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                                                                 Exhibit 10.6

THESE SECURITIES HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS FOR NONPUBLIC
OFFERINGS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE
RESOLD OR OTHERWISE DISPOSED OF UNLESS, IN THE OPINION OF COUNSEL FOR OR
SATISFACTORY TO THE ISSUER, REGISTRATION UNDER THE APPLICABLE FEDERAL OR STATE
SECURITIES LAWS IS NOT REQUIRED OR COMPLIANCE IS MADE WITH SUCH REGISTRATION
REQUIREMENTS.

              Void after 5:00 p.m. New York Time, on June 7, 2004.

                        WARRANT TO PURCHASE COMMON STOCK

                           SCREAMING MEDIA.NET, INC.

     This is to certify that, FOR VALUE RECEIVED, DEUTSCHE BANK SECURITIES,
INC. or  its registered assigns pursuant to Section 4 hereof (the "Holder"), is
entitled to purchase, subject to the provisions of this Warrant, from SCREAMING
MEDIA.NET, INC., a Delaware corporation (the "Company"), ONE HUNDRED TWENTY
THOUSAND FIVE HUNDRED THIRTY-FIVE (120,535) fully paid, validly issued and
non-assessable shares of the Company's Common Stock, par value $.01 per share
("Common Stock"), at the exercise price of $11.20 per share until June 7, 2004.
The number of shares of Common Stock to be received upon the exercise of this
Warrant and the price to be paid for each share of Common Stock may be adjusted
from time to time as hereinafter set forth. The shares of Common Stock
deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares," and the exercise price
of a share of Common Stock as adjusted from time to time is hereinafter
sometimes referred to as the "Exercise Price."

     1.   EXERCISE OF WARRANT; NOTIFICATION OF EXPIRATION DATE OF WARRANT. The
Warrant may be exercised as to a minimum of 1,000 Warrant Shares, at any time
or from time to time, until 5:00 p.m. New York City time on June 7, 2004 (the
"Expiration Date"), provided, however, that if such day is a day on which
banking institutions in the State of New York are authorized by law to close,
then on the next succeeding day which shall not be such a day. The Warrant may
be exercised by presentation and surrender hereof to the Company at its
principal office, or at the office of its stock transfer agent, if any, with
the Purchase Form annexed hereto duly executed (with signature guaranteed if
required by the Company or its stock transfer agent) and accompanied by payment
of the Exercise Price for the number of Warrant Shares specified in such form
and any applicable taxes. The purchase price for any Warrant Shares purchased
pursuant to the exercise of this Warrant shall be paid in full upon such
exercise in cash or by certified or bank check or pursuant to a cashless
exercise procedure whereby the Warrant Shares
<PAGE>   2
issued upon exercise of this Warrant will be sold with the Holder receiving the
difference between the aggregate Exercise Price and the aggregate sale price, in
cash, and the Company receiving the aggregate Exercise Price for the Warrant
Shares, in cash, or any combination of the foregoing methods of paying the
Exercise Price. In the alternative, the Warrant may be exchanged for Warrant
Shares as described herein. As soon as practicable after each such exercise of
this Warrant, but not later than seven business days from the date of such
exercise, the Company shall issue and deliver to the Holder a certificate or
certificates for the Warrant Shares issuable upon such exercise, registered in
the name of the Holder or the Holder's designee (except in the case of a
cashless exercise). If the Warrant should be exercised in part only, the Company
shall, upon surrender of the Warrant for cancellation, execute and deliver a new
Warrant evidencing the rights of the Holder thereof to purchase the balance of
the Warrant Shares purchasable thereunder. In the event of a cash exercise, upon
receipt by the Company of the Warrant at its office, or by the stock transfer
agent of the Company at its office, in proper form for exercise, together with
the exercise price thereof and taxes as aforesaid in cash or certified or bank
check and the investment letter described below, the Holder shall be deemed to
be the holder of record of the shares of Common Stock issuable upon such
exercise, notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such shares of Common Stock
shall not then be physically delivered to the Holder. In order to assure the
availability of an exemption from registration under the federal or applicable
state securities laws, the Company may condition the exercise of the Warrant
upon the Holder delivering to the Company an investment letter in the form as
customarily used by the Company from time to time in connection with the
exercise of non-registered options and warrants that are issued by the Company.
It is further understood that certificates for the Warrant Shares, if any, to be
issued upon exercise of the Warrant may contain a restrictive legend in
accordance with Section 9 hereof.

          Notwithstanding anything herein to the contrary, the Company shall
mail to the Holder, by certified mail, return receipt requested, notice of the
Expiration Date of the Warrant, no later than 60 days prior to the Expiration
Date. To the extent the Company shall fail to send the required notice at the
time and in the manner set forth in the preceding sentence, the Expiration Date
of the Warrant shall be extended to a date 60 days following the date that a
written notice of the Expiration Date of the Warrant from the Company is
received by the Holder.


          2.   Reservation of Shares.  The Company shall at all times reserve
for issuance and/or delivery upon exercise of this Warrant such number of shares
of its Common Stock as shall be required for issuance and delivery upon exercise
hereof. If at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect such exercise, the Company shall take
such corporate action as may be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purpose. If the Common Stock is or becomes listed on any national
securities exchange or Nasdaq, the Company shall also cause such shares to be
listed on such exchange subject to notice of issuance or maintain the listing of
its Common Stock on Nasdaq, as the case may be.
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          3.    Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon exercise of this Warrant. With respect to
any fraction of a share called for upon any exercise hereof, the Company shall
pay to the Holder an amount in cash equal to such fraction multiplied by the
current market value of a share, determined as follows:

          (i)   if the Common Stock is listed on a national securities exchange
     or admitted to unlisted trading privileges on such exchange or listed for
     trading on Nasdaq, the current market value shall be the last reported sale
     price of the Common Stock on such exchange or system on the last business
     day prior to the date of exercise of this Warrant, or if no such sale is
     made on such day, the average closing bid and asked prices for such day on
     such exchange or system;

          (ii)  if the Common Stock is not so listed or admitted to unlisted
     trading privileges, the current market value shall be the mean of the last
     reported bid and asked prices reported by the National Quotation Bureau,
     Inc. on the last business day prior to the date of the exercise of this
     Warrant; or

          (iii) if the Common Stock is not so listed or admitted to unlisted
     trading privileges and bid and asked prices are not so reported, the
     current market value shall be an amount, not less than the book value
     thereof as at the end of the most recent fiscal year of the Company ending
     prior to the date of the exercise of the Warrant, determined in such
     reasonable manner as may be prescribed by the Board of Directors of the
     Company.

          4.    Exchange, Transfer, Assignment or Loss of Warrant. The Warrant
is exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company or at the office of its stock
transfer agent, if any, for other Warrants of different denominations entitling
the Holder thereof to purchase in the aggregate the same number of shares of
Common Stock purchasable hereunder. Subject to Section 9 hereof, the Holder may
transfer or assign the Warrant, in whole or in part and from time to time. Upon
surrender of this Warrant to the Company at its principal office or at the
office of its stock transfer agent, if any, with the Assignment Form annexed
hereto duly executed (with signature guaranteed, if required by the Company or
its stock transfer agent) and funds sufficient to pay any transfer tax, the
Company shall, without charge, execute and deliver a new Warrant in the name of
the assignee or assignees named in such instrument of assignment, and this
Warrant shall promptly be canceled. This Warrant may be divided by or combined
with other Warrants that carry the same rights upon presentation hereof at the
principal office of the Company or at the office of its stock transfer agent,
if any, together with a written notice specifying the names and denominations
in which new Warrants are to be issued, which notice shall be signed by the
Holder hereof. The term "Warrant" as used herein includes any Warrants into
which this Warrant may be divided or exchanged. Upon receipt by the Company of
evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and in the case of loss, theft or destruction, of reasonable
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new Warrant of
like tenor, date and amount. Any such new Warrant executed and delivered shall
constitute an additional



<PAGE>   4
contractual obligation on the part of the Company, whether or not the original
Warrant shall be at any time enforceable by anyone.

     5.   Rights of the Holder.  The Holder shall not, by virtue hereof, be
entitled to any rights of a stockholder in the Company, either at law or
equity, and the rights of the Holder are limited to those expressed in the
Warrant and are not enforceable against the Company except to the extent set
forth herein.

     6.   Adjustment of Exercise Price and/or Number of Warrant Shares.  So long
as this Warrant shall be outstanding, the Exercise Price in effect at any time
and the number and kind of securities purchasable upon the exercise hereof
shall be subject to adjustment from time to time upon the happening of certain
events as set forth in this Section 6.

     (a)  Upon the happening of any of (i) the issuance of additional shares
of Common Stock as a dividend or other distribution with respect to outstanding
shares of Common Stock, (ii) the subdivision of outstanding shares of Common
Stock into a greater number of shares of Common Stock, or (iii) the combination
of outstanding shares of Common Stock into a smaller number of shares of Common
Stock, in each case whether by reclassification of shares of Common Stock,
recapitalization of the Company or otherwise (each an "Extraordinary Common
Stock Event"), the Exercise Price shall, simultaneously with the happening of
such Extraordinary Common Stock Event, be adjusted by multiplying the
then-applicable Exercise Price by a fraction, the numerator of which shall be
the number of shares of the Common Stock outstanding immediately prior to such
Extraordinary Common Stock Event and the denominator of which shall be the
number of shares of Common Stock outstanding immediately after such
Extraordinary Common Stock Event. The Exercise Price, as so adjusted, shall be
readjusted in the same manner upon the happening of any successive
Extraordinary Common Stock Event or Events. Whenever the Exercise Price payable
upon exercise of this Warrant is adjusted as provided in this paragraph, the
number of Warrant Shares purchasable upon exercise of the Warrant shall
simultaneously be adjusted to the number obtained by multiplying the number of
Warrant Shares issuable upon exercise of this Warrant by the Exercise Price
in effect on the date hereof and dividing the product so obtained by the
Exercise Price, as adjusted pursuant hereto.

     (b)  In  the event that the Exercise Price is increased above the Exercise
Price in effect on the date hereof for any reason (other than as contemplated
by paragraph (a) above), the number of Warrant Shares purchasable upon the
exercise hereof shall be increased to a number such that (i) the product of (x)
such number multiplied by (y) the difference between the fair market value of a
share of Common Stock and the Exercise Price (as so adjusted) is equal to (ii)
the product of (x) the number of Warrant Shares purchasable upon the exercise
hereof (without giving effect to such increase) multiplied by (y) the
difference between the fair market value of a share of Common Stock and the
Exercise Price in effect immediately prior to such increase. Such adjustment of
the number of Warrant Shares purchasable upon the exercise hereof shall be
effective as of the date of such increase in the Exercise Price.

     (c)  Whenever the number of shares of Common Stock with respect to which
this Warrant is exercisable is adjusted as provided in this Section 6, the
Corporation shall


<PAGE>   5

promptly mail to the Holder at its address, as the same shall appear on the
books of the Company, a notice stating that the number of shares of Common
Stock with respect to which this Warrant is exercisable has been adjusted and
setting forth the new number of shares of Common Stock (or describing the new
stock, securities, cash or other property) with respect to which this Warrant
is exercisable as a result of such adjustment, a brief statement of the facts
requiring such adjustment and the computation thereof, and when such adjustment
became effective.

     (d)  All calculations under this Section 6 shall be made to the nearest
cent or to the nearest Warrant Share, as the case may be.

     (e)  In the event that at any time, as a result of an adjustment made
pursuant to this Section 6, the Holder of this Warrant thereafter shall become
entitled to receive any shares of the Company other than Common Stock,
thereafter the number of such other shares so receivable upon exercise of this
Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Common Stock contained herein.

     (f)  Irrespective of any adjustments in the Exercise Price or the number
or kind of Warrant Shares purchasable upon exercise of this Warrant, this
Warrant and any Warrant thereafter issued may continue to express the same
price and number and kind of shares as are initially stated herein upon its
issuance.

     7.   Notices to Warrant Holders. So long as this Warrant shall be
outstanding, (i) if the Company shall pay any dividend or make any distribution
upon the Common Stock, or (ii) if the Company shall offer to the holders of
Common Stock for subscription or purchase by them any shares of any class or any
other rights, or (iii) if any capital reorganization of the Company,
reclassification of the capital stock of the Company, consolidation or merger
of the Company with or into another corporation, sale, lease or exchange of all
or substantially all of the property and assets of the Company in one
transaction or as a part of a series of related transactions, or voluntary or
involuntary dissolution, liquidation or winding-up of the Company shall be
effected, then in any such case, the Company shall cause to be mailed by
certified mail to the Holder, at least 20 days prior to the date specified in
clause (x) or clause (y) below, as the case may be, a notice containing a brief
description of the proposed action and stating the date on which (x) a record is
to be taken for the purpose of such dividend, distribution or rights, or (y)
such reclassification, reorganization, consolidation, merger, conveyance,
lease, dissolution, liquidation or winding-up is to take place and the date, if
any is to be fixed, as of which the holders of Common Stock or other securities
shall receive cash or other property deliverable upon such reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation or
winding-up.

     8.   Reclassification, Reorganization or Merger. (a) If the shares of
Common Stock issuable upon the exercise of this Warrant shall be changed into
the same or a different number of shares of any other class or classes or
series of capital stock of the Company, whether by recapitalization,
reclassification or otherwise (other than pursuant to a merger, consolidation,
share exchange, or sale, lease, exchange or transfer of property and assets
described in paragraph




<PAGE>   6
(b) below), then, and in each such event, the holder hereof shall have the right
thereafter to exercise this Warrant with respect to the kind and amount of
shares of capital stock and other securities and property receivable upon such
reorganization, reclassification or other change by holders of the number of
shares of the Common Stock with respect to which this Warrant could have been
exercised immediately prior to such recapitalization, reclassification or other
change. No adjustments or provision for adjustments shall be made with respect
to the Exercise Price as a result of any of the events described in this
paragraph (a). The provisions of this paragraph (a) shall apply similarly to any
successive event of a type described in this paragraph.

          (b) If, at any time or from time to time, the Company shall be a party
to a merger or consolidation of the Company with or into another person, then,
as a condition to the consummation of such transaction, adequate provision shall
be made so that the holder shall thereafter be entitled to purchase upon
exercise of this Warrant (x) the number of shares of capital stock or other
securities or property of the Company, or of the successor corporation,
resulting from such merger or consolidation, that would have been received by
such holder had this Warrant been exercised with respect to shares of Common
Stock immediately prior to the consummation of such transaction multiplied by
(y) the number of shares of Common Stock with respect to which this Warrant
could have been exercised immediately prior to the consummation of such
transaction. Except as provided in Section 6, no adjustments or provision for
adjustments shall be made with respect to the Exercise Price as a result of any
of the events described in this paragraph (b). The provisions of this paragraph
(b) shall apply similarly to any successive event of a type described in this
paragraph.

          9.   Securities Law Compliance.   (a) The Holder of this Warrant, by
acceptance hereof, acknowledges that the Warrant and the shares of Common Stock
to be issued upon exercise hereof or conversion thereof are being acquired
solely for the Holder's own account and not as a nominee for any other party,
and for investment, and that the Holder will not offer, sell, transfer, assign
or otherwise dispose of this Warrant or any shares of Common Stock to be issued
upon exercise hereof or conversion thereof except under circumstances that will
not result in a violation of the Act or any state securities laws. Upon exercise
of the Warrant, the Holder shall, if requested by the Company, confirm in
writing, in a form satisfactory to the Company, that the shares of Common Stock
so purchased are being acquired solely for the Holder's own account and not as a
nominee for any other party, for investment, and not with a view toward
distribution or resale.

          (b)  If appropriate, the Warrant and any Warrants issued upon exercise
or substitution or upon assignment or transfer as provided herein and all shares
of Common Stock issued upon exercise hereof shall be stamped or imprinted with
legends setting forth the restrictions on transfer arising under applicable
federal and state securities laws.

          10.  Registration Rights.  (a) Commencing the date hereof, the Company
shall advise the Holder of this Warrant and any Warrant Shares by written notice
at least 21 days prior to the filing of any registration statement or
post-effective amendment thereto ("Registration Statement") under the Securities
Act of 1933, as amended (the "Securities Act"), covering an underwritten public
offering of equity securities of the Company and shall register in
<PAGE>   7
any such Registration Statement the number of Warrant Shares that the Holder
shall notify the Company it desires to register and shall include in any such
Registration Statement such information as may be required to permit a public
offering of such Warrant Shares by the Company's underwriter(s). The Company
shall supply prospectuses and other documents as the Holder may reasonably
request in order to facilitate the public sale or other disposition of such
Warrant Shares. The Company shall bear the entire cost and expense of a
registration of securities initiated by it under this paragraph (a). The Holder
shall, however, bear the fees of its own counsel and any transfer taxes and
underwriting discounts or commissions applicable to the Warrant Shares sold by
it. The Company may include other securities in any such registration statement.
The Company shall do any and all other acts and things which may be necessary or
desirable to enable the Holder to consummate the public sale or other
disposition of the Warrant Shares, and furnish indemnification in the manner as
set forth in paragraph (b)(i) of this Section 10, but shall not be required to
qualify as a foreign corporation to qualify the Warrant Shares for sale under
the securities laws of any state. The Holder shall furnish information and
indemnification as set forth in paragraph (b)(ii) of this Section 10. All
decisions as to whether and when to proceed with any Registration Statement
shall be made solely by the Company.

     Notwithstanding the foregoing paragraph, in the event that there is an
underwritten offering of the Company's securities offered pursuant to said
registration statement pursuant to the immediately preceding paragraph, the
underwriter(s) shall have the right to refuse to permit any Warrant Shares, or
to limit the amount of Warrant Shares, to be sold by the Holder to such
underwriter(s) on the same basis as other holders of piggyback or other similar
registration rights with respect to Common Stock, and the Holder shall refrain
from selling such remainder of its Warrant Shares covered by such registration
statement for the period of 90 days immediately following the effective date and
shall also refrain at any time when notified by the Company that an amendment or
supplement to the prospectus is required. The Company shall not be obligated to
keep any Registration Statement effective for a total of more than 180 days.

     (b)(i) In the event of any registration of any securities of the Company
under the Securities Act, the Company shall indemnify and hold harmless each
Holder selling Warrant Shares, its officers and directors, each underwriter,
broker or any other person acting on behalf of such seller and each other
person, if any, who controls any of the foregoing persons within the meaning of
the Securities Act against any losses, claims, damages or liabilities, joint or
several, to which such seller or any such director or officer or underwriter or
controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any registration statement under which such
securities were registered under the Securities Act, any preliminary prospectus,
final prospectus or summary prospectus contained therein, or any amendment or
supplement thereto or any document incident to registration or qualification of
any Warrant Shares or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading or, with respect to any
prospectus, necessary to make the statements therein in light of the
circumstances under which they were made not misleading, or any violation by the
Company of the Securities Act or state securities or blue sky laws applicable
<PAGE>   8
to the Company and relating to action or inaction required of the Company in
connection with such registration or qualification under such state securities
or blue sky laws; and the Company will reimburse such seller and each such
director, officer, underwriter and controlling person for any legal or any other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, liability, action or proceeding; provided that
the Company shall not be liable in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement,
any such preliminary prospectus, final prospectus, summary prospectus, amendment
or supplement in reliance upon and in conformity with written information
furnished to the Company through an instrument duly executed by such seller,
specifically stating that it is for use in the preparation thereof and, provided
further, that the Company shall not be liable to any person who participates as
an underwriter in the offering or sale of Warrant Shares or any other person, if
any, who controls such underwriter within the meaning of the Securities Act, in
any such case to the extent that any such loss, claim, damage, liability (or
action or proceeding in respect thereof) or expense arises out of such person's
failure to send or give a copy of the final prospectus, as the same may be then
supplemented or amended, to the person asserting an untrue statement or alleged
untrue statement or omission or alleged omission at or prior to the written
confirmation of the sale of Registrable Securities and/or the Common Stock to
such person if such statement or omission was corrected in such final
prospectus. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of such seller or any such director,
officer, underwriter or controlling person and shall survive the transfer of
such securities by such seller.

     (ii) The Company may require, as a condition to including any Warrant
Shares in any Registration Statement, that the Company shall have received an
undertaking satisfactory to it from the prospective sellers of such securities,
to indemnify and hold harmless (in the same manner and to the same extent as set
forth in subparagraph (ii)) the Company, each director of the Company, each
officer of the Company and each other person, if any, who controls the Company
within the meaning of the Securities Act, with respect to any statement or
alleged statement in or omission or alleged omission from such registration
statement, any preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, if such statement or
alleged statement or omission or alleged omission was made in reliance upon and
in conformity with written information furnished to the Company through an
instrument duly executed by such sellers specifically stating that it is for use
in the preparation of such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement, provided that the
obligation to indemnify shall be several, and not joint and several, among such
sellers of and the liability of each such seller shall be in proportion to and
limited to the net amount received by such seller from the sale of Warrant
Shares pursuant to such registration statement. Such indemnity shall remain in
full force and effect, regardless of any investigation made by or on behalf of
the Company or any such director, officer or controlling person and shall
survive the transfer of such securities by such seller.


     (iii) Promptly after receipt by an indemnified party of notice of the
commencement of any action or proceeding involving a claim referred to in the
preceding
<PAGE>   9
subdivisions of this paragraph (b), such indemnified party will, if a claim in
respect thereof is to be made against an indemnifying party, give written notice
to the latter of the commencement of such action, provided that the failure of
any indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under the preceding subdivisions of this
paragraph (b), except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice. In case any such action is brought
against an indemnified party, unless in such indemnified party's reasonable
judgement a conflict of interest between such indemnified and indemnifying
parties may exist in respect of such claim, the indemnifying party shall be
entitled to participate in and to assume the defense thereof, jointly with any
other indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and alter notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be liable for any
settlement made by the indemnified party without its consent (which consent will
not be unreasonably withheld) or for any legal or other expenses subsequently
incurred by the indemnified party in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party shall, without the
consent of the indemnified party, consent to entry of any judgement or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from
all liability in respect to such claim or litigation.

          (iv) Indemnification similar to that specified in the preceding
subdivisions of this paragraph (b) (with appropriate modifications) shall be
given by the Company and each seller of Warrant Shares with respect to any
required registration or other qualification of securities under any federal or
state law or regulation of any governmental authority other than the Securities
Act.

          (v) The indemnification required by this paragraph (b) shall be made
by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or expense, loss,
damage or liability is incurred.

          (c) If the indemnification provided for herein shall for any reason be
unavailable or insufficient to an indemnified party under paragraph (b) hereof
in respect of any loss, claim, damage or liability, or any action in respect
thereof, or referred to therein, then each indemnifying party shall, in lieu of
indemnifying such party, contribute to the amount paid or payable by such
indemnified party as a result of such loss, claim, damage or liability, or
action in respect thereof, in such proportion as shall be appropriate to reflect
(i) the relative benefits received by the Company, on the one hand, and the
holders of the Warrant Shares included in the offering, on the other hand, from
the offering of the Warrant Shares and (ii) the relative fault of the Company,
on the one hand, and the holders of the Warrant Shares included in offering, on
the other hand, with respect to the statements or omissions which resulted in
such loss, claim, damage or liability, or action in respect thereof, as well as
any other relevant equitable considerations. The relative benefits received by
the Company, on the one hand and the holders of the Warrant Shares, on the other
hand, with respect to such offering shall be deemed to be in the same proportion
as the sum of the total Exercise Price paid to the Company in respect of the
Warrant Shares plus the total net proceeds from the offering of the securities
(before deducting expenses) received by the Company bears to the amount by which
the total net proceeds from the
<PAGE>   10
offering of the securities (before deducting expenses) received by the holders
of the Warrant Shares with respect to such offering exceeds the Subscription
Price paid to the Company in respect of the Warrant Shares and in each case the
net proceeds received from such offering shall be determined as set forth on
the table of the cover page of the prospectus. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Company or the holders of
the Warrant Shares, the intent of the parties and their relative knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Company and the holders of the Warrant Shares agree that it would
not be just and equitable if contribution pursuant to this paragraph (c) were
to be determined by pro rata allocation or by any other method of allocation
which does not take into account the equitable considerations referred to
herein. The amount paid or payable by an indemnified party as a result of the
loss, claim, damage or liability, or action in respect thereof, referred to in
this paragraph (c) shall be deemed to include, for purposes of this paragraph,
any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

     (d) The Company shall not effect or permit to occur any combination or
subdivision of shares which would adversely affect the ability of the holders
of Warrant Shares to include such Warrant Shares in any registration of its
securities contemplated by this Section 10 or the marketability of such
Warrant Shares under any such registration.

     (e) If the Company shall have filed a registration statement pursuant to
the requirements of Section 12 of the Exchange Act or a registration statement
pursuant to the requirements of the Securities Act, the Company shall file the
reports required to be filed by it under the Securities Act and the Exchange
Act (or, if the Company is not required to file such reports, shall, upon the
request of any holder of Warrant Shares, make publicly available other
information) and shall take such further action as any holder of Warrant Shares
may reasonably request, all to the extent required from time to time to enable
such holder to sell such holder's securities without registration under the
Securities Act but within the limitations of the exemptions provided by (i) Rule
144, or (ii) any similar rule or regulation hereafter adopted by the
Commission. Upon the request of any Holder, the Company shall deliver to such
holder a written statement as to whether it has complied with such requirements.

     11. Right to Convert Warrant into Common Stock. (a) The Holder shall have
the right to require the Company to convert this Warrant provided in this
Section 11, into Common Stock (the "Net Conversion Right"). Upon exercise of
the Net Conversion Right, the Company shall deliver to the Holder (without
payment by the Holder of any Exercise Price or of any other cash or
consideration) that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the value of this Warrant (determined by multiplying
(A) the number of Warrant Shares issuable upon exercise in full of this Warrant
by (B) the difference between the fair market value of a share of Common Stock
and the Exercise Price then in effect) at the time the Conversion Right is
exercised (determined by subtracting the aggregate Exercise Price in
<PAGE>   11
effect immediately prior to the exercise of the Conversion Right from the
aggregate fair market value of the shares of Common Stock issuable upon
exercise of this Warrant immediately prior to the exercise of the Conversion
Right) by (y) the fair market value of one share of Common Stock immediately
prior to the exercise of the Conversion Right.

     (b) The Net Conversion Right may be exercised by the Holder by the
surrender of this Warrant at the principal office of the Company together with
a written statement specifying that the Holder thereby intends to exercise the
Net Conversion Right. Certificates for the shares of Common Stock issuable upon
exercise of the Net Conversion Right shall be delivered to the Holder within
five days following the Company's receipt of this Warrant together with the
aforesaid written statement.

     (c) For purposes of this Section, fair market value of a share of Common
Stock as of a particular date (the "Determination Date") shall be determined in
accordance with Section 3 of this Warrant.

     12. Amendments. Neither the Warrant nor any term hereof may be changed,
waived, discharged or terminated without the prior written consent of Holder.

     13. No Impairment. The Company will not avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith assist in the
carrying out of all the provisions of this Warrant and in the taking of all
such action as may be necessary or appropriate in order to protect the rights
of any Holder.

     14. Governing Law. This Agreement shall be governed by and construed under
the laws of the State of New York.

     15. Notices. All notices and other communications required or permitted
hereunder shall be in writing and shall be mailed by first class mail, postage
prepaid, addressed as follows:

     (a)  if to Holder, to Deutsche Bank Securities, Inc., One South Street,
Baltimore, Maryland 21202, Attention: Donald Notman, or

     (b)  if to the Company, to Screaming Media.Net, Inc., 601 West 26th
Street, 13th Floor, New York, New York 10001, Attention: Alan Ellman, or at
such other address as to the Company shall have furnished to the Holder in
writing.
<PAGE>   12
     IN WITNESS WHEREOF, Screaming Media.Net, Inc. has caused this Warrant to be
executed by its officer thereunto duly authorized.


Dated as of June 7, 1999                SCREAMING MEDIA.NET, INC.


                                        By: /s/ Alan S. Ellman
                                           -------------------------------
                                        Name:  Alan S. Ellman
                                        Title: President
<PAGE>   13
                                 PURCHASE FORM

                                                                 Dated_______


     The undersigned hereby irrevocably elects to exercise its rights pursuant
to this Warrant to the extent of purchasing_______shares of Common Stock of
Screaming Media.Net, Inc. and hereby makes payment of $______, in cash, in
payment of the exercise price thereof.

     [The undersigned hereby irrevocably elects to exercise its rights pursuant
to this Warrant to the extent of purchasing_______shares of Common Stock and
hereby authorizes you to deliver such shares of Common Stock for sale to_____,
and to retain from the proceeds of such sale $______, in cash, in payment of
the exercise price thereof and to remit to the undersigned the balance of such
proceeds.]



                                  ------------


                     INSTRUCTIONS FOR REGISTRATION OF STOCK
                     --------------------------------------

Name:
     ----------------------------------------------------------
              (Please type or print in block letters)

Address:
        -------------------------------------------------------

Signature:
          -----------------------------------------------------
<PAGE>   14
                                ASSIGNMENT FORM


FOR VALUE RECEIVED,                                          hereby sells,
                   ------------------------------------------
assigns and transfers unto


Name:
     --------------------------------------------------------------------

                    (Please type or print in block letters)

Address:
        -----------------------------------------------------------------


the right to purchase Common Stock of Screaming Media.Net, Inc. (the
"Company"), represented by this Warrant to the extent of         shares as
                                                        ---------
to which such right is exercisable and does hereby irrevocably constitute and
appoint                      as Attorney, to transfer the same on the books of
       ----------------------
the Company with full power of substitution in the premises.



Date:
     -----------


Signature:
          -------------------------