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The way freeloader's Mark Pincus sees it, new technology comes in three generations: hobbyists embrace it, consumers accept it as a novelty and then people demand practical use from it.

"We think the third generation of online is offline," Mr. Pincus said. And with that common tenet, he and his partner Sunil Paul founded Freeloader (http://www. last October. The software acts as an offline browser, downloading pages from people's favorite sites so they can enjoy them later on. It also goes online at off-peak hours to retrieve updated material.

Perhaps recognizing the offline future, Individual Inc. acquired Freeloader for a whopping $38 million in June.

"Given the Internet shakeout, we decided it would be wise to move to safer ground," Mr. Pincus said.

Freeloader has caught on fast-the ad-supported service already boasts roughly 55,000 subscribers.

Marketers can send ads-no matter what the bandwidth of the animation, sound or video file-to Freeloader subscribers, where they'll pop up on an interactive screen saver.

Mr. Paul said he had the idea for an offline browser even before he worked at America Online, where he developed Internet programs.

"It wasn't the kind of idea that found very fertile ground there," he said, explaining that it runs counter to AOL's community emphasis.

Meanwhile, Mr. Pincus, who always wanted to open his own company, was managing several projects at Tele-Communications Inc., including one which poured $4.5 million into virtual reality headsets for TVs.

After a brief stint at Columbia Capital investing in tele-communications and digital media ventures, he met Mr. Paul through a mutual friend who knew they shared a common business goal.

Now with the Individual Inc. buyout complete, Freeloader has the capital to invest in its infrastructure.

"You wake up with the Internet hangover," Mr. Pincus said, "and you realize just like any other industry, it has to be built."

Betcha didn't know: Five years ago, Mr. Paul was consulting with NASA on Space Station Information Systems, while Mr. Pincus, burned out on the New York Stock Exchange, bought a one-way ticket to Hong Kong, where he secured financing for business ventures, a skill that came in handy with the Individual deal.

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