<PAGE>   1
                                                                    EXHIBIT 10.7



         NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON
         EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
         OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED
         STATES. THE REGISTERED HOLDER OF THIS WARRANT HAS AGREED THAT NO SALE,
         PLEDGE OR OTHER TRANSFER OF THIS WARRANT OR ANY OF SAID SHARES MAY BE
         MADE WITHOUT REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE
         SECURITIES LAW, UNLESS THE HOLDER SHALL DELIVER TO THE ISSUER AN
         OPINION (IN FORM SATISFACTORY TO THE ISSUER) OF COUNSEL SATISFACTORY TO
         THE ISSUER THAT NO SUCH REGISTRATION IS REQUIRED.


                            SCREAMINGMEDIA.NET, INC.

                          COMMON STOCK PURCHASE WARRANT

Warrant No. 1                                                       7,143 Shares

                    This certifies that, for value received,

                            CARTER, LEDYARD & MILBURN

or its assigns, are entitled, subject to the terms and conditions hereinafter
set forth, at or before 5:00 p.m., New York time, on June 10, 2004, but not
thereafter, to purchase up to 7,143 shares (the "Shares") of Common Stock, par
value $.01 per share ("Common Stock"), of ScreamingMedia.Net, Inc., a Delaware
corporation (the "Company"). The purchase price payable upon the exercise of
this Warrant shall initially be $7.00 per share, said amount being subject to
adjustment as described herein (the "Warrant Price").

                  Upon delivery of this Warrant with the Purchase Form attached
hereto duly executed, together with payment of the Warrant Price for the shares
of Common Stock thereby purchased, at the principal office of the Company or at
such other address as the Company may designate by notice in writing to the
registered holder hereof (the "Holder"), the Holder shall be entitled to receive
a certificate or certificates for the Shares so purchased. All Shares issued
upon the exercise of this Warrant will, upon issuance, be paid and nonassessable
and free from all taxes, liens and charges with respect thereto.

                  This Warrant is subject to the following terms and conditions:
<PAGE>   2
1.   SECTION  TRANSFERABILITY AND FORM OF WARRANT

1.1 Registration. This Warrant is numbered and registered on the books of the
Company. The Company shall be entitled to treat the Holder as the sole owner of
this Warrant for all purposes and shall not be bound to recognize any equitable
or other claim to or interest in this Warrant on the part of any other person,
and shall not be liable for any registration of transfer of this Warrant which
is to be registered in the name of a fiduciary or the nominee of a fiduciary
unless made with actual knowledge that a fiduciary or nominee is committing a
breach of trust in requesting such registration of transfer.

1.2  Transfer. This Warrant shall be transferable only on the books of the
Company maintained at its principal office in New York, New York, or wherever
its principal office may then be located, upon delivery of this Warrant either
duly endorsed by the Holder or by the Holder's duly authorized attorney or
representative, or accompanied by proper evidence of succession, assignment, or
authority to transfer. In all cases of transfer by an attorney, the original
letter of attorney, duly approved, or an official copy thereof, duly certified,
shall be deposited and remain with the Company. In case of transfer by
executors, administrators, guardians or other legal representatives, duly
authenticated evidence of their authority shall be produced, and may be required
to be deposited and remain with the Company in its discretion. Upon any
registration of transfer, the Company shall execute and deliver a new Warrant to
the person entitled thereto.

2.   SECTION  EXCHANGE OF WARRANT CERTIFICATE

         This Warrant certificate may be exchanged for another certificate or
certificates entitling the Holder to purchase a like aggregate number of Shares
as this certificate then entitles the Holder to purchase. Any Holder of this
Warrant desiring to exchange this Warrant certificate shall make such request in
writing delivered to the Company, and shall surrender this certificate, properly
endorsed, to the Company. Thereupon, the Company shall execute and deliver to
the person entitled thereto a new Warrant certificate or certificates, as the
case may be, as so requested.

3.   SECTION  TERM OF WARRANT; EXERCISE OF WARRANT

         Subject to the terms of this Warrant, the Holder shall have the right,
at any time during the period commencing at 9:00 a.m., New York time, on the
date hereof, until 5:00 p.m., New York time, on June 10, 2004 (the "Termination
Date"), to purchase from the Company the number of fully paid and nonassessable
Shares to which the Holder may at the time be entitled to purchase pursuant to
this Warrant, upon surrender, to the Company at this principal office, of this
Warrant certificate, together with the Purchase Form attached hereto duly
completed and signed, and upon payment to the Company of the Warrant Price for
the number of Shares in respect of which this Warrant is then being exercised.
Payment of the aggregate Warrant Price shall be made in cash, or by certified or
cashier's check, or by delivery of shares of Common Stock
<PAGE>   3
valued at their Current Market Price (as hereinafter defined) on the date of
exercise, or a combination thereof.

         In lieu of exercising this Warrant as provided above, the Holder may
elect to receive Shares equal to value (as determined below) of any or all of
the Warrants represented by this Warrant, upon surrender to Company, at its
principal office, of all or a portion of this Warrant, together with notice of
such election (a "Cashless Exercise"), in which event the Company shall issue to
the Holder a number of Shares computed using the following formula:

                  X        =        Y(A-B)
                                    A

         where    X        =        the number of Shares to be issued pursuant
                                    to this paragraph.

                  Y        =        the number of Shares issuable upon
                                    exercise of the surrendered Warrants.

                  A        =        the Current Market Price, as defined in
                                    Section 8.1(d) hereof, on the date when this
                                    Warrant evidencing the surrendered Warrants
                                    is received by the Company at its principal
                                    office.

                  B        =        the Warrant Price.

         Upon surrender of this Warrant and payment of the Warrant Price (or
upon a Cashless Exercise) as aforesaid, the Company shall issue and cause to be
delivered with all reasonable dispatch, to or upon the written order of the
Holder and (subject to the restrictive Legend on the first page of this Warrant)
in such name or names as the Holder may designate, a certificate or certificates
for the number of full Shares so purchased upon the exercise of this Warrant,
together with cash, as provided in Section 9 hereof; in respect of any
fractional Shares otherwise issuable upon such surrender. Such certificate or
certificates shall be deemed to have been issued and any person so designated to
be named therein shall be deemed to have become a holder of record of such
Shares as of the date of the surrender of this Warrant arid payment of the
Warrant Price (or making of a Cashless Exercise) as aforesaid; provided that if,
at the date of surrender of this Warrant and payment of such Warrant Price (or
making of a Cashless Exercise), the transfer books for the Shares or other class
of stock purchasable upon the exercise of this Warrant shall be closed, the
certificates for the Shares in respect of which this Warrant is then exercised
shall be issuable as of the date on which such books shall next be opened
(whether before or after the Termination Date) and until such date the Company
shall be under no duty to deliver any certificate for such Shares; and provided
further that the transfer books of record, unless otherwise required by law,
shall not be closed at any one time for a period longer than twenty days. The
rights of purchase represented by this Warrant shall be exercisable, at the
election of the Holder, either in full or from time to time in part and in the
event that this Warrant is

                                       3
<PAGE>   4
exercised in respect of fewer than all of the Shares at any time prior to the
date of expiration of this Warrant, a new Warrant certificate to purchase the
remaining Shares will be issued.

4.       SECTION  PAYMENT OF TAXES

         The Company will pay all documentary stamp taxes, if any, attributable
to the initial issuance of Shares upon the exercise of this Warrant provided
that the Company shall not be required to pay any tax or taxes which may be
payable in respect of any transfer involved in such issuance.

5.       SECTION  MUTILATED OR MISSING WARRANT

         In case the certificate evidencing this Warrant shall be mutilated,
lost, stolen or destroyed, the Company may, in its discretion, issue and deliver
in exchange and substitution for and upon cancellation of this certificate if it
is mutilated, or in lieu of and substitution for this certificate if it is lost,
stolen or destroyed, a new Warrant certificate of like tenor and representing an
equivalent right or interest, but only upon receipt of evidence satisfactory to
the Company of such loss, theft or destruction of this Warrant and indemnity, if
requested, also satisfactory to the Company. Applicants for such substitute
Warrant certificate shall also comply with such other reasonable regulations and
pay such other reasonable charges as the Company may prescribe.

6.       SECTION  RESERVATION OF SHARES

         There have been reserved, and the Company shall at all times keep
reserved, out of its authorized Common Stock a number of shares of Common Stock
sufficient to provide for the exercise of the rights of purchase represented by
this Warrant. Any transfer agent for the Common Stock or for any other shares of
the Company's capital stock issuable upon the exercise of any of the rights of
purchase aforesaid will be irrevocably authorized and directed at all times to
reserve such number of authorized shares as shall be requisite for such purpose.
The Company will keep a photocopy of this Warrant on file with any transfer
agent for the Common Stock or for any shares of the Company's capital stock
issuable upon the exercise of the rights of purchase represented by this
Warrant.

7.       SECTION  PURCHASE BY THE COMPANY

7.1 Purchase of Warrant. The Company shall have the right, except as limited by
law, other agreements or herein, to purchase or otherwise acquire this Warrant
at such times, in such manner and for such consideration as it may deem
appropriate and as shall be agreed with the Holder of this Warrant.

8.       SECTION  ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES

                                       4
<PAGE>   5
8.1 Adjustments. The Warrant Price and the number and kind of securities
purchasable upon the exercise of this Warrant shall be subject to adjustment
from time to time upon the happening of certain events, as follows:

(a) In case the Company shall (i) pay a dividend in shares of Common Stock or
make a distribution in shares of Common Stock, (ii) subdivide its outstanding
shares of Common Stock, (iii) combine its outstanding shares of Common Stock
into a smaller number of shares of Common Stock or (iv) issue by
reclassification of its shares of Common Stock other securities of the Company,
the number of Shares purchasable upon exercise of this Warrant immediately prior
thereto shall be adjusted so that the Holder of this Warrant shall be entitled
to receive the kind and number of Shares or other securities of the Company
which he would have owned or have been entitled to receive after the happening
of any of such event or any record date with respect thereto. An adjustment made
pursuant to this paragraph (a) shall become effective immediately after the
effective date of such event retroactive to the record date, if any, for such
event

(b) In case the Company shall issue rights, options or warrants to all or
substantially all holders of its shares of Common Stock, without any charge to
such holders, entitling them to subscribe for or purchase shares of Common Stock
at a price per share which is lower at the record date mentioned below than the
Current Market Price per share of Common Stock (as defined in paragraph (d)
below), the number of Shares thereafter purchasable upon the exercise of this
Warrant shall be determined by multiplying the number of Shares theretofore
purchasable upon exercise of this Warrant by a fraction, of which the numerator
shall be the number of shares of Common Stock outstanding on the date of
issuance of such rights, options or warrants plus the number of additional
shares of Common Stock offered for subscription or purchase, and of which the
denominator shall be the number of shares of Common Stock outstanding on the
date of issuance of such rights, options or warrants plus the number of shares
which the aggregate offering price of the total number of shares of Common Stock
so offered would purchase at such Current Market Price. Such adjustment shall be
made whenever such rights, options or warrants are issued, and shall become
effective retroactively immediately after the record date for the determination
of stockholders entitled to receive such rights, options or warrants.

(c) In case the Company shall distribute to all or substantially all holders of
its shares of Common Stock evidences of its indebtedness or assets (excluding
cash dividends or distributions out or earnings) or rights, options or warrants
or convertible securities containing the right to subscribe for or purchase
shares of Common Stock (excluding those referred to in paragraph (b) above),
then in each such case the number of Shares thereafter purchasable upon the
exercise of this Warrant shall be determined by multiplying the number of Shares
theretofore purchasable upon exercise of this Warrant by a fraction, of which
the numerator shall be the then Current Market Price per share of Common Stock
(as defined in paragraph (d) below) on the date of such distribution, and of
which the denominator shall be such Current Market Price per share of Common
Stock, less the then fair value (as determined by the Board of Directors of the
Company, whose determination shall be conclusive) of the portion of the assets
or evidences of indebtedness so distributed or of such subscription rights,
options or warrants, or of such convertible securities applicable to one share
of Common Stock. Such adjustment shall be made

                                       5
<PAGE>   6
whenever any such distribution is made, and shall become effective on the date
of distribution retroactive to the record date for the determination of
shareholders entitled to receive such distribution.

(d) For the purposes of this Warrant, the Current Market Price per share of
Common Stock of the Company at any date shall be deemed to be (i) if the shares
of Common Stock are traded in the over-the-counter market and not on any
national securities exchange and not in the NASDAQ National Market System, the
average of the mean between the bid and asked price per share, as reported by
The National Quotation Bureau, Incorporated, or an equivalent generally accepted
reporting service, for the twenty (20) consecutive trading days immediately
preceding the date for which the determination of Current Market Price is to be
made, or, (ii) if the shares of Common Stock are traded on a national securities
exchange or in the NASDAQ National Market System, the average daily per share
closing price on the principal national securities exchange on which they are so
listed or in the NASDAQ National Market System, as the case may be, for the
twenty (20) consecutive trading days immediately preceding the date for which
the determination of Current Market Price is to be made. The closing price
referred to in clause (ii) above shall be the last reported sales price or, in
case no such reported sale takes place on such day, the average of the reported
closing bid and asked prices, in either case on the principal national
securities exchange on which the shares of Common Stock are then listed or in
the NASDAQ National Market System. If the Current Market Price cannot be
determined in accordance with the foregoing, it shall be the fair market value
per share of Common Stock as determined in good faith by the Company's Board of
Directors.

(e) No adjustment in the number of shares purchasable hereunder shall be
required unless such adjustment would require an increase or decrease of at
least 1 percent in the number of Shares purchasable upon the exercise of this
Warrant; provided that any adjustments which by reason of this paragraph (e) are
not required to be made shall be carried forward and taken into account in any
subsequent adjustment.

(f) Whenever the number of Shares purchasable upon the exercise of this Warrant
is adjusted as herein provided, the Warrant Price per Share payable upon
exercise of this Warrant shall be adjusted by multiplying such Warrant Price
immediately prior to such adjustment by a fraction, of which the numerator shall
be the number of Shares purchasable upon the exercise of this Warrant
immediately prior to such adjustment, and of which the denominator shall be the
number of Shares so purchasable immediately thereafter.

(g) In case the Company shall sell and issue shares of Common Stock, or rights,
options, warrants or convertible securities containing the right to subscribe
for or purchase shares of Common Stock, at a price per share of Common Stock
(determined in the case of such rights, options, warrants or convertible
securities, by dividing (1) the total amount received or receivable by the
Company in consideration of the sale and issuance of such rights, options,
warrants or convertible securities, plus the total consideration payable to the
Company upon exercise or conversion thereof, by (ii) the total number of shares
of Common Stock covered by such rights, options, warrants or convertible
securities) lower than the Current Market Price (as

                                       6
<PAGE>   7
defined in paragraph (d) above) in effect immediately prior to such sale and
issuance, then the Warrant Price shall be reduced to a price (calculated to the
nearest cent) determined by dividing (i) an amount equa1 to the sum of (1) the
number of shares of Common Stock outstanding immediately prior to such sale and
issuance multiplied by the then existing Warranty Price, plus (2) the
consideration received by the Company upon such sale and issuance, by (ii) the
total number of shares of Common Stock outstanding immediately after such sale
and issuance; provided that adjustments pursuant to this paragraph (g) shall
only be made if such sale or issuance is to an officer, director or other
affiliate of the Company, or any relative of any of the above, and if no
adjustment for such sale or issuance is made pursuant to paragraph (c) above.
The number of Shares purchasable upon the exercise of each Warrant shall be
determined by multiplying the number of Shares issuable upon exercise
immediately prior to such adjustment by a fraction, of which the numerator is
the Warrant Price in effect immediately prior to such adjustment and the
denominator is the Warrant Price as so adjusted. For the purposes of such
adjustments, the shares of Common Stock which the holders of any such rights,
options, warrants or convertible securities shall be entitled to subscribe for
or purchase shall be deemed to be issued and outstanding as of the date of such
sale and issuance, and the consideration received by the Company therefor shall
be deemed to be the consideration received by the Company for such rights,
options, warrants or convertible securities, plus the consideration or premiums
stated in such rights, options, warrants, or convertible securities to be paid
for the shares of Common Stock covered thereby. In case the Company shall sell
and issue shares of Common Stock, or rights, options, warrants, or convertible
securities containing the right to subscribe for or purchase shares of Common
Stock, for a consideration consisting, in whole or in part, of property other
than cash or its equivalent, then in determining the "price per share of Common
Stock" and the "consideration received by the Company" for purposes of the first
sentence of this paragraph (g), the Board of Directors shall determine, in its
discretion, the fair value of said property and such determination, if made in
good faith, shall be binding upon the Holder of this Warrant. There shall be no
adjustment of the Warrant Price pursuant to this paragraph (g) if the amount of
such adjustment would be less than $.05 per Share; provided that any adjustment
which by reason of this provision is not required to be made shall be carried
forward and taken into account in any subsequent adjustment.

(h) When the number of Shares purchasable upon the exercise of this Warrant or
the Warrant Price is adjusted as herein provided, the Company shall promptly
mail to the Holder by first class mail, postage prepaid, notice of such
adjustment or adjustments together with a certificate of a firm of independent
public accountants selected by the Board of Directors of the Company (who may be
the regular accountants employed by the Company) setting forth the number of
Shares purchasable upon the exercise of this Warrant and the Warrant Price of
such Shares after such adjustment, a brief statement of the facts requiring such
adjustment and the computation by which such adjustment was made. Such
certificate shall be conclusive evidence of the correctness of such adjustment.
The Company shall be entitled to rely on such certificate and shall be under no
duty or responsibility with respect to any such certificate, except to exhibit
the same, from time to time, to the Holder during reasonable business hours.

                                       7
<PAGE>   8
(i) For the purpose of this subsection 8.1, the term "shares of Common Stock"
shall mean (i) the class of stock designated as the Common Stock of the Company
on the date of this Warrant, or (ii) any other class of stock resulting from
successive changes or reclassifications of such shares consisting solely of
changes in par value, or from par value to no par value, or from no par value to
par value. In the event that at any time, as a result of an adjustment made
pursuant to this subsection 8.1, the Holder shall become entitled to purchase
any shares of the Company other than shares of Common Stock, thereafter the
number of such other shares so purchasable upon exercise of this Warrant, and
the Warrant Price of such shares, shall be subject to adjustment from time to
time in manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Shares contained in paragraphs (a) though (h),
inclusive, above, and the provisions of Section 3 and subsections 8.2 through
8.4, inclusive, with respect to the shares shall apply on like terms to any such
other shares.

(j) Upon the expiration of any rights, options, warrants or conversion
privileges, if any thereof shall not have been exercised, the number of shares
purchasable upon exercise of this Warrant and the Warrant Price, to the extent
this Warrant shall not then have been exercised, shall, upon such expiration, be
readjusted and shall thereafter be such as they would have been had it been
originally adjusted (or had the original adjustment not been required, as the
case may be) on the basis of (1) the only shares of Common Stock so issued were
the shares of Common Stock, if any, actually issued or sold upon the exercise of
such rights, options, warrants or conversion rights and (2) such shares of
Common Stock, if any, were issued or sold for the consideration actually
received by the Company for the issuance, sale or grant of all of such rights,
options, warrants or conversion rights, whether or not exercised; provided that
no such readjustment shall have the effect of increasing the Warrant Price by an
amount in excess of the amount of the adjustment initially made in respect of
the issuance, sale or grant of such rights, options, warrants or convertible
rights.

8.2 No Adjustment for Dividends. Except as provided in subsection 8.1, no
adjustment in respect of any dividends shall be made during the term of this
Warrants or upon the exercise of this Warrant.

8.3 No Adjustment in Certain Cases. No adjustments shall be made pursuant to
this Section 8, in connection with the issuance of (a) such number of shares of
Common Stock (as adjusted for all stock dividends, stock splits, subdivisions
and combinations) as are issued to employees, officers, Directors, consultants
or members of the Advisory Board of the Company, or other persons performing
services for the company, pursuant to any stock option plan, stock purchase plan
or management incentive plan, agreement or arrangement approved by the Board,
and (b) any shares of Common Stock (or securities convertible into shares of
Common Stock) as consideration for the acquisition by the Company of assets or
equity interests in any business entity.

8.4 Preservation of Purchase Rights upon Reclassification, Consolidation, etc.
In case of any consolidation of the Company with or merger of the Company into
another corporation or in case of any sale or conveyance to another corporation
of the property, assets or business of the

                                       8
<PAGE>   9
company as an entirety or substantially as an entirety, the Company or such
successor or purchasing corporation, as the case may be, shall execute an
agreement with the Holder that the Holder shall have the right thereafter upon
payment of the Warrant Price in effect immediately prior to such action to
purchase upon exercise of this Warrant the kind and amount of Shares and other
securities and property which he would have owned or have been entitled to
receive after the happening of such consolidation, merger, sale or conveyance
had this Warrant been exercised immediately prior to such action. Such agreement
shall provide for adjustments, which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 8. The Company shall
mail an executed copy of any such agreement by first class mail, postage
prepaid, to the Holder. The provisions of this subsection 8.4 shall similarly
apply to successive consolidations, mergers, sales, or conveyances.

9.       SECTION  FRACTIONAL INTERESTS

         The company shall not be required to issue fractional Shares on the
exercise of this Warrant. If more than one of the Redeemable Warrants shall be
presented for exercise in full at the same time by the same Holder, the number
of full Shares which shall be issuable upon the exercise thereof shall be
computed on the basis of the aggregate number of Shares represented by this
Warrant and the Other Redeemable Warrants so presented. If any fraction of a
Share would, except for the provisions of this Section 9, be issuable on the
exercise of this Warrant (or specified portion thereof), the Company shall pay
an amount in cash equal to the Current Market Price per Share (as defined in
paragraph 8.1(d) above) multiplied by such fraction.

10.      SECTION  NO RIGHT AS STOCKHOLDERS; NOTICES TO HOLDER

         Nothing contained in this Warrant shall be construed as conferring upon
the Holder or the Holder's transferees the right to vote or to receive dividends
or to consent or to receive notice as stockholders in respect of any meeting of
stockholders for the election of directors of the Company or any other matter,
or any rights whatsoever as stockholders of the Company. If, however, at any
time prior to the expiration of this Warrant and prior to its exercise, any of
the following events shall occur:

         (a)      any action which would require an adjustment pursuant to
                  subsections 8.1 or 8.4, or

         (b)      a dissolution, liquidation, or winding up of the Company
                  (other than in connection with a consolidation, merger, or
                  sale of all or substantially all of its property, assets, and
                  business as an entirety) shall be proposed;

the Company shall in each such case give notice in writing of such event to the
Holders as provided in Section 11 hereof. Failure to publish or mail such notice
or any defect therein or in the publication or mailing thereof shall not affect
the validity of any action taken in connection with such dividend, distribution,
or subscription rights, or proposed dissolution, liquidation or winding up.

                                       9
<PAGE>   10
11.      SECTION  NOTICES

11.1 Any notice to the Company pursuant to this Warrant shall be in writing and
shall be deemed to have been duly given if delivered or mailed certified mail,
return receipt requested, to the Company at IT Center, 55 Broad Street, 23rd
Floor, New York, New York 10004, Attention: President. The Company may from time
to time change the address to which such notices are to be delivers or mailed
hereunder by notice to the Holder in accordance with paragraph (b) below.

11.2 Any notice pursuant to this Warrant by the Company to the Holder shall be
in writing and shall be deemed to have been duly given if mailed, postage
prepaid, to the Holder at the Holder's address on the books of the Company.

12.      SECTION  SUPPLEMENTS AND AMENDMENTS

         The Company may from time to time supplement or amend this Warrant,
without the approval of the Holder, in order to cure any ambiguity or to correct
or supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, or to make any other provisions
in regard to matters or questions arising hereunder which the Company may deem
necessary or desirable and which shall not be inconsistent with the provisions
of this Warrant and which shall not adversely affect the interest of the Holder.
Any other amendment to this Warrant may be made only by a written instrument
executed by the Company and the Holder.

13.      SECTION  SUCCESSORS

         All the covenants and provisions of this Warrant by or for the benefit
of the Company or the Holder shall bind and inure to the benefit of their
respective successors and assigns hereunder.

14.      SECTION  MERGER OR CONSOLIDATION OF THE COMPANY

         The Company will not merge or consolidate with or into any other entity
unless the entity resulting from such merger or consolidation (if not the
Company) shall expressly assume the due and punctual performance and observance
of each and every covenant and condition of this Warrant to be performed and
observed by the Company.

15.      SECTION  APPLICABLE LAW

         This Warrant shall be deemed to be a contract made under the laws of
the State of New York and for all purposes shall be construed in accordance with
the laws of said state.

                                       10
<PAGE>   11
         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its President and its corporate seal to be affixed thereto.


Date: June 10, 1999
                                             SCREAMINGMEDIA.NET, INC.


ATTEST:

                                             By: /s/ Alan S. Ellman
                                                 ______________________________
/s/ William P. Kelly                             Alan S. Ellman, President
__________________________________
William P. Kelly, Secretary

                                       11
<PAGE>   12
                            SCREAMINGMEDIA.NET, INC.
                          COMMON STOCK PURCHASE WARRANT

                                  PURCHASE FORM



         The undersigned hereby irrevocably elects to exercise the right of
purchase represented by (the within Warrant Certificate for, and to purchase
thereunder, _____________ shares (the "Shares") provided for therein, and
requests that certificates for the Shares be issued in the name of:

                     _______________________________________

         (Please Print or Type Name, Address and Social Security Number)

                     _______________________________________
                     _______________________________________
                     _______________________________________

and, if said number of Shares shall not be all the Shares purchasable hereunder,
that a new Warrant Certificate for the balance of the unpurchased Shares be
registered in the name of the undersigned Warrant holder as below indicated and
delivered to the address stated below:

(Please Print)

Dated:__________________________________


Name of Warrantholder:__________________

Address:________________________________

        ________________________________

Signature:______________________________


                                       12
<PAGE>   13
Note:    The above signature must correspond with the name as written upon the
         face of this Warrant Certificate in every particular, without
         alteration or enlargement or any change whatever.


Signature Guaranteed: __________________________________

(Signature must be guaranteed by a bank or trust company having an office or
correspondent in the United States or by a member firm of a registered
securities exchange or the National Association of Securities Dealers, Inc.)


                                       13