to have consented to the requested action for all purposes of\nthis Agreement.\n\n     SECTION 4.02.  NO SOLICITATION.\n\n         (a) Restrictions on Individual\n\n             (i)  Except as set forth in section 4.02(a) of the Individual\nDisclosure Schedule, without the prior written consent of Desktop, Individual\nshall not, directly or indirectly, through any officer, director, employee,\nrepresentative or agent of Individual or any of its subsidiaries, solicit or\nencourage (including by way of furnishing information) the initiation or\nsubmission of any inquiries, proposals or offers regarding any acquisition,\nmerger, take-over bid, sale of substantial assets, sale of shares of capital\nstock (including without limitation by way of a tender offer) or similar\ntransactions involving Individual or any subsidiaries of Individual (any of the\nforegoing inquiries or proposals being referred to herein as an \"Acquisition\n                                                                 -----------\nProposal\"); provided, however, that nothing contained in this Agreement shall\n--------                                                                     \nprevent the Board of Directors of Individual from referring any third party to\nthis Section 4.02(a). Nothing contained in this Section 4.02(a) or any other\nprovision of this Agreement shall prevent the Board of Directors of Individual\nfrom considering, and recommending to the stockholders of Individual an\nunsolicited bona fide written Acquisition Proposal which the Board of Directors\nof Individual determines in good faith (after consultation with its financial\nadvisors, and after receiving a written opinion of outside counsel to the effect\nthat the Board of Directors is required to do so in order to discharge properly\nits fiduciary duties) would result in a transaction more favorable to\nIndividual's stockholders from a financial point of view than the transaction\ncontemplated by this Agreement (any such Acquisition Proposal being referred to\nherein as a \"Individual Superior Proposal\").\n             ----------------------------   \n\n             (ii) Individual shall immediately notify Desktop after receipt of\nany Acquisition Proposal or any request for nonpublic information relating to\nIndividual or any of its subsidiaries in connection with an Acquisition Proposal\nor for access to the properties, books or records of Individual or any\nsubsidiary by any person or entity that informs the Board of Directors of\nIndividual or such subsidiary that it is considering making, or has made, an\nAcquisition Proposal. Such notice to Desktop shall be made orally and in writing\nand shall indicate in reasonable detail the identity of the offeror and the\nterms and conditions of such proposal, inquiry or contact.\n\n \n                                      -31-\n\n            (iii) If the Board of Directors of Individual receives a request for\nmaterial nonpublic information by a party who makes a bona fide Acquisition\nProposal and the Board of Directors of Individual determines that such proposal,\nif consummated pursuant to its terms, would be a Superior Proposal, then, and\nonly in such case, Individual may, subject to the execution of a confidentiality\nagreement substantially similar to that then in effect between Individual and\nDesktop, provide such party with access to information regarding Individual.\n\n            (iv)  Individual shall immediately cease and cause to be terminated\nany existing discussions or negotiations with any parties (other than Desktop)\nconducted heretofore with respect to any of the foregoing. Individual agrees not\nto release any third party from any confidentiality or standstill agreement to\nwhich Individual is a party.\n\n            (v)   Individual shall ensure that the officers, directors and\nemployees of Individual and its subsidiaries and any investment banker or other\nadvisor or representative retained by Individual are aware of the restrictions\ndescribed in this Section, and shall be responsible for any breach of this\nSection 4.02(a) by such bankers, advisors and representatives.\n\n          (b)  Restrictions on Desktop\n\n            (i)  Except as set forth in Section 4.02(b) of the Desktop\nDisclosure Schedule, without the prior written consent of Individual, Desktop\nshall not, directly or indirectly, through any officer, director, employee,\nrepresentative or agent of Desktop or any of its subsidiaries, solicit or\nencourage (including by way of furnishing information) the initiation or\nsubmission of any inquiries, proposals or offers regarding any acquisition,\nmerger, take-over bid, sale of substantial assets, sale of shares of capital\nstock (including without limitation by way of a tender offer) or similar\ntransactions involving Desktop or any subsidiaries of Desktop(any of the\nforegoing inquiries or proposals being referred to herein as an \"Acquisition\n                                                                 -----------\nProposal\"); provided, however, that nothing contained in this Agreement shall\n---------\nprevent the Board of Directors of Desktop from referring any third party to this\nSection 4.02(b). Nothing contained in this Section 4.02(b) or any other\nprovision of this Agreement shall prevent the Board of Directors of Desktop from\nconsidering, and recommending to the stockholders of Desktop an unsolicited bona\nfide written Acquisition Proposal which the Board of Directors of Desktop\ndetermines in good faith (after consultation with its financial advisors, and\nafter receiving a written opinion of outside counsel to the effect that the\nBoard of Directors is required to do so in order to discharge properly its\nfiduciary duties) would result in a transaction more favorable to Desktop's\nstockholders from a financial point of view than the transaction contemplated by\nthis Agreement (any such Acquisition Proposal being referred to herein as a\n\"Desktop Superior Proposal\").\n -------------------------   \n\n            (ii)    Desktop shall immediately notify Individual after receipt of\nany Acquisition Proposal or any request for nonpublic information relating to\nDesktop or any of its subsidiaries in connection with an Acquisition Proposal or\nfor access to the properties, books or records of Desktop or any subsidiary by\nany person or entity that informs the Board of Directors of Desktop or such\nsubsidiary that it is considering making, or has made, an Acquisition Proposal.\nSuch notice to Individual shall be made orally and in writing and shall indicate\nin\n\n \n                                      -32-\n\nreasonable detail the identity of the offeror and the terms and conditions of\nsuch proposal, inquiry or contact.\n\n          (iii)   If the Board of Directors of Desktop receives a request for\nmaterial nonpublic information by a party who makes a bona fide Acquisition\nProposal and the Board of Directors of Desktop determines that such proposal, if\nconsummated pursuant to its terms, would\nbe a Superior Proposal, then, and only in such case, Desktop may, subject to the\nexecution of a confidentiality agreement substantially similar to that then in\neffect between Desktop and Individual, provide such party with access to\ninformation regarding Desktop.\n\n          (iv)    Desktop shall immediately cease and cause to be terminated any\nexisting discussions or negotiations with any parties (other than Individual)\nconducted heretofore with respect to any of the foregoing.  Desktop agrees not\nto release any third party from any confidentiality or standstill agreement to\nwhich Desktop is a party.\n\n          (v)     Desktop shall ensure that the officers, directors and\nemployees of Desktop and its subsidiaries and any investment banker or other\nadvisor or representative retained by Desktop are aware of the restrictions\ndescribed in this Section, and shall be responsible for any breach of this\nSection 4.02(b) by such bankers, advisors and representatives.\n\n\n                                   ARTICLE V\n\n                             ADDITIONAL AGREEMENTS\n                                        \n          SECTION 5.01.  PROXY STATEMENT\/PROSPECTUS; REGISTRATION STATEMENT;\nOTHER FILINGS.  As promptly as practicable after the execution of this\nAgreement, Individual and Desktop will prepare, and file with the SEC, the Proxy\nStatement and Desktop will prepare and file with the SEC the Registration\nStatement in which the Proxy Statement will be included as a prospectus.  Each\nof Individual and Desktop will respond to any comments of the SEC, will use its\nbest efforts to have the Registration Statement declared effective under the\nSecurities Act as promptly as practicable after such filing and will cause the\nProxy Statement to be mailed to its stockholders at the earliest practicable\ntime.  As promptly as practicable after the date of this Agreement, Individual\nand Desktop will prepare and file any other filings required under the Exchange\nAct, the Securities Act or any other Federal, foreign or Blue Sky laws relating\nto the Merger and the transactions contemplated by this Agreement (the \"Other\nFilings\").  Each party will notify the other party promptly upon the receipt of\nany comments from the SEC or its staff and of any request by the SEC or its\nstaff or any other governmental officials for amendments or supplements to the\nRegistration Statement, the Proxy Statement or any Other Filing or for\nadditional information and will supply the other party with copies of all\ncorrespondence between such party or any of its representatives, on the one\nhand, and the SEC, or its staff or any other government officials, on the other\nhand, with respect to the Registration Statement, the Proxy Statement, the\nMerger or any Other Filing.  The Proxy Statement, the Registration Statement and\nthe Other Filings will comply in all material respects with all applicable\nrequirements of law and the rules and regulations promulgated thereunder.\nWhenever any event occurs which is required \n\n \n                                      -33-\n\nto be set forth in an amendment or supplement to the Proxy Statement, the\nRegistration Statement or any Other Filing, Individual or Desktop, as the case\nmay be, will promptly inform the other party of such occurrence and cooperate in\nfiling with the SEC or its staff or any other government officials, and\/or\nmailing to stockholders of Individual and Desktop, such amendment or supplement.\nThe Proxy Statement will also include the recommendations of (i) the Board of\nDirectors of Individual in favor of approval of this Agreement and the Merger\n(except that the Board of Directors of Individual may withdraw, modify or\nrefrain from making such recommendation if the Board receives an opinion of\ncounsel that the Board's fiduciary duties under applicable law require it to do\nso), and (ii) the Board of Directors of Desktop in favor of the issuance of\nshares of Desktop Common Stock in the Merger, the change of Desktop's name and\nan increase in the number of authorized shares of capital stock (except that the\nBoard of Directors of Desktop may withdraw, modify or refrain from making such\nrecommendations if the Board receives an opinion of counsel that the Board's\nfiduciary duties under applicable law require it to do so).\n\n          SECTION 5.02.  MEETINGS OF STOCKHOLDERS.  Promptly after the date\nhereof, Individual will take all action necessary in accordance with Delaware\nLaw and its Certificate of Incorporation and Bylaws to convene the Individual\nStockholders' Meeting to be held as promptly as practicable, and in any event\nwithin 45 days after the declaration of effectiveness of the Registration\nStatement, for the purpose of voting upon this Agreement.  Individual will\nconsult with Desktop and use its commercially reasonable efforts to hold the\nIndividual Stockholders' Meeting on the same day as the Desktop Stockholders'\nMeeting.  Promptly after the date hereof, Desktop will take all action necessary\nin accordance with Delaware Law and its Certificate of Incorporation and Bylaws\nto convene the Desktop Stockholders' Meeting to be held as promptly as\npracticable, and in any event within 45 days after the declaration of\neffectiveness of the Registration Statement, for the purpose of (i) voting upon\nthis Agreement, (ii) the issuance of shares of Desktop Common Stock by virtue of\nthe Merger, (iii) the increase in the number of authorized shares of capital\nstock, and (iv) the change of the name of the Surviving Corporation to \"NewsEDGE\nCorporation.\"  Desktop will consult with Individual and will use its\ncommercially reasonable efforts to hold the Desktop Stockholders' Meeting on the\nsame day as the Individual Stockholders' Meeting.  Desktop and Individual will\neach use its commercially reasonable efforts to solicit from its stockholders\nproxies in favor of the approval of the foregoing proposals and to take all\nother action necessary or advisable to secure the vote or consent of their\nrespective stockholders required by the rules of the National Association of\nSecurities Dealers, Inc. or Delaware Law to obtain such approvals, except to the\nextent that the Board of Directors of such party determines that doing so would\ncause the Board of Directors of such party to breach its fiduciary duties under\napplicable law.\n\n     SECTION 5.03. ACCESS TO INFORMATION; CONFIDENTIALITY.\n\n          (a) Upon reasonable notice and subject to restrictions contained in\nconfidentiality agreements to which such party is subject, Individual and\nDesktop shall each (and shall cause each of their subsidiaries to) afford to the\nofficers, employees, accountants, counsel and other representatives of the\nother, reasonable access, during the period prior to the Effective Time, to all\nits properties, books, contracts, commitments and records and, during such\nperiod, \n\n \n                                      -34-\n\nIndividual and Desktop each shall (and shall cause each of their subsidiaries\nto) furnish promptly to the other all information concerning its business,\nproperties and personnel as such other party may reasonably request, and each\nshall make available to the other the appropriate individuals (including\nattorneys, accountants and other professionals) for discussion of the other's\nbusiness, properties and personnel as either party may reasonably request. Each\nparty shall keep such information confidential in accordance with the terms of\nthe currently effective confidentiality and standstill agreement (the\n\"Confidentiality Agreement\") between Desktop and Individual.\n-------------------------  \n\n          (b) Individual shall provide to Desktop and Desktop shall provide to\nIndividual promptly as available drafts of their respective Forms 10-Q for the\nquarter ended September 30, 1997.\n\n     SECTION 5.04.  CONSENTS; APPROVALS.  Individual and Desktop shall\neach use their best efforts to obtain all consents, waivers, approvals,\nauthorizations or orders (including, without limitation, all United States and\nforeign governmental and regulatory rulings and approvals), and Individual and\nDesktop shall make all filings (including, without limitation, all filings with\nUnited States and foreign governmental or regulatory agencies) required in\nconnection with the authorization, execution and delivery of this Agreement by\nIndividual and Desktop and the consummation by them of the transactions\ncontemplated hereby.  Individual and Desktop shall furnish all information\nrequired to be included in the Proxy Statement and the Registration Statement,\nor for any application or other filing to be made pursuant to the rules and\nregulations of any United States, or foreign governmental body in connection\nwith the transactions contemplated by this Agreement.\n\n     SECTION 5.05.  STOCK OPTIONS AND WARRANTS.\n\n          (a) At the Effective Time, Individual's obligations with respect to\neach outstanding option or warrant to purchase Shares of Individual Common Stock\n(each, a \"Individual Option\") under Individual's Stock Option Plans or pursuant\n          -----------------                                                    \nto the Warrants whether vested or unvested, will be assumed by Desktop.  Each\nIndividual Option so assumed by Desktop under this Agreement shall continue to\nhave, and be subject to, the same terms and conditions set forth in Individual's\nEmployee Stock Option Plans, the agreement or Warrant pursuant to which such\nIndividual Option was issued as in effect immediately prior to the Effective\nTime, except that (i) such Individual Option will be exercisable for that number\nof Shares of Desktop Common Stock equal to the product of the number of Shares\nof Individual Common Stock that were purchasable under such Individual Option\nimmediately prior to the Effective Time multiplied by the Exchange Ratio,\nrounded up to the nearest whole number of Shares of Desktop Common Stock, and\n(ii) the per share exercise price for the shares of Desktop Common Stock\nissuable upon exercise of such assumed Individual Option will be equal to the\nquotient determined by dividing the exercise price per share of Individual\nCommon Stock at which such Individual Option was exercisable immediately prior\nto the Effective Time by the Exchange Ratio, and rounding the resulting exercise\nprice up to the nearest whole cent.\n\n \n                                      -35-\n\n          (b) It is the intention of the parties that Individual Options assumed\nby Desktop qualify following the Effective Time as incentive stock options as\ndefined in the Code (\"ISO's\") to the extent such Individual Options qualified as\nISO's prior to the Effective Time.\n\n          (c) After the Effective Time, Desktop will issue to each holder of an\noutstanding Individual Option a document evidencing the foregoing assumption by\nDesktop.\n\n          (d) Desktop will reserve sufficient shares of Desktop Common Stock for\nissuance under this Section 5.05 hereof.\n\n     SECTION 5.06. INDIVIDUAL EMPLOYEE STOCK PURCHASE PLAN.\n\n          (a) Individual shall use all reasonable efforts, to the extent\npermitted by law and the provisions of the Individual Employee Stock Purchase\nPlan (including the amendment provision thereof) to cause the exercise date (as\nsuch term is used in the Individual Employee Stock Purchase Plan) applicable to\nthe then current offering period (as such term is used in the Individual\nEmployee Stock Purchase Plan) to be the last trading day on which the shares of\nIndividual Common Stock are traded on Nasdaq immediately prior to the Effective\nTime (the \"Final Individual Purchase Date\"); provided, that, such change in the\nPurchase Date shall be conditioned upon the consummation of the Merger.  On the\nFinal Individual Purchase Date, Individual shall apply the funds credited as of\nsuch date under the individual stock purchase plan within each participant's\npayroll withholdings account to the purchase of whole shares of Individual\nCommon Stock in accordance with the terms of the Individual Employee Stock\nPurchase Plan.  the cost to each participant in the Individual Stock Purchase\nPlan for shares of Individual Common Stock shall be the lower of 85% of the\naverage market price of individual Common Stock on Nasdaq on (i) the first day\nof the then current offering period or (ii) the Final Individual Purchase Date,\nin either event rounded up to the nearest quarter.\n\n          (b) Desktop shall use all reasonable efforts to amend Desktop's\nEmployee Stock Purchase Plan so that Employees of Individual as of the Effective\nTime shall be permitted to participate in Desktop's Employee Stock Purchase Plan\ncommencing on the first enrollment date following the Effective Time, subject to\ncompliance with the eligibility provisions of such plan (with employees\nreceiving credit, for purposes of such eligibility provisions, for service with\nIndividual).\n\n          (c) It is the intention of the parties that notwithstanding anything\ncontained in this Agreement, the exercise price, the number of shares\npurchasable and the terms and conditions applicable to any adjustments to the\nIndividual Employee Stock Purchase Plan and any employee stock purchase plan\nmaintained by Desktop shall be determined so as to comply with Sections 423 and\n424 of the Code and the regulations promulgated thereunder (specifically the\nprovisions of Code Section 424(a) and 424(h)(3)(A) and Treasury Regulation\nSECTION 1.425-1) such that the arrangement implemented under the Individual\nEmployee Stock Purchase Plan by reason of the Merger not constitute a\n\"modification.\"\n\n \n                                      -36-\n\n          (d) Desktop will reserve sufficient shares of Desktop Common Stock for\nissuance under Section 5.06 hereof.\n\n     SECTION 5.07.  INDIVIDUAL AFFILIATE AGREEMENT.  Set forth in Section\n5.07 of the Individual Disclosure Schedule is a list of those persons who may be\ndeemed to be, in Individual's reasonable judgment, affiliates of Individual\nwithin the meaning of Rule 145 promulgated under the Securities Act (a\n\"Individual Affiliate\").  Individual will provide Desktop with such\n---------------------                                               \ninformation and documents as Desktop reasonably requests for purposes of\nreviewing such list.  Individual will use its best efforts to deliver or cause\nto be delivered to Desktop prior to the Closing Date from each Individual\nAffiliate an executed affiliate agreement in substantially the form attached\nhereto as Exhibit E (the \"Individual Affiliate Agreement\"), each of which will\n                          ------------------------------                      \nbe in full force and effect as of the Effective Time.  Desktop will be entitled\nto place appropriate legends on the certificate evidencing any Desktop Common\nStock to be received by a Individual Affiliate pursuant to the terms of this\nAgreement, and to issue appropriate stop transfer instructions to the transfer\nagent for the Desktop Common Stock, consistent with the terms of the Individual\nAffiliate Agreement.\n\n     SECTION 5.08.  DESKTOP AFFILIATE AGREEMENT.  Set forth on Section 5.08\nof the Desktop Disclosure Schedule is a list of those persons who may be deemed\nto be, in Desktop's reasonable judgment, affiliates of Desktop within the\nmeaning of Rule 145 promulgated under the Securities Act (a \"Desktop\n                                                             -------\nAffiliate\").  Desktop will provide Individual with such information and\ndocuments as Individual reasonably requests for purposes of reviewing such list.\nDesktop will use its best efforts to deliver or cause to be delivered to\nIndividual prior to the Closing Date from each Desktop Affiliate an executed\naffiliate agreement in substantially the form attached hereto as Exhibit F (the\n\"Desktop Affiliate Agreement\"), each of which will be in full force and effect\n ---------------------------                                                  \nas of the Effective Time.\n\n     SECTION 5.09. INDEMNIFICATION AND INSURANCE.\n\n          (a) From and after the Effective Time, the Surviving Corporation will\nfulfill and honor in all respects the obligations of Individual which exist\nprior to the date hereof to indemnify Individual's present and former directors\nand officers and their heirs, executors and assigns.  The Certificate of\nIncorporation and By-laws of the Surviving Corporation will contain the\nprovisions with respect to indemnification and elimination of liability for\nmonetary damages set forth in the Certificate of Incorporation and By-laws of\nIndividual, which provisions will not be amended, repealed or otherwise modified\nfor a period of six years from the Effective Time in any manner that would\nadversely affect the rights thereunder of individuals who, at the Effective\nTime, were directors, officers, employees or agents of Individual, unless such\nmodification is required by law.\n\n          (b) After the Effective Time the Surviving Corporation will, to the\nfullest extent permitted under applicable law or under the Surviving\nCorporation's Certificate of Incorporation or By-laws, indemnify and hold\nharmless, each present or former director or officer of Individual or any of its\nsubsidiaries and his or her heirs, executors and assigns (collectively, the\n\"Indemnified Parties\") against any costs or expenses (including attorneys'\nfees), judgments, \n\n \n                                      -37-\n\nfines, losses, claims, damages, liabilities and amounts paid in settlement in\nconnection with any claim, action, suit, proceeding or investigation, whether\ncivil, criminal, administrative or investigative, to the extent arising out of\nor pertaining to any action or omission in his or her capacity as a director,\nofficer, employee or agent of Individual occurring prior to the Effective Time\n(including without limitation actions or omissions relating to the Merger) for a\nperiod of six years after the date hereof. In the event of any such claim,\naction, suit, proceeding or investigation (whether arising before or after the\nEffective Time), (i) any counsel retained by the Indemnified Parties for any\nperiod after the Effective Time will be reasonably satisfactory to the Surviving\nCorporation, (ii) after the Effective Time, the Surviving Corporation will pay\nthe reasonable fees and expenses of such counsel, promptly after statements\ntherefor are received and (iii) the Surviving Corporation will cooperate in the\ndefense of any such matter; provided, however, that the Surviving\n                            --------  -------          \nCorporation will not be liable for any settlement effected without its written\nconsent (which consent will not be unreasonably withheld); and provided,\n                                                               -------- \nfurther, that, in the event that any claim or claims for indemnification are\n-------                                                                     \nasserted or made within such six-year period, all rights to indemnification in\nrespect of any such claim or claims will continue until the disposition of any\nand all such claims.  The Indemnified Parties as group may retain only one law\nfirm (in addition to local counsel) to represent them with respect to any single\naction unless there is, under applicable standards of professional conduct, a\nconflict on any significant issue between the positions of any two or more\nIndemnified Parties.\n\n          (c) For a period of six years after the Effective Time, the Surviving\nCorporation will use all commercially reasonable efforts to maintain in effect,\nif available, directors' and officers' liability insurance covering those\npersons who are currently covered by Individual's Directors, Officers and\nCompany Liability insurance policies on terms comparable to those applicable to\nthe current directors of Individual; provided, however, that in no event will\n                                     --------  -------                       \nthe Surviving Corporation be required to expend per year an amount in excess of\ntwo times the annual premium currently paid by Desktop for its directors and\nofficers' liability insurance coverage.\n\n          (d) Individual shall use best efforts, after consultation with\nDesktop, to negotiate and secure a \"tail\" on its existing Directors, Officers\nand Company Liability insurance policies for a period of one year, at a total\ncost not to exceed $300,000.\n\n          (e) This Section 5.09 will survive any termination of this Agreement\nand the consummation of the Merger at the Effective Time, is intended to benefit\nIndividual, the Surviving Corporation and the Indemnified Parties, and will be\nbinding on all successors and assigns of the Surviving Corporation.\n\n     SECTION 5.10. NOTIFICATION OF CERTAIN MATTERS. Individual shall give prompt\nnotice to Desktop, and Desktop shall give prompt notice to Individual, of (i)\nthe occurrence, or non-occurrence, of any event the occurrence, or non-\noccurrence, of which would be likely to cause any representation or warranty\ncontained in this Agreement to be untrue or inaccurate, and (ii) any failure of\nIndividual or Desktop, as the case may be, materially to comply with or satisfy\nany covenant, condition or agreement to be complied with or satisfied by it\nhereunder; provided, however, that the delivery of any notice pursuant to this\nSection shall not limit or otherwise\n\n \n                                      -38-\n\naffect the remedies available hereunder to the party receiving such notice; and\nprovided, further, that failure to give such notice shall not be treated as a\nbreach of covenant for the purposes of Sections 6.02(a) and 6.03(a) unless the\nfailure to give such notice results in material prejudice to the other party.\n\n     SECTION 5.11. FURTHER ACTION\/TAX TREATMENT. Upon the terms and subject to\nthe conditions hereof, each of the parties hereto in good faith shall use all\ncommercially reasonable efforts to take, or cause to be taken, all actions and\nto do, or cause to be done, all other things necessary, proper or advisable to\nconsummate and make effective as promptly as practicable the transactions\ncontemplated by this Agreement, to obtain in a timely manner all necessary\nwaivers, consents and approvals and to effect all necessary registrations and\nfilings, and to otherwise satisfy or cause to be satisfied all conditions\nprecedent to its obligations under this Agreement. Each of Desktop and\nIndividual shall use its best efforts to cause the Merger to qualify, and will\nnot (both before and after consummation of the Merger) take any actions which\ncould prevent the Merger from qualifying, as a reorganization under the\nprovisions of Section 368 of the Code.\n\n     SECTION 5.12. PUBLIC ANNOUNCEMENTS. Desktop and Individual shall consult\nwith each other before issuing any press release or otherwise making any public\nstatements with respect to the Merger or this Agreement and shall not issue any\nsuch press release or make any such public statement without the prior consent\nof the other party, which shall not be unreasonably withheld; provided, however,\nthat a party may, without the prior consent of the other party, issue such press\nrelease or make such public statement as may upon the advice of counsel be\nrequired by law or the National Association of Securities Dealers, Inc. if it\nhas used all reasonable efforts to consult with the other party.\n\n     SECTION 5.13. LISTING OF DESKTOP COMMON STOCK. Desktop shall use its\nreasonable best efforts to cause the shares of Desktop Common Stock to be issued\nin the Merger to be approved for listing on Nasdaq prior to the Effective Time.\n\n     SECTION 5.14.  CONVEYANCE TAXES.  Desktop and Individual shall\ncooperate in the preparation, execution and filing of all returns,\nquestionnaires, applications or other documents regarding any real property\ntransfer or gains, sales, use, transfer, value added, stock transfer and stamp\ntaxes, any transfer, recording, registration and other fees, and any similar\ntaxes which become payable in connection with the transactions contemplated\nhereby that are required or permitted to be filed on or before the Effective\nTime.\n\n     SECTION 5.15.  ACCOUNTANTS' LETTERS.  Upon reasonable notice from\nDesktop, Individual shall use its best efforts to cause Coopers &amp; Lybrand, LLP\nto deliver to Desktop a letter covering such matters as are requested by Desktop\nand as are customarily addressed in accountant's \"comfort\" letters.\n\n     SECTION 5.16.  POOLING ACCOUNTING TREATMENT.  Each of Desktop and\nIndividual agree not to take any action that would adversely affect the ability\nof Desktop to treat the Merger as a pooling of interests under GAAP.\n\n \n                                      -39-\n\n     SECTION 5.17.  THIRD PARTY CONSENTS.  As soon as practicable following\nthe date hereof, Desktop and Individual will each use its commercially\nreasonable efforts to obtain all material consents, waivers and approvals under\nany of its or its subsidiaries' agreements, contracts, licenses or leases\nrequired to be obtained in connection with the consummation of the transactions\ncontemplated hereby.\n\n     SECTION 5.18.  TAX-FREE REORGANIZATION.  Desktop and Individual will\neach use its commercially reasonable efforts to cause the Merger to be treated\nas a reorganization within the meaning of Section 368 of the Code.  Desktop and\nIndividual will each make available to the other party and their respective\nlegal counsel copies of all returns requested by the other party.\n\n     SECTION 5.19.  BOARD OF DIRECTORS OF DESKTOP.  The Board of Directors\nof Desktop shall recommend to the stockholders of Desktop and shall use all\nother reasonable efforts to take all actions necessary (i) to cause the Board of\nDirectors of the Surviving Corporation, immediately after the Effective Time, to\nconsist of seven (7) persons, four (4) of whom shall have served on the Board of\nDirectors of Desktop immediately prior to the Effective Time (the \"Former\nDesktop Directors\"), and three (3) of whom (selected by the Chief Executive\nOfficer of Individual and approved by the Chief Executive Officer of Desktop)\nshall have served on the Board of Directors of Individual immediately prior to\nthe Effective Time (the \"Former Individual Directors\") and (ii) to constitute\nthe Board of Directors of Desktop so that two Former Desktop Directors and one\nFormer Individual Director shall be in the class of directors whose terms expire\nat the Annual Meeting of Stockholders for the third year after the Effective\nDate, one Former Desktop Director and one Former Individual Director shall be in\nthe class whose term expires two years after the Effective Date, and one Former\nDesktop Director and one Former Individual Director shall be in the class whose\nterm expires at the Annual Meeting one year after the Effective Date.  If, prior\nto the Effective Time, any of the Individual or Desktop designees shall decline\nor be unable to serve as a Individual or Desktop director, Individual (if such\nperson was designated by Individual) or Desktop (if such person was designated\nby Desktop) shall designate another person to serve in such person's stead,\nwhich person shall be reasonably acceptable to the other party.\n\n     SECTION  5.20.  OFFICERS OF DESKTOP.  At the Effective Time, Donald L.\nMcLagan will continue to serve as the Chief Executive Officer, Chairman and\nPresident of the Surviving Corporation, Edward R. Siegfried will continue to\nserve as the Chief Financial Officer and Vice President-Finance and Operations\nof the Surviving Corporation and Michael E. Kolowich will become the Vice-\nChairman of the Surviving Corporation.\n\n     SECTION 5.21. CHANGE OF NAME.  Subject to the last sentence of Section\n5.01 hereof, at the Desktop Stockholders' Meeting Desktop shall propose and\nrecommend that its Certificate of Incorporation be amended at the Effective Time\nto change its name to \"NewsEDGE Corporation\".\n\n     SECTION 5.22.  FORM S-8.  Desktop agrees to file a registration\nstatement on Form S-8 for the shares of Desktop Common Stock issuable with\nrespect to assumed Individual Stock Options no later than two (2) business days\nafter the Closing Date.\n\n \n                                      -40-\n\n                                   ARTICLE VI\n\n                            CONDITIONS TO THE MERGER\n                                        \n     SECTION 6.01. CONDITIONS TO OBLIGATION OF EACH PARTY TO EFFECT THE MERGER.\nThe respective obligations of each party to effect the Merger shall be subject\nto the satisfaction at or prior to the Effective Time of the following\nconditions:\n\n          (a) Effectiveness of the Registration Statement.  The Registration\nStatement shall have been declared effective by the SEC under the Securities\nAct.  No stop order suspending the effectiveness of the Registration Statement\nshall have been issued by the SEC and no proceedings for that purpose and no\nsimilar proceeding in respect of the Proxy Statement shall have been initiated\nor, to the knowledge of Desktop or Individual, threatened by the SEC;\n\n          (b) Stockholder Approval.  This Agreement shall have been approved and\nadopted, and the Merger shall have been approved and adopted, by the requisite\nvote, under applicable law, by the stockholders of Individual and Desktop,\nrespectively; and the issuance of shares of Desktop Common Stock by virtue of\nthe Merger shall have been approved by the requisite vote under the rules of the\nNational Association of Securities Dealers, Inc. by the Stockholders of Desktop.\n\n          (c) No Injunctions or Restraints; Illegality.  No temporary\nrestraining order, preliminary or permanent injunction or other order issued by\nany court of competent jurisdiction or other legal restraint or prohibition (an\n\"Injunction\") preventing the consummation of the Merger shall be in effect, nor\nshall any proceeding brought by any administrative agency or commission or other\ngovernmental authority or instrumentality, domestic or foreign, seeking any of\nthe foregoing be pending; and there shall not be any action taken, or any\nstatute, rule, regulation or order enacted, entered, enforced or deemed\napplicable to the Merger, which makes the consummation of the Merger illegal;\n\n          (d) Tax Opinions.  Desktop and Individual shall have received\nsubstantially identical written opinions of Testa, Hurwitz &amp; Thibeault, LLP and\nMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. respectively, in form and\nsubstance reasonably satisfactory to them to the effect that the Mergers will\nconstitute a reorganization within the meaning of Section 368 of the Code.\n\n          (e)  Nasdaq Listing.  The Desktop Common Stock shall have been\napproved for listing, subject to notice of issuance, on Nasdaq.\n\n          (f) Opinion of Accountants.  Each of Desktop and Individual shall have\nreceived letters from each of Arthur Andersen LLP and Coopers &amp; Lybrand, LLP,\neach dated within two (2) business days prior to the Effective Time, regarding\nthose firms' concurrence with Desktop managements' and Individual managements'\nconclusions as to the appropriateness of \n\n \n                                      -41-\n\npooling of interest accounting for the Merger under Accounting Principles Board\nOpinion No. 16, if the Merger is consummated in accordance with this Agreement.\n\n     SECTION 6.02.  ADDITIONAL CONDITIONS TO OBLIGATIONS OF DESKTOP.  The\nobligations of Desktop to effect the Merger are also subject to the following\nconditions:\n\n          (a) Representations and Warranties.  The representations and\nwarranties of Individual contained in this Agreement (together with the\nIndividual Disclosure Schedule) shall be true and correct in all respects on and\nas of the Effective Time, with the same force and effect as if made on and as of\nthe Effective Time, except for (i) changes contemplated by this Agreement, (ii)\nthose representations and warranties which address matters only as of a\nparticular date (which shall remain true and correct as of such date) or (iii)\nfailures to be true and correct that would not have a Material Adverse Effect on\nIndividual; and Desktop shall have received a certificate to such effect signed\nby the President and Chief Financial Officer of Individual;\n\n          (b) Agreements and Covenants.  Individual shall have performed or\ncomplied in all material respects with all agreements and covenants required by\nthis Agreement to be performed or complied with by it on or prior to the\nEffective Time, except to the extent any such non-performance or non-compliance\nwould not have a Material Adverse Effect on Individual, and Desktop shall have\nreceived a certificate to such effect signed by the President and Chief\nFinancial Officer of Individual;\n\n          (c) Consents Obtained.  All material consents, waivers, approvals,\nauthorizations or orders required to be obtained, and all filings required to be\nmade, by Individual for the authorization, execution and delivery of this\nAgreement and the consummation by it of the transactions contemplated hereby\nshall have been obtained and made by Individual;\n\n          (d) Governmental Actions.  There shall not have been instituted,\npending or threatened any action or proceeding (or any investigation or other\ninquiry that might result in such an action or proceeding) by any governmental\nauthority or administrative agency before any governmental authority,\nadministrative agency or court of competent jurisdiction, nor shall there be in\neffect any judgment, decree or order of any governmental authority,\nadministrative agency or court of competent jurisdiction, in either case,\nseeking to prohibit or limit Desktop from exercising all material rights and\nprivileges pertaining to its ownership of the Surviving Corporation or the\nownership or operation by Desktop or any of its subsidiaries of all or a\nmaterial portion of the business or assets of Desktop or any of its\nsubsidiaries, or seeking to compel Desktop or any of its subsidiaries to dispose\nof or hold separate all or any material portion of the business or assets of\nDesktop or any of its subsidiaries, as a result of the Merger or the\ntransactions contemplated by this Agreement;\n\n          (e) Material Adverse Change.  Since the date of this Agreement, there\nshall have been no change, occurrence or circumstance in the business, results\nof operations or financial condition of Individual or any subsidiary of\nIndividual having or reasonably likely to have, individually or in the\naggregate,  a Material Adverse Effect;\n\n \n                                      -42-\n\n          (f) Affiliate Agreements. Desktop shall have received from each person\nwho is identified in Section 5.07 of the Individual Disclosure Schedule as an\n\"affiliate\" of Individual an Affiliate Agreement, and each such Affiliate\nAgreement shall be in full force and effect;\n\n          (g) Legal Opinion.  Desktop shall have received a legal opinion from\nMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to Individual, in a\nform reasonably acceptable to Desktop;\n\n          (h) Transfer of Material Agreements.  Individual shall have received\nall consents and approvals required to the Merger under Individual's agreements\nwith Reuters NewMedia, Inc. and Netscape Communications, Inc.\n\n          SECTION 6.03.  ADDITIONAL CONDITIONS TO OBLIGATIONS OF INDIVIDUAL.\nThe obligation of Individual to effect the Merger is also subject to the\nfollowing conditions:\n\n          (a) Representations and Warranties.  The representations and\nwarranties of Desktop contained in this Agreement (together with the Desktop\nDisclosure Schedule) shall be true and correct in all respects on and as of the\nEffective Time, with the same force and effect as if made on and as of the\nEffective Time, except for (i) changes contemplated by this Agreement, (ii)\nthose representations and warranties which address matters only as of a\nparticular date (which shall remain true and correct as of such date) and (iii)\nfailures to be true and correct that would not have a Material Adverse Effect on\nDesktop; and Individual shall have received a certificate to such effect signed\nby the President and Chief Financial Officer of Desktop;\n\n          (b) Agreements and Covenants.  Desktop shall have performed or\ncomplied in all material respects with all agreements and covenants required by\nthis Agreement to be performed or complied with by it on or prior to the\nEffective Time, except to the extent any such non-performance or non-compliance\nwould not have a Material Adverse Effect on Desktop, and Individual shall have\nreceived a certificate to such effect signed by the President and Chief\nFinancial Officer of Desktop;\n\n          (c) Consents Obtained.  All material consents, waivers, approvals,\nauthorizations or orders required to be obtained, and all filings required to be\nmade, by Desktop for the authorization, execution and delivery of this Agreement\nand the consummation by them of the transactions contemplated hereby shall have\nbeen obtained and made by Desktop; and\n\n          (d) Governmental Actions.  There shall not have been instituted,\npending or threatened any action or proceeding (or any investigation or other\ninquiry that might result in such an action or proceeding) by any governmental\nauthority or administrative agency before any governmental authority,\nadministrative agency or court of competent jurisdiction, nor shall there be in\neffect any judgment, decree or order of any governmental authority,\nadministrative agency or court of competent jurisdiction, in either case,\nseeking to prohibit or limit Individual from exercising all material rights and\nprivileges pertaining to its ownership of the Surviving Corporation or the\nownership or operation by Individual or any of its subsidiaries of all or a\nmaterial portion of the business or assets of Individual or any of its\nsubsidiaries, or seeking to \n\n \n                                      -43-\n\ncompel Individual or any of its subsidiaries to dispose of or hold separate all\nor any material portion of the business or assets of Individual or any of its\nsubsidiaries, as a result of the Merger or the transactions contemplated by this\nAgreement;\n\n          (e) Material Adverse Change.  Since the date of this Agreement, there\nshall have been no change, occurrence or circumstance in the business, results\nof operations or financial condition of Desktop or any subsidiary of Desktop\nhaving or reasonably likely to have, individually or in the aggregate, a\nMaterial Adverse Effect.\n\n          (f) Affiliate Agreements. Individual shall have received from each\nperson who is identified in Section 5.08 of the Desktop Disclosure Schedule as\nan \"affiliate\" of Desktop an Affiliate Agreement, and each such Affiliate\nAgreement shall be in full force and effect;\n\n          (g) Legal Opinion.  Individual shall have received a legal opinion\nfrom Testa, Hurwitz &amp; Thibeault, LLP, counsel to Desktop, in a form reasonably\nacceptable to Individual.\n\n          (h) Consent.  Desktop shall have received all consents and approvals\nrequired to the Merger under Desktop's agreement with Reuters, Inc.\n\n\n                                  ARTICLE VII\n\n                                  TERMINATION\n                                        \n     SECTION 7.01.  TERMINATION.  This Agreement may be terminated at\nany time prior to the Effective Time, notwithstanding approval thereof by the\nstockholders of Individual and Desktop:\n\n          (a) by mutual written consent duly authorized by the Boards of\nDirectors of Desktop and Individual; or\n\n          (b) by either Desktop or Individual if the Merger shall not have been\nconsummated by April 30, 1998 (provided that the right to terminate this\nAgreement under this Section 7.01(b) shall not be available to any party whose\nfailure to fulfill any obligation under this Agreement has been the cause of or\nresulted in the failure of the Merger to occur on or before such date); or\n\n          (c) by either Desktop or Individual if a court of competent\njurisdiction or governmental, regulatory or administrative agency or commission\nshall have issued a non-appealable final order, decree or ruling or taken any\nother action, in each case having the effect of permanently restraining,\nenjoining or otherwise prohibiting the Merger; or\n\n          (d) by either Desktop or Individual, if the required approvals of the\nstockholders of Desktop or Individual contemplated by this Agreement shall not\nhave been obtained by reason of the failure to obtain the requisite vote upon a\nvote taken as a meeting of\n\n \n                                      -44-\n\nstockholders convened therefor or at any adjournment thereof (provided that the\nright to terminate this Agreement under this Section 7.01(d) shall not be\navailable to any party where the failure to obtain stockholder approval of such\nparty shall have been caused by the action or failure to act of such party in\nbreach of this Agreement); or\n\n          (e) by Desktop, if the Board of Directors of Individual shall have\nwithheld, withdrawn or modified in a manner adverse to Desktop its\nrecommendation in favor of the Merger; or\n\n          (f) by Individual, if the Board of Directors of Desktop shall have\nwithheld, withdrawn or modified in a manner adverse to Individual its\nrecommendation in favor of the Merger; or\n\n          (g) by Desktop or Individual, upon a breach of any, covenant or\nagreement on the part of Individual or Desktop, respectively, set forth in this\nAgreement, in either case, such that the conditions set forth in Section\n6.02(b), or Section 6.03(b), would not be satisfied (a \"Terminating Breach\"),\nprovided that, if such Terminating Breach is curable prior to the expiration of\n5 days from its occurrence (but in no event later than April 30, 1998) by\nDesktop or Individual, as the case may be, through the exercise of its\nreasonable best efforts and for so long as Desktop or Individual, as the case\nmay be, continues to exercise such reasonable best efforts, neither Individual\nnor Desktop, respectively, may terminate this Agreement under this Section\n7.01(g) unless such 5-day period expires without such Terminating Breach having\nbeen cured; or\n\n          (h) by either Individual or Desktop, if Individual shall have accepted\na Individual Superior Proposal or if the Board of Directors of Individual\nrecommends a Individual Superior Proposal to the stockholders of Individual; or\n\n          (i) by either Desktop or Individual, if Desktop shall have accepted a\nDesktop Superior Proposal or if the Desktop Board of Directors recommends a\nDesktop Superior Proposal to the stockholders of Desktop; or\n\n          (j) by Individual, if there shall have occurred any Material Adverse\nEffect with respect to Desktop since the date of this Agreement; or\n\n          (k) by Desktop, if there shall have occurred any Material Adverse\nEffect with respect to Individual since the date of this Agreement; or\n\n          (l) by either Desktop or Individual, if the SEC determines that\nDesktop may not account for the Merger as a pooling of interests; or\n\n          (m) by either Desktop or Individual, if any representation or warranty\non the part of the other party set forth in this Agreement proves to have been\nuntrue on the date hereof, if such failure to be true is reasonably likely to\nhave a Material Adverse Effect.\n\n \n                                      -45-\n\n\n     SECTION 7.02. NOTICE OF TERMINATION; EFFECT OF TERMINATION. Any termination\nof this Agreement under Section 7.01 above will be effective immediately upon\nthe delivery of written notice of the terminating party to the other parties\nhereto. In the event of the termination of this Agreement pursuant to Section\n7.01, this Agreement shall forthwith become void and there shall be no liability\non the part of any party hereto or any of its affiliates, directors, officers or\nstockholders except (i) as set forth in Sections 7.02, 7.03 and 8.01 hereof, and\n(ii) nothing herein shall relieve any party from liability for any willful\nbreach hereof. No termination of this Agreement shall affect the obligations of\nthe parties contained in the Confidentiality Agreement, all of which obligations\nshall survive termination of this Agreement in accordance with its terms.\n\n     SECTION 7.03.  FEES AND EXPENSES.\n\n          (a) Except as set forth in this Section 7.03, all fees and expenses\nincurred in connection with this Agreement and the transactions contemplated\nhereby shall be paid by the party incurring such expenses, whether or not the\nMerger is consummated; provided, however, that Desktop and Individual shall\n                       --------  -------                                   \nshare equally all fees and expenses incurred in relation to the preparation,\nprinting and filing of the Proxy Statement (including any preliminary materials\nrelated thereto) and the Registration Statement (including financial statements\nand exhibits) and any amendments or supplements thereto.\n\n          (b) Individual shall pay Desktop a fee of $3,500,000, plus actual,\ndocumented and reasonable out-of-pocket expenses of Desktop relating to the\ntransactions contemplated by this Agreement (including but not limited to, fees\nand expenses of Desktop's counsel, accountants and financial advisors) upon the\nearliest to occur of the following events:\n\n               (i) the termination of this Agreement by Desktop pursuant to\n     Section 7.01(e), 7.01 (g) or 7.01(m); or\n\n               (ii) the termination of this Agreement by Desktop or Individual\n     pursuant to Section 7.01(h); or\n\n               (iii)  the termination of this Agreement by Individual or Desktop\n     pursuant to Section 7.01(d) as a result of the failure to receive the\n     requisite vote for approval and adoption by the stockholders of Individual\n     at the Individual Stockholders' Meeting, if Individual subsequently enters\n     into an Alternative Transaction; or\n\n               (iv) the delivery of information by Individual to a Third Party\n     (as defined in paragraph (d) below) or described in Section 4.02(a)(iii)\n     hereof.\n\n          (c) Desktop shall pay Individual a fee of $3,500,000, plus actual,\ndocumented and reasonable out-of-pocket expenses of Individual relating to the\ntransactions contemplated by this Agreement (including but not limited to, fees\nand expenses of Individual's counsel, accountants and financial advisors) upon\nthe earliest to occur of the following events:\n\n \n                                      -46-\n\n               (i) the termination of this Agreement by Individual pursuant to\n     Section 7.01(f), 7.01(g) or 7.01(m); or\n\n               (ii) the termination of this Agreement by Desktop or Individual\n     pursuant to Section 7.01(i); or\n\n               (iii)  the termination of this Agreement by Individual or Desktop\n     pursuant to Section 7.01(d) as a result of the failure to receive the\n     requisite vote for approval and adoption by the stockholders of Desktop at\n     the Desktop Stockholders' Meeting, if Desktop subsequently enters into an\n     Alternative Transaction; or\n\n               (iv) the delivery of information by Desktop to a Third Party as\n     described in Section 4.02(b)(iii) hereof.\n\n          (d) As used herein, \"Alternative Transaction\" means (i) a transaction\npursuant to which any person (or group of persons) other than Desktop or its\naffiliates or Individual or its affiliates, as the case may be (a \"Third\nParty\"), acquires more than 50 percent of  the outstanding shares, whether from\nIndividual or Desktop, as the case may be, pursuant to a tender offer or\nexchange offer or otherwise, (ii) a merger or other business combination\ninvolving Individual or Desktop, as the case may be, pursuant to which any Third\nParty acquires more than 50 percent of the outstanding equity securities of\nIndividual or Desktop, as the case may be, or the entity surviving such merger\nor business combination or (iii) any other transaction pursuant to which any\nThird Party acquires control of assets (including for this purpose the\noutstanding equity securities of subsidiaries of Individual or Desktop, as the\ncase may be, or of the entity surviving any merger or business combination\nincluding any of them) of Individual or Desktop, as the case may be, and its\nsubsidiaries having a fair market value equal to more than 50 percent of the\nfair market value of all the assets of Individual or Desktop, as the case may\nbe, and its subsidiaries, taken as a whole, immediately prior to such\ntransaction).\n\n          (e) The fee payable pursuant to Sections 7.03(b)(i), (ii) and (iv) and\n7.03(c)(i), (ii), (iv) shall be paid within one business day after the first to\noccur of the events described in Sections 7.03(b)(i), (ii) and (iv) and\n7.03(c)(i), (ii) and (iv), as the case may be.  The fee payable pursuant to\nSections 7.03(b)(iii) and 7.03(c)(iii) shall be paid on the date of the closing\nof the Alternative Transaction giving rise to such fee, provided, however, that\nno fee shall be payable unless the party entering into an Alternative\nTransaction has completed or agreed to complete such Alternative Transaction\nwithin six months of termination of this Agreement.\n\n\n                                 ARTICLE VIII\n\n                              GENERAL PROVISIONS\n                                        \n          SECTION 8.01.  EFFECTIVENESS OF REPRESENTATIONS, WARRANTIES AND\nAGREEMENTS.  Except as otherwise provided in this Section 8.01, the\nrepresentations, warranties and agreements of each party hereto shall remain\noperative and in full force and effect regardless of any \n\n \n                                      -47-\n\ninvestigation made by or on behalf of any other party hereto, any person\ncontrolling any such party or any of their officers or directors, whether prior\nto or after the execution of this Agreement. Any disclosure made with reference\nto one or more sections of the Individual Disclosure Schedule or the Desktop\nDisclosure Schedule shall be deemed disclosed with respect to each other section\ntherein as to which such disclosure is relevant provided such relevance is\nreasonably apparent. The representations, warranties and agreements in this\nAgreement shall terminate at the Effective Time or upon the termination of this\nAgreement pursuant to Section 7.01, as the case may be, except that the\nagreements set forth in Sections 5.05, 5.06, 5.09, 5.19 and 5.22 shall survive\nthe Effective Time indefinitely and those set forth in Sections 5.03 and 7.03\nshall survive termination indefinitely. The Confidentiality Agreement shall\nremain in full force and effect and shall survive termination of this Agreement\nas provided therein.\n\n          SECTION 8.02.  NOTICES.  All notices and other communications\ngiven or made pursuant hereto shall be in writing and shall be deemed to have\nbeen duly given or made as of the date delivered if delivered personally, three\ndays after being sent by registered or certified mail (postage prepaid, return\nreceipt requested), one day after dispatch by recognized overnight courier\n(provided delivery is confirmed by the carrier) and upon transmission by\ntelecopy, confirmed received, to the parties at the following addresses (or at\nsuch other address for a party as shall be specified by like changes of\naddress):\n\n           (a)  If to Desktop:\n\n                    Desktop Data, Inc.\n                    80 Blanchard Road\n                    Burlington, MA  01803\n                    Attn:  Donald L. McLagan\n\n               With a copy to:\n\n                    Testa, Hurwitz &amp; Thibeault, LLP\n                    High Street Tower\n                    125 High Street\n                    Boston, MA 02110\n                    Attn:  Lawrence S. Wittenberg, Esq.\n\n           (b)  If to Individual:\n\n                    Individual, Inc.\n                    8 New England Executive Park West\n                    Burlington, MA  01803\n                    Attn:  Michael E. Kolowich\n\n \n                                      -48-\n\n               With a copy to:\n\n                    Mintz, Levin, Cohn, Glovsky and Popeo, P.C.\n                    One Financial Center\n                    Boston, MA  02110\n                    Attn:  Jonathan L. Kravetz, Esq.\n\n\n     SECTION 8.03. CERTAIN DEFINITIONS. For purposes of this Agreement, the\nterm:\n\n          (a) \"`affiliates\" means a person that directly or indirectly, through\none or more intermediaries, controls, is controlled by, or is under common\ncontrol with, the first mentioned person, including, without limitation, any\npartnership or joint venture in which Individual or Desktop, as the case may be,\n(either alone, or through or together with any other subsidiary) has, directly\nor indirectly, an interest of 10 percent or more;\n\n          (b) \"business day\" means any day other than a day on which banks in\nBoston are required or authorized to be closed;\n\n          (c) \"person\" means an individual, corporation, partnership,\nassociation, trust, unincorporated organization, other entity or group (as\ndefined in Section 13(d)(3) of the Exchange Act); and\n\n          (d) \"subsidiary\" or \"subsidiaries\" of Individual, the Surviving\nCorporation, Desktop or any other person means any corporation, partnership,\njoint venture or other legal entity of which Individual, the Surviving\nCorporation, Desktop or such other person, as the case may be (either alone or\nthrough or together with any other subsidiary), owns, directly or indirectly,\nmore than 50% of the stock or other equity interests the holders of which are\ngenerally entitled to vote for the election of the board of directors or other\ngoverning body of such corporation or other legal entity.\n\n     SECTION 8.04. AMENDMENT. This Agreement may be amended by the parties\nhereto by action taken by or on behalf of their respective Boards of Directors\nat any time prior to the Effective Time; provided, however, that, after approval\nof the Merger by the stockholders of Individual and Desktop, no amendment may be\nmade which by law requires further approval by such stockholders without such\nfurther approval. This Agreement may not be amended except by an instrument in\nwriting signed by the parties hereto.\n\n     SECTION 8.05. WAIVER. At any time prior to the Effective Time, any party\nhereto may, with respect to any other party hereto, (a) extend the time for the\nperformance of any of the obligations or other acts, (b) waive any inaccuracies\nin the representations and warranties contained herein or in any document\ndelivered pursuant hereto and (c) waive compliance with any of the agreements or\nconditions contained herein. Any such extension or waiver shall be valid if set\nforth in an instrument in writing signed by the party or parties to be bound\n\n\n \n                                      -49-\n\n     SECTION 8.06. HEADINGS. The headings contained in this Agreement are for\nreference purposes only and shall not affect in any way the meaning or\ninterpretation of this Agreement.\n\n     SECTION 8.07. SEVERABILITY. If any term or other provision of this\nAgreement is invalid, illegal or incapable of being enforced by any rule of law,\nor public policy, all other conditions and provisions of this Agreement shall\nnevertheless remain in full force and effect so long as the economic or legal\nsubstance of the transactions contemplated hereby is not affected in any manner\nadverse to any party. Upon such determination that any term or other provision\nis invalid, illegal or incapable of being enforced, the parties hereto shall\nnegotiate in good faith to modify this Agreement so as to effect the original\nintent of the parties as closely as possible in an acceptable manner to the end\nthat transactions contemplated hereby are fulfilled to the extent possible.\n\n     SECTION 8.08. ENTIRE AGREEMENT. This Agreement constitutes the entire\nagreement and supersedes all prior agreements and undertakings (other than the\nConfidentiality Agreement), both written and oral, among the parties, or any of\nthem, with respect to the subject matter hereof and, except as otherwise\nexpressly provided herein, are not intended to confer upon any other person any\nrights or remedies hereunder.\n\n     SECTION 8.09. ASSIGNMENT No party may assign this Agreement or any of its\nrights, interests or obligations hereunder without the prior written approval of\nthe other parties hereto.\n\n     SECTION 8.10. PARTIES IN INTEREST. This Agreement shall be binding upon and\ninure solely to the benefit of each party hereto, and nothing in this Agreement,\nexpressed or implied, is intended to or shall confer upon any other person any\nright, benefit or remedy of any nature whatsoever under or by reason of this\nAgreement, other than Section 5.08 (which is intended to be for the benefit of\nthe Indemnified Parties and may be enforced by such Indemnified Parties).\n\n     SECTION 8.11. FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No\nfailure or delay on the part of any party hereto in the exercise of any right\nhereunder shall impair such right or be construed to be a waiver of, or\nacquiescence in, any breach of any representation, warranty or agreement herein,\nnor shall any single or partial exercise of any such right preclude other or\nfurther exercise thereof or of any other right. All rights and remedies existing\nunder this Agreement are cumulative to, and not exclusive of, any rights or\nremedies otherwise available.\n\n     SECTION 8.12. GOVERNING LAW. This agreement shall be governed by, and\nconstrued in accordance with, the internal laws of the State of Delaware\napplicable to contracts executed and fully performed within the State of\nDelaware.\n\n     SECTION 8.13. COUNTERPARTS. This Agreement may be executed in one or more\ncounterparts, and by the different parties hereto in separate counterparts, each\nof which when executed shall be deemed to be an original but all of which taken\ntogether shall constitute one and the same agreement.\n\n \n                                      -50-\n\n\n                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]\n\n \n                                      -51-\n\n          IN WITNESS WHEREOF, Desktop and Individual have caused this Agreement\nto be executed as of the date first written above by their respective officers\nthereunto duly authorized.\n\n                              DESKTOP DATA, INC.\n\n\n                              By:   \/s\/ Donald L. McLagan\n                                    -------------------------------------\n                                    Donald L. McLagan\n                                    President and Chief Executive Officer\n\n                              INDIVIDUAL, INC.\n\n\n                              By:   \/s\/ Michael E. Kolowich\n                                    -------------------------------------\n                                    Michael E. Kolowich\n                                    President and Chief Executive Officer\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7849,8351],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9626],"class_list":["post-43016","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-individual-inc","corporate_contracts_companies-newsedge-corp","corporate_contracts_industries-technology__programming","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43016","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43016"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43016"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43016"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43016"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}