INCENTIVE STOCK OPTION AGREEMENT


     AGREEMENT  made as of the  14th  day of  September,  1998,  by and  between
INDIVIDUAL  INVESTOR  GROUP,  INC.,  a  Delaware  corporation  ("Company"),  and
Gregory E. Barton ("Employee").

     WHEREAS,  on September 14, 1998 ("Grant  Date"),  pursuant to the terms and
conditions of the Company's 1996 Performance Equity Plan ("Plan"),  the Board of
Directors of the Company  ("Board")  authorized  the grant to the Employee of an
option  ("Option") to purchase an aggregate of 150,000  shares of the authorized
but  unissued  Common  Stock of the Company,  $.01 par value  ("Common  Stock"),
conditioned upon the Employee's acceptance thereof upon the terms and conditions
set forth in this Agreement and subject to the terms of the Plan; and

     WHEREAS,  the  Employee  desires  to  acquire  the  Option on the terms and
conditions set forth in this Agreement;

     IT IS AGREED:
     1. Grant of Stock Option. The Company hereby grants the Employee the Option
to purchase all or any part of an  aggregate  of 150,000  shares of Common Stock
("Option  Shares") on the terms and  conditions  set forth herein and subject to
the provisions of the Plan.

     2. Incentive Stock Option.  The Option represented hereby is intended to be
an Option which  qualifies as an "Incentive  Stock Option" under  Section 422 of
the Internal Revenue Code of 1986, as amended.

     3. Exercise  Price.  The exercise price of the Option is $1.1875 per share,
subject to adjustment as hereinafter provided.

     4.  Exercisability.  This Option is  exercisable,  subject to the terms and
conditions  of the Plan,  as follows:  (i) the  right to purchase  37,500 of the
Option  Shares shall be  exercisable  on September 14, 1999,  (ii) the  right to
purchase an additional  37,500 of the Option Shares shall be  exercisable on and
after  September 14, 2000,  (iii) the right to purchase an additional  37,500 of
the Option Shares shall be exercisable on and after  September 14, 2001 and (iv)
the right to  purchase  the  remaining  37,500 of the  Options  Shares  shall be
exercisable  on and after  September  14,  2002.  After a portion  of the Option
becomes exercisable,  it shall remain exercisable,  except as otherwise provided
herein, until the close of business on September 14, 2008, ("Exercise Period").

                                       62


     5. Effect of Termination of Employment.

          5.1. Termination Due to Death. If Employee's employment by the Company
     terminates by reason of death, the portion of the Option,  if any, that was
     exercisable  as of the date of death may  thereafter  be  exercised  by the
     legal  representative of the estate or by the legatee of the Employee under
     the will of the  Employee,  for a period  of one year from the date of such
     death or until the expiration of the Exercise  Period,  whichever period is
     shorter.  The portion of the Option, if any, that was not exercisable as of
     the date of death shall immediately terminate upon death.

          5.2.  Termination Due to Disability.  If Employee's  employment by the
     Company  terminates by reason of Disability (as such term is defined in the
     Plan),  the portion of the Option,  if any, that was  exercisable as of the
     date of  termination  of  employment  may  thereafter  be  exercised by the
     Employee  for a period  of one year  from  the date of the  termination  of
     employment or until the expiration of the Exercise Period, whichever period
     is shorter.  The portion of the Option, if any, that was not exercisable as
     of the date of the termination of employment  shall  immediately  terminate
     upon the termination of employment.

          5.3. Other Termination.

               5.3.1.  If Employee's  employment is terminated by the Company or
          the Employee for any reason other than (i) death,  (ii)  Disability or
          (iii) or as set forth in Section  5.3.2,  the  Option,  whether or not
          then exercisable shall immediately expire on the date of termination.

               5.3.2.  If  Employee's  employment  is  terminated by the Company
          without cause or for Normal Retirement (as such term is defined in the
          Plan),  the portion of the Option,  if any, that was exercisable as of
          the date of  termination  of employment may thereafter be exercised by
          the  Employee  for a  period  of  three  months  from  the date of the
          termination  of  employment  or until the  expiration  of the Exercise
          Period,  whichever  period is shorter.  The portion of the Option,  if
          any, that was not  exercisable  as of the date of the  termination  of
          employment  shall  immediately   terminate  upon  the  termination  of
          employment.

               5.3.3.  If Employee  terminates his employment  with the Company,
          this Option, whether or not exercisable, shall immediately expire.

                                       63


     6.  Withholding  Tax.  Not later than the date as of which an amount  first
becomes  includible  in the gross income of the Employee for Federal  income tax
purposes with respect to the Option,  the Employee shall pay to the Company,  or
make  arrangements  satisfactory  to the Company  regarding  the payment of, any
Federal,  state and local  taxes of any kind  required  by law to be withheld or
paid with respect to such amount.  The obligations of the Company under the Plan
and  pursuant  to this  Agreement  shall be  conditional  upon such  payment  or
arrangements  with the Company and the Company shall, to the extent permitted by
law,  have the right to  deduct  any such  taxes  from any  payment  of any kind
otherwise due to the Employee from the Company.

     7. Adjustments. In the event of any merger, reorganization,  consolidation,
recapitalization,  consolidation,  recapitalization,  dividend  (other than cash
dividend),  stock  split,  reverse  stock  split,  or other  change in corporate
structure  affecting the number of issued  shares of Common  Stock,  the Company
shall  proportionally  adjust  the  number  and kind of  Option  Shares  and the
exercise  price of the Option in order to prevent the dilution or enlargement of
the  Employee's  proportionate  interest in the Company  and  Employee's  rights
hereunder,  provided  that the number of Option  Shares  shall always be a whole
number.

     8.  Acceleration  of  Vesting  on Change of  Control.  Notwithstanding  the
provisions  of  Section  4, in the event of a "change of  control"  (as  defined
below) while the Employee is employed by the Company, the vesting of this Option
shall  accelerate  and all the Option  Shares shall be  purchasable  by Employee
simultaneous with such change of control. For the purposes of this Agreement,  a
change of control shall mean (i) the  acquisition by any "person" (as defined in
Section  3(a)(9) and 13(d) of the  Securities  Exchange Act of 1934,  as amended
("Exchange Act")),  other than a stockholder of the Company that, as of the date
of this Agreement, is the beneficial owner (as defined in Rule 13d-3 promulgated
under the Exchange Act) of 10% or more of the outstanding  voting  securities of
the  Company,  of  more  than  50% of the  combined  voting  power  of the  then
outstanding  voting securities of the Company or (ii) the sale by the Company of
all,  or  substantially  all,  of the  assets  of  the  Company  to one or  more
purchasers, in one or a series of related transactions, where the transaction or
transactions  require  approval  pursuant to Delaware law by the stockholders of
the Company.

                                       64



     9. Method of Exercise.

               9.1.  Notice to the  Company.  The Option  shall be  exercised in
          whole or in part by written notice in substantially  the form attached
          hereto as Exhibit A directed to the Company at its principal place of

          business  accompanied by full payment as  hereinafter  provided of the
          exercise  price  for the  number  of Option  Shares  specified  in the
          notice.

               9.2.  Delivery  of Option  Shares.  The Company  shall  deliver a
          certificate  for  the  Option  Shares  to  the  Employee  as  soon  as
          practicable after payment therefor.

               9.3.  Payment of Purchase Price. The Employee shall make payments
          by wire transfer, certified or bank check, in each case payable to the
          order  of  the   Company.   Alternatively,   the   Employee  may  make
          arrangements  satisfactory  to the Company with a bank or a broker who
          is a member of the National Association of Securities Dealers, Inc. to
          sell on the  exercise  date a sufficient  number of the Option  Shares
          being purchased so that the net proceeds of the sale  transaction will
          at least equal the Exercise  Price  multiplied by the number of Option
          Shares being purchased  pursuant to such exercise,  plus the amount of
          any  applicable  withholding  taxes and  pursuant to which the bank or
          broker undertakes to deliver the full Exercise Price multiplied by the
          number of Option  Shares being  purchased  pursuant to such  exercise,
          plus the amount of any applicable  withholding taxes to the Company on
          a date  satisfactory  to the  Company,  but no later  than the date on
          which the sale  transaction  would  settle in the  ordinary  course of
          business.

     10.  Nonassignability.  The Option shall not be assignable or  transferable
except by will or by the laws of descent  and  distribution  in the event of the
death of the  Employee.  No transfer of the Option by the Employee by will or by
the laws of descent  and  distribution  shall be  effective  to bind the Company
unless the Company shall have been  furnished  with written notice thereof and a
copy of the will and such other  evidence as the Company may deem  necessary  to
establish the validity of the transfer and the  acceptance by the  transferee or
transferees of the terms and conditions of the Option.

     11. Company Representations.  The Company hereby represents and warrants to
the Employee that:

          (a) the  Company,  by  appropriate  and all required  action,  is duly
     authorized  to  enter  into  this  Agreement  and  consummate  all  of  the
     transactions contemplated hereunder; and

          (b) the Option Shares, when issued and delivered by the Company to the
     Employee in accordance with the terms and conditions  hereof,  will be duly
     and validly issued and fully paid and non-assessable.

                                       65



     12. Employee  Representations.  The Employee hereby represents and warrants
to the Company that:

          (a) he is acquiring the Option and shall acquire the Option Shares for
     his or her  own  account  and  not  with a view  towards  the  distribution
     thereof;

          (b) he has received a copy of all reports and documents required to be
     filed by the  Company  with the  Commission  pursuant to the  Exchange  Act
     within  the last 24 months  and all  reports  issued by the  Company to its
     stockholders  and a copy  of the  Plan  in  effect  as of the  date of this
     Agreement;

          (c) he  understands  that  he  must  bear  the  economic  risk  of the
     investment  in the Option  Shares,  which cannot be sold by his unless they
     are  registered  under  the  Securities  Act of  1933  ("1933  Act")  or an
     exemption therefrom is available thereunder;

          (d) he has had both  the  opportunity  to ask  questions  and  receive
     answers  from the  officers  and  directors  of the Company and all persons
     acting on its behalf  concerning the terms and conditions of the offer made
     hereunder  and to obtain  any  additional  information  to the  extent  the
     Company possesses or may possess such information or can acquire it without
     unreasonable  effort or expense  necessary  to verify the  accuracy  of the
     information obtained pursuant to clause (b) above;

          (e) he is aware that the Company shall place stop transfer orders with
     its transfer agent against the transfer of the Option Shares in the absence
     of  registration  under the 1933 Act or an exemption  therefrom as provided
     herein; and

          (i)  In  the  absence  of   registration   under  the  1993  Act,  the
     certificates evidencing the Option Shares shall bear the following legends:

               "The shares  represented by this  certificate  have been acquired
               for investment and have not been registered  under the Securities
               Act of 1933.  The  shares may not be sold or  transferred  in the
               absence of such registration or an exemption therefrom under said
               Act."

               "The shares  represented by this  certificate  have been acquired
               pursuant to a Stock Option  Agreement,  dated as of September 14,
               1998, a copy of which is on file with the Company, and may not be
               transferred, pledged or disposed of except in accordance with the
               terms and conditions thereof."

                                       66


     13.  Restriction  on Transfer of Stock Option  Agreement and Option Shares.
Anything in this  Agreement to the contrary  notwithstanding  and in addition to
the provisions of Section 12 of this Agreement,  the Employee hereby agrees that
he shall not sell,  transfer  by any means or  otherwise  dispose  of the Option
Shares acquired by him without  registration under the 1933 Act, or in the event
that  they are not so  registered,  unless  (i) an  exemption  from the 1933 Act
registration  requirements is available  thereunder,  and (ii) the  Employee has
furnished  the Company with notice of such  proposed  transfer and the Company's
legal counsel, in its reasonable  opinion,  shall deem such proposed transfer to
be so exempt.

     14.  Miscellaneous.  

          14.1. Notices. All notices,  requests,  deliveries,  payments, demands
     and other  communications which are required or permitted to be given under
     this Agreement shall be in writing and shall be either delivered personally
     or sent by registered  or certified  mail,  or by private  courier,  return
     receipt  requested,  postage  prepaid to the  parties  at their  respective
     addresses set forth  herein,  or to such other address as either shall have
     specified  by notice in writing to the other.  Notice  shall be deemed duly
     given hereunder when delivered or mailed as provided herein.

          14.2.  Plan  Paramount;  Conflicts  with Plan.  This Agreement and the
     Option shall,  in all respects,  be subject to the terms and  conditions of
     the Plan,  whether or not stated herein. In the event of a conflict between
     the  provisions  of the  Plan and the  provisions  of this  Agreement,  the
     provisions of the Plan shall in all respects be controlling.

          14.3.  Stockholder  Rights.  The  Employee  shall  not have any of the
     rights of a stockholder with respect to the Option Shares until such shares
     have been issued after the due exercise of the Option. Nothing contained in
     this  Agreement  shall be  deemed  to  confer  upon  Employee  any right to
     continued  employment with the Company or any subsidiary thereof, nor shall
     it interfere in any way with the right of the Company to terminate Employee
     in accordance with the provisions  regarding such  termination set forth in
     Employee's  written agreement with the Company,  or if there exists no such
     agreement, to terminate Employee at will.

          14.4.  Waiver.  The  waiver  by any  party  hereto  of a breach of any
     provision of this Agreement  shall not operate or be construed as a waiver
     of any other or subsequent breach.

                                       67


          14.5.  Entire  Agreement.   This  Agreement   constitutes  the  entire
     agreement  between the parties with respect to the subject  matter  hereof.
     This Agreement may not be amended  except by writing  executed by the party
     to be charged.

          14.6.  Binding Effect;  Successors.  This Agreement shall inure to the
     benefit of and be binding  upon the  parties  hereto and, to the extent not
     prohibited  herein,  their  respective  heirs,   successors,   assigns  and
     representatives.  Nothing  in this  Agreement,  expressed  or  implied,  is
     intended  to confer on any  person  other  than the  parties  hereto and as
     provided  above,   their   respective   heirs,   successors,   assigns  and
     representatives any rights, remedies, obligations or liabilities.

          14.7. Governing Law. This Agreement shall be governed by and construed
     in  accordance  with the laws of the State of New York  (without  regard to
     choice of law provisions).

          14.8. Headings. The headings contained herein are for the sole purpose
     of convenience  of reference,  and shall not in any way limit or affect the
     meaning  or  interpretation  of any of the  terms  or  provisions  of  this
     Agreement.

     IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
day and year first above written.


INDIVIDUAL INVESTOR GROUP, INC.             Address:
                                            1633 Broadway, 38th Floor
                                            New York, New York  10019

By: /s/ Jonathan Steinberg


EMPLOYEE:                                   Address:
                                            22 East 36th Street, Apartment 3D
                                            New York, New York 10016
/s/ Gregory Barton
Gregory E. Barton

                                       68




                                                                 EXHIBIT A

                      FORM OF NOTICE OF EXERCISE OF OPTION



                  DATE

Individual Investor Group, Inc.
1633 Broadway, 38th Floor
New York, New York  10019

Attention:  Stock Option Committee of
            the Board of Directors

            Re:      Purchase of Option Shares

Gentlemen:

     In accordance with my Stock Option Agreement dated as of September 14, 1998
("Agreement")  with  Individual  Investor  Group,  Inc.  ("Company"),  I  hereby
irrevocably  elect to  exercise  the right to purchase  _________  shares of the
Company's  common stock,  par value $.01 per share ("Common  Stock"),  which are
being purchased for investment and not for resale.

     As  payment  for my shares,  enclosed  is (check  and  complete  applicable
box[es]):

     a [personal  check]  [certified  check]  [bank check  payable to the order 
     of "Individual Investor Group, Inc." in the sum of $_________ and/or;

     confirmation of wire transfer in the amount of $_____________.

     I hereby represent, warrant to, and agree with, the Company that:

          (i) I have acquired the Option and shall acquire the Option Shares for
     my own account and not with a view towards the distribution thereof;

          (ii) I have received a copy of all reports and  documents  required to
     be filed by the Company  with the  Commission  pursuant to the Exchange Act
     within  the last 24 months  and all  reports  issued by the  Company to its
     stockholders;

          (iii)  I  understand  that  I  must  bear  the  economic  risk  of the
     investment in the Option Shares, which cannot be sold by me unless they are
     registered  under the  Securities  Act of 1933 ("1933 Act") or an exemption
     therefrom  is  available  thereunder  and  that  the  Company  is  under no
     obligation to register the Option Shares for sale under the 1933 Act;

          (iv) I have had both the  opportunity  to ask  questions  and  receive
     answers  from the  officers  and  directors  of the Company and all persons
     acting on its behalf  concerning the terms and conditions of the offer made
     hereunder  and to obtain  any  additional  information  to the  extent  the
     Company possesses or may possess such information or can acquire it without
     unreasonable  effort or expense  necessary  to verify the  accuracy  of the
     information obtained pursuant to clause (ii) above;

                                       69




          (v) I am aware that the Company shall place stop transfer  orders with
     its transfer agent against the transfer of the Option Shares in the absence
     of  registration  under the 1933 Act or an exemption  therefrom as provided
     herein;

          (vi) my  rights  with  respect  to the  Option  Shares  shall,  in all
     respects,  be subject to the terms and  conditions of this  Company's  1996
     Stock Option Plan and this Agreement; and

          (vii) the  certificates  evidencing  the Option  Shares shall bear the
     following legends:

               "The shares  represented by this  certificate  have been acquired
               for investment and have not been registered  under the Securities
               Act of 1933.  The  shares may not be sold or  transferred  in the
               absence of such registration or an exemption therefrom under said
               Act."

               "The shares  represented by this  certificate  have been acquired
               pursuant to a Stock Option  Agreement,  dated as of September 14,
               1998, a copy of which is on file with the Company, and may not be
               transferred, pledged or disposed of except in accordance with the
               terms and conditions thereof."

     Kindly forward to me my certificate at your earliest convenience.

Very truly yours,



(Signature)                                     (Address)


(Print Name)                                    (Address)


                                                (Social Security Number)

                                       70