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                                                                   EXHIBIT 10.23




                               SCIENT CORPORATION

                                 2000 STOCK PLAN

                      (AS ADOPTED EFFECTIVE JUNE 22, 2000)








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                                TABLE OF CONTENTS


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ARTICLE 1.  INTRODUCTION..........................................................................................1

ARTICLE 2.  ADMINISTRATION........................................................................................1
         2.1  Committee Composition...............................................................................1
         2.2  Committee Responsibilities..........................................................................1

ARTICLE 3.  SHARES AVAILABLE FOR GRANTS...........................................................................1
         3.1  Basic Limitation....................................................................................1
         3.2  Annual Increase in Shares...........................................................................1
         3.3  Additional Shares...................................................................................2

ARTICLE 4.  ELIGIBILITY...........................................................................................2

ARTICLE 5.  OPTIONS 2
         5.1  Stock Option Agreement..............................................................................2
         5.2  Number of Shares....................................................................................2
         5.3  Exercise Price......................................................................................2
         5.4  Exercisability and Term.............................................................................2
         5.5  Effect of Change in Control.........................................................................2
         5.6  Modification or Assumption of Options...............................................................3
         5.7  Buyout Provisions...................................................................................3

ARTICLE 6.  PAYMENT FOR OPTION SHARES.............................................................................3
         6.1  General Rule........................................................................................3
         6.2  Surrender of Stock..................................................................................3
         6.3  Exercise/Sale.......................................................................................3
         6.4  Exercise/Pledge.....................................................................................3
         6.5  Promissory Note.....................................................................................3
         6.6  Other Forms of Payment..............................................................................4

ARTICLE 7.  RESTRICTED SHARES.....................................................................................4
         7.1  Restricted Stock Agreement..........................................................................4
         7.2  Payment for Awards..................................................................................4
         7.3  Vesting Conditions..................................................................................4
         7.4  Voting and Dividend Rights..........................................................................4

ARTICLE 8.  PROTECTION AGAINST DILUTION...........................................................................4
         8.1  Adjustments.........................................................................................4
         8.2  Dissolution or Liquidation..........................................................................5
         8.3  Reorganizations.....................................................................................5
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ARTICLE 9.  DEFERRAL OF DELIVERY OF SHARES........................................................................5

ARTICLE 10.  AWARDS UNDER OTHER PLANS.............................................................................5

ARTICLE 11.  LIMITATION ON RIGHTS.................................................................................6
         11.1  Retention Rights...................................................................................6
         11.2  Stockholders' Rights...............................................................................6
         11.3  Regulatory Requirements............................................................................6

ARTICLE 12.  WITHHOLDING TAXES....................................................................................6
         12.1  General............................................................................................6
         12.2  Share Withholding..................................................................................6

ARTICLE 13.  FUTURE OF THE PLAN...................................................................................6
         13.1  Term of the Plan...................................................................................6
         13.2  Amendment or Termination...........................................................................6

ARTICLE 14.  DEFINITIONS..........................................................................................7

ARTICLE 15.  EXECUTION...........................................................................................10
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                               SCIENT CORPORATION

                                 2000 STOCK PLAN


         ARTICLE 1.      INTRODUCTION.

                The Plan was adopted by the Board effective June 22, 2000. The
purpose of the Plan is to promote the long-term success of the Company and the
creation of stockholder value by (a) encouraging Colleagues and Consultants to
focus on critical long-range objectives, (b) encouraging the attraction and
retention of Colleagues and Consultants with exceptional qualifications and (c)
linking Colleagues and Consultants directly to stockholder interests through
increased stock ownership. The Plan seeks to achieve this purpose by providing
for Awards in the form of Restricted Shares or Options (which shall constitute
nonstatutory stock options).

                The Plan shall be governed by, and construed in accordance with,
the laws of the State of Delaware (except their choice-of-law provisions).


         ARTICLE 2.      ADMINISTRATION.

                2.1   COMMITTEE COMPOSITION. The Committee shall administer the
Plan. The Committee shall consist exclusively of one or more directors of the
Company, who shall be appointed by the Board.

                2.2   COMMITTEE RESPONSIBILITIES. The Committee shall (a) select
the Colleagues and Consultants who are to receive Awards under the Plan, (b)
determine the type, number, vesting requirements and other features and
conditions of such Awards, (c) interpret the Plan and (d) make all other
decisions relating to the operation of the Plan. The Committee may adopt such
rules or guidelines as it deems appropriate to implement the Plan. The
Committee's determinations under the Plan shall be final and binding on all
persons.


         ARTICLE 3.      SHARES AVAILABLE FOR GRANTS.

                3.1   BASIC LIMITATION. Common Shares issued pursuant to the
Plan may be authorized but unissued shares or treasury shares. The aggregate
number of Options and Restricted Shares awarded under the Plan shall not exceed
(a) 3,000,000 plus (b) the additional Common Shares described in Sections 3.2
and 3.3. The limitations of this Section 3.1 and Section 3.2 shall be subject to
adjustment pursuant to Article 8.

                3.2   ANNUAL INCREASE IN SHARES. As of January 1 of each year,
commencing with the year 2001, the aggregate number of Options and Restricted
Shares that may be awarded under the Plan shall automatically increase by a
number equal to the lowest of (a) 5% of the total number of Common Shares then
outstanding, (b) 5,000,000 Common Shares or (c) the number determined by the
Board.


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                3.3   ADDITIONAL SHARES. If Options are forfeited or terminate
for any other reason before being exercised, then the corresponding Common
Shares shall again become available for the grant of Options or Restricted
Shares under the Plan. If Restricted Shares or Common Shares issued upon the
exercise of Options are forfeited, then such Common Shares shall again become
available for the grant of Options and Restricted Shares under the Plan.


         ARTICLE 4.      ELIGIBILITY.

                Colleagues and Consultants shall be eligible for the grant of
Awards, except that members of the Board and individuals who are considered
officers of the Company under the rules of the National Association of
Securities Dealers shall not be eligible for the grant of Awards.


         ARTICLE 5.      OPTIONS.

                5.1   STOCK OPTION AGREEMENT. Each grant of an Option under the
Plan shall be evidenced by a Stock Option Agreement between the Optionee and the
Company. Such Option shall be subject to all applicable terms of the Plan and
may be subject to any other terms that are not inconsistent with the Plan. The
provisions of the various Stock Option Agreements entered into under the Plan
need not be identical. Options may be granted in consideration of a reduction in
the Optionee's other compensation. A Stock Option Agreement may provide that a
new Option will be granted automatically to the Optionee when he or she
exercises a prior Option and pays the Exercise Price in the form described in
Section 6.2.

                5.2   NUMBER OF SHARES. Each Stock Option Agreement shall
specify the number of Common Shares subject to the Option and shall provide for
the adjustment of such number in accordance with Article 8.

                5.3   EXERCISE PRICE. Each Stock Option Agreement shall specify
the Exercise Price; provided that the Exercise Price shall in no event be less
than the par value of a Common Share on the date of grant. A Stock Option
Agreement may specify an Exercise Price that varies in accordance with a
predetermined formula while the Option is outstanding.

                5.4   EXERCISABILITY AND TERM. Each Stock Option Agreement shall
specify the date or event when all or any installment of the Option is to become
exercisable. The Stock Option Agreement shall also specify the term of the
Option. A Stock Option Agreement may provide for accelerated exercisability in
the event of the Optionee's death, disability or retirement or other events and
may provide for expiration prior to the end of its term in the event of the
termination of the Optionee's service.

                5.5   EFFECT OF CHANGE IN CONTROL. The Committee may determine,
at the time of granting an Option or thereafter, that such Option shall become
exercisable as to all or part of the Common Shares subject to such Option in the
event that a Change in Control occurs with respect to the Company or in the
event that the Optionee is subject to an Involuntary Termination within 12
months after a Change in Control. In addition, acceleration of exercisability
may be required under Section 8.3.


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                5.6   MODIFICATION OR ASSUMPTION OF OPTIONS. Within the
limitations of the Plan, the Committee may modify, extend or assume outstanding
options or may accept the cancellation of outstanding options (whether granted
by the Company or by another issuer) in return for the grant of new options for
the same or a different number of shares and at the same or a different exercise
price. The foregoing notwithstanding, no modification of an Option shall,
without the consent of the Optionee, alter or impair his or her rights or
obligations under such Option.

                5.7   BUYOUT PROVISIONS. The Committee may at any time (a) offer
to buy out for a payment in cash or cash equivalents an Option previously
granted or (b) authorize an Optionee to elect to cash out an Option previously
granted, in either case at such time and based upon such terms and conditions as
the Committee shall establish.


         ARTICLE 6.      PAYMENT FOR OPTION SHARES.

                6.1   GENERAL RULE. The entire Exercise Price of Common Shares
issued upon exercise of Options shall be payable in cash or cash equivalents at
the time when such Common Shares are purchased, unless the Committee accepts
payment in any other form(s) described in this Article 6.

                6.2   SURRENDER OF STOCK. To the extent that this Section 6.2 is
applicable, all or any part of the Exercise Price may be paid by surrendering,
or attesting to the ownership of, Common Shares that are already owned by the
Optionee. Such Common Shares shall be valued at their Fair Market Value on the
date when the new Common Shares are purchased under the Plan. The Optionee shall
not surrender, or attest to the ownership of, Common Shares in payment of the
Exercise Price if such action would cause the Company to recognize compensation
expense (or additional compensation expense) with respect to the Option for
financial reporting purposes.

                6.3   EXERCISE/SALE. To the extent that this Section 6.3 is
applicable, all or any part of the Exercise Price and any withholding taxes may
be paid by delivering (on a form prescribed by the Company) an irrevocable
direction to a securities broker approved by the Company to sell all or part of
the Common Shares being purchased under the Plan and to deliver all or part of
the sales proceeds to the Company.

                6.4   EXERCISE/PLEDGE. To the extent that this Section 6.4 is
applicable, all or any part of the Exercise Price and any withholding taxes may
be paid by delivering (on a form prescribed by the Company) an irrevocable
direction to pledge all or part of the Common Shares being purchased under the
Plan to a securities broker or lender approved by the Company, as security for a
loan, and to deliver all or part of the loan proceeds to the Company.

                6.5   PROMISSORY NOTE. To the extent that this Section 6.5 is
applicable, all or any part of the Exercise Price and any withholding taxes may
be paid by delivering (on a form prescribed by the Company) a full-recourse
promissory note. However, the par value of the Common Shares being purchased
under the Plan, if newly issued, shall be paid in cash or cash equivalents.


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                6.6   OTHER FORMS OF PAYMENT. To the extent that this Section
6.6 is applicable, all or any part of the Exercise Price and any withholding
taxes may be paid in any other form that is consistent with applicable laws,
regulations and rules.


         ARTICLE 7.      RESTRICTED SHARES.

                7.1   RESTRICTED STOCK AGREEMENT. Each grant of Restricted
Shares under the Plan shall be evidenced by a Restricted Stock Agreement between
the recipient and the Company. Such Restricted Shares shall be subject to all
applicable terms of the Plan and may be subject to any other terms that are not
inconsistent with the Plan. The provisions of the various Restricted Stock
Agreements entered into under the Plan need not be identical.

                7.2   PAYMENT FOR AWARDS. Subject to the following sentence,
Restricted Shares may be sold or awarded under the Plan for such consideration
as the Committee may determine, including (without limitation) cash, cash
equivalents, full-recourse promissory notes, past services and future services.
To the extent that an Award consists of newly issued Restricted Shares, the
consideration shall consist exclusively of cash, cash equivalents or past
services rendered to the Company (or a Parent or Subsidiary) or, for the amount
in excess of the par value of such newly issued Restricted Shares, full-recourse
promissory notes, as the Committee may determine.

                7.3   VESTING CONDITIONS. Each Award of Restricted Shares
may or may not be subject to vesting. Vesting shall occur, in full or in
installments, upon satisfaction of the conditions specified in the Restricted
Stock Agreement. A Restricted Stock Agreement may provide for accelerated
vesting in the event of the Participant's death, disability or retirement or
other events. The Committee may determine, at the time of granting Restricted
Shares or thereafter, that all or part of such Restricted Shares shall become
vested in the event that a Change in Control occurs with respect to the Company
or in the event that the Participant is subject to an Involuntary Termination
after a Change in Control.

                7.4   VOTING AND DIVIDEND RIGHTS. The holders of Restricted
Shares awarded under the Plan shall have the same voting, dividend and other
rights as the Company's other stockholders. A Restricted Stock Agreement,
however, may require that the holders of Restricted Shares invest any cash
dividends received in additional Restricted Shares. Such additional Restricted
Shares shall be subject to the same conditions and restrictions as the Award
with respect to which the dividends were paid.


         ARTICLE 8.      PROTECTION AGAINST DILUTION.

                8.1   ADJUSTMENTS. In the event of a subdivision of the
outstanding Common Shares, a declaration of a dividend payable in Common Shares,
a declaration of a dividend payable in a form other than Common Shares in an
amount that has a material effect on the price of Common Shares, a combination
or consolidation of the outstanding Common Shares (by reclassification or
otherwise) into a lesser number of Common Shares, a recapitalization, a spin-off
or a similar occurrence, the Committee shall make such adjustments as it, in its
sole



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discretion, deems appropriate in one or more of (a) the number of Options
and Restricted Shares available for future Awards under Article 3, (b) the
number of Common Shares covered by each outstanding Option or (c) the Exercise
Price under each outstanding Option. Except as provided in this Article 8, a
Participant shall have no rights by reason of any issue by the Company of stock
of any class or securities convertible into stock of any class, any subdivision
or consolidation of shares of stock of any class, the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class.

                8.2   DISSOLUTION OR LIQUIDATION. To the extent not
previously exercised, Options shall terminate immediately prior to the
dissolution or liquidation of the Company.

                8.3   REORGANIZATIONS. In the event that the Company is a
party to a merger or other reorganization, outstanding Options and Restricted
Shares shall be subject to the agreement of merger or reorganization. Such
agreement shall provide for (a) the continuation of the outstanding Awards by
the Company, if the Company is a surviving corporation, (b) the assumption of
the outstanding Awards by the surviving corporation or its parent or subsidiary,
(c) the substitution by the surviving corporation or its parent or subsidiary of
its own awards for the outstanding Awards, (d) full exercisability or vesting
and accelerated expiration of the outstanding Awards or (e) settlement of the
full value of the outstanding Awards in cash or cash equivalents followed by
cancellation of such Awards.


         ARTICLE 9.      DEFERRAL OF DELIVERY OF SHARES.

                The Committee (in its sole discretion) may permit or require an
Optionee to have Common Shares that otherwise would be delivered to such
Optionee as a result of the exercise of an Option converted into amounts
credited to a deferred compensation account established for such Optionee by the
Committee as an entry on the Company's books. Such amounts shall be determined
by reference to the Fair Market Value of such Common Shares as of the date when
they otherwise would have been delivered to such Optionee. A deferred
compensation account established under this Article 9 may be credited with
interest or other forms of investment return, as determined by the Committee. An
Optionee for whom such an account is established shall have no rights other than
those of a general creditor of the Company. Such an account shall represent an
unfunded and unsecured obligation of the Company and shall be subject to the
terms and conditions of the applicable agreement between such Optionee and the
Company. If the conversion of Options is permitted or required, the Committee
(in its sole discretion) may establish rules, procedures and forms pertaining to
such conversion, including (without limitation) the settlement of deferred
compensation accounts established under this Article 9.


         ARTICLE 10.     AWARDS UNDER OTHER PLANS.

                The Company may grant awards under other plans or programs. Such
awards may be settled in the form of Common Shares issued under this Plan. Such
Common Shares shall be treated for all purposes under the Plan like Restricted
Shares and shall, when issued, reduce the number of Common Shares available
under Article 3.



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         ARTICLE 11.     LIMITATION ON RIGHTS.

                11.1  RETENTION RIGHTS. Neither the Plan nor any Award
granted under the Plan shall be deemed to give any individual a right to remain
a Colleague or Consultant. The Company and its Parents, Subsidiaries and
Affiliates reserve the right to terminate the service of any Colleague or
Consultant at any time, with or without cause, subject to applicable laws and a
written employment agreement (if any).

                11.2  STOCKHOLDERS' RIGHTS. A Participant shall have no
dividend rights, voting rights or other rights as a stockholder with respect to
any Common Shares covered by his or her Award prior to the time when a stock
certificate for such Common Shares is issued or, in the case of an Option, the
time when he or she becomes entitled to receive such Common Shares by filing a
notice of exercise and paying the Exercise Price. No adjustment shall be made
for cash dividends or other rights for which the record date is prior to such
time, except as expressly provided in the Plan.

                11.3  REGULATORY REQUIREMENTS. Any other provision of the
Plan notwithstanding, the obligation of the Company to issue Common Shares under
the Plan shall be subject to all applicable laws, rules and regulations and such
approval by any regulatory body as may be required. The Company reserves the
right to restrict, in whole or in part, the delivery of Common Shares pursuant
to any Award prior to the satisfaction of all legal requirements relating to the
issuance of such Common Shares, to their registration, qualification or listing
or to an exemption from registration, qualification or listing.


         ARTICLE 12.     WITHHOLDING TAXES.

                12.1  GENERAL. To the extent required by applicable
federal, state, local or foreign law, a Participant or his or her successor
shall make arrangements satisfactory to the Company for the satisfaction of any
withholding tax obligations that arise in connection with the Plan. The Company
shall not be required to issue any Common Shares or make any cash payment under
the Plan until such obligations are satisfied.

                12.2  SHARE WITHHOLDING. To the extent that applicable law
subjects a Participant to tax withholding obligations, the Committee may permit
such Participant to satisfy all or part of such obligations by having the
Company withhold all or a portion of any Common Shares that otherwise would be
issued to him or her or by surrendering all or a portion of any Common Shares
that he or she previously acquired. Such Common Shares shall be valued at their
Fair Market Value on the date when they are withheld or surrendered.


         ARTICLE 13.     FUTURE OF THE PLAN.

                13.1  TERM OF THE PLAN. The Plan, as set forth herein,
shall become effective on June __, 2000. The Plan shall remain in effect until
it is terminated under Section 13.2.

                13.2  AMENDMENT OR TERMINATION. The Board may, at any time
and for any reason, amend or terminate the Plan. An amendment of the Plan shall
be subject to the approval



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of the Company's stockholders only to the extent required by applicable laws,
regulations or rules. No Awards shall be granted under the Plan after the
termination thereof. The termination of the Plan, or any amendment thereof,
shall not affect any Award previously granted under the Plan.


         ARTICLE 14.     DEFINITIONS.

                14.1  "AFFILIATE" means any entity other than a Subsidiary, if
the Company and/or one or more Subsidiaries own not less than 50% of such
entity.

                14.2  "AWARD" means any award of an Option or a Restricted Share
under the Plan.

                14.3  "BOARD" means the Company's Board of Directors, as
constituted from time to time.

                14.4  "CAUSE" means:

                (a)   The unauthorized use or disclosure of the confidential
         information or trade secrets of the Company, which use or disclosure
         causes material harm to the Company;

                (b)   Conviction of, or a plea of "guilty" or "no contest" to, a
         felony under the laws of the United States or any state thereof;

                (c)   Gross negligence or willful misconduct, after the Board
         has given the Participant written notice and a reasonable opportunity
         to cure such negligence or misconduct; or

                (d)   Continued failure to perform assigned duties, after the
         Board has given the Participant written notice and a reasonable
         opportunity to cure such failure.

The foregoing, however, shall not be deemed an exclusive list of all acts or
omissions that the Company (or a Parent, Subsidiary or Affiliate) may consider
as grounds for the discharge of a Participant without Cause.

                14.5  "CHANGE IN CONTROL" means:

                      (a)   The consummation of a merger or consolidation of the
          Company with or into another entity or any other corporate
          reorganization, if persons who were not stockholders of the Company
          immediately prior to such merger, consolidation or other
          reorganization own immediately after such merger, consolidation or
          other reorganization 50% or more of the voting power of the
          outstanding securities of each of (i) the continuing or surviving
          entity and (ii) any direct or indirect parent corporation of such
          continuing or surviving entity;


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                      (b)   The sale, transfer or other disposition of all or
          substantially all of the Company's assets;

                      (c)   A change in the composition of the Board, as a
          result of which fewer than 50% of the incumbent directors are
          directors who either (i) had been directors of the Company on the date
          24 months prior to the date of the event that may constitute a Change
          in Control (the "original directors") or (ii) were elected, or
          nominated for election, to the Board with the affirmative votes of at
          least a majority of the aggregate of the original directors who were
          still in office at the time of the election or nomination and the
          directors whose election or nomination was previously so approved; or

                      (d)   Any transaction as a result of which any person
          is the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
          Act), directly or indirectly, of securities of the Company
          representing at least 30% of the total voting power represented by the
          Company's then outstanding voting securities. For purposes of this
          Subsection (d), the term "person" shall have the same meaning as when
          used in sections 13(d) and 14(d) of the Exchange Act but shall exclude
          (i) a trustee or other fiduciary holding securities under an employee
          benefit plan of the Company or of a Parent or Subsidiary and (ii) a
          corporation owned directly or indirectly by the stockholders of the
          Company in substantially the same proportions as their ownership of
          the common stock of the Company.

A transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company's incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company's securities immediately before such transaction.

                14.6  "CODE" means the Internal Revenue Code of 1986, as
          amended.

                14.7  "COLLEAGUE" means a common-law employee of the Company,
          a Parent, a Subsidiary or an Affiliate.

                14.8  "COMMITTEE" means a committee of the Board, as described
          in Article 2.

                14.9  "COMMON SHARE" means one share of the common stock of the
          Company.

                14.10 "COMPANY" means Scient Corporation, a Delaware
          corporation.

                14.11 "CONSULTANT" means a consultant or adviser who provides
          bona fide services to the Company, a Parent, a Subsidiary or an
          Affiliate as an independent contractor. Service as a Consultant shall
          be considered employment for all purposes of the Plan.

                14.12 "EXCHANGE ACT" means the Securities Exchange Act of
          1934, as amended.



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                14.13 "EXERCISE PRICE" means the amount for which one Common
          Share may be purchased upon exercise of an Option, as specified in the
          applicable Stock Option Agreement.

                14.14 "FAIR MARKET VALUE" means the market price of Common
          Shares, determined by the Committee in good faith on such basis as it
          deems appropriate. Whenever possible, the determination of Fair Market
          Value by the Committee shall be based on the prices reported in The
          Wall Street Journal. Such determination shall be conclusive and
          binding on all persons.

                14.15 "INVOLUNTARY TERMINATION" means the termination of the
          Participant's service by reason of:

                      (a)   The involuntary discharge of the Participant by the
          Company (or the Parent, Subsidiary or Affiliate employing him or her)
          for reasons other than Cause; or

                      (b)   The voluntary resignation of the Participant
          following (i) a change in his or her position with the Company (or the
          Parent, Subsidiary or Affiliate employing him or her) that materially
          reduces his or her stature, authority or responsibilities, (ii) a
          reduction in his or her compensation, including base salary, fringe
          benefits and participation in bonus or incentive programs based on
          corporate performance, or (iii) a relocation of his or her principal
          workplace by more than 30 miles.

                14.16 "NSO" means a stock option not described in sections 422
          or 423 of the Code.

                14.17 "OPTION" means an NSO granted under the Plan and entitling
          the holder to purchase Common Shares.

                14.18 "OPTIONEE" means a person or estate who holds an Option.

                14.19 "PARENT" means any corporation (other than the Company) in
          an unbroken chain of corporations ending with the Company, if each of
          the corporations other than the Company owns stock possessing 50% or
          more of the total combined voting power of all classes of stock in one
          of the other corporations in such chain. A corporation that attains
          the status of a Parent on a date after the adoption of the Plan shall
          be considered a Parent commencing as of such date.

                14.20 "PARTICIPANT" means a person or estate who holds an Award.

                14.21 "PLAN" means this Scient Corporation 2000 Stock Plan, as
          amended from time to time.

                14.22 "RESTRICTED SHARE" means a Common Share awarded under the
          Plan.


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<PAGE>   13

                14.23 "RESTRICTED STOCK AGREEMENT" means the agreement between
          the Company and the recipient of a Restricted Share that contains the
          terms, conditions and restrictions pertaining to such Restricted
          Share.

                14.24 "STOCK OPTION AGREEMENT" means the agreement between the
          Company and an Optionee that contains the terms, conditions and
          restrictions pertaining to his or her Option.

                14.25 "SUBSIDIARY" means any corporation (other than the
          Company) in an unbroken chain of corporations beginning with the
          Company, if each of the corporations other than the last corporation
          in the unbroken chain owns stock possessing 50% or more of the total
          combined voting power of all classes of stock in one of the other
          corporations in such chain. A corporation that attains the status of a
          Subsidiary on a date after the adoption of the Plan shall be
          considered a Subsidiary commencing as of such date.


         ARTICLE 15.     EXECUTION.

                To record the adoption of the Plan by the Board on June 22,
2000, the Company has caused its duly authorized officer to execute this
document in the name of the Company.


                                      SCIENT CORPORATION



                                      By:
                                         --------------------------------------

                                      Title:
                                            -----------------------------------




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