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                                                                     Exhibit 4.4

                                     WARRANT
                       To Purchase Class A Common Stock of
                         MODEM MEDIA . POPPE TYSON, INC.
                                  Warrant No. 1
                  No. of Shares of Class A Common Stock: 95,000
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                                TABLE OF CONTENTS

Section                                                                     Page
-------                                                                     ----

1.    DEFINITIONS                                                              1
2.    EXERCISE OF WARRANT                                                      4
2.1.  Manner of Exercise                                                       4
2.2.  Payment of Taxes                                                         5
2.3.  Fractional Shares                                                        5
2.4.  Continued Validity                                                       5
3.    TRANSFER, DIVISION AND COMBINATION                                       6
3.1.  Transfer                                                                 6
3.2.  Division and Combination                                                 6
3.3.  Expenses                                                                 6
3.4.  Maintenance of Books                                                     6
4.    ADJUSTMENTS                                                              6
4.1.  Stock Dividends, Subdivisions and Combinations                           7
4.2.  Certain Other Distributions and Adjustments                              7
4.3.  Reorganization, Reclassification, Merger,
        Consolidation or Disposition of Assets                                 8
4.4.  Other Action Affecting Common Stock                                      8
5.    NOTICES TO WARRANT HOLDERS                                               9
6.    NO IMPAIRMENT                                                            9
7.    RESERVATION AND AUTHORIZATION OF COMMON STOCK;
        REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY           10
8.    TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS                      10
9.    RESTRICTIONS ON TRANSFERABILITY                                         10
9.1.  Restrictive Legend                                                      10
9.2.  Restrictions on Transfer; Registration of Transfers and Exchanges       11
9.3.  Shelf Registration Statement                                            11
9.4.  Registration Procedures                                                 11
9.5.  Expenses                                                                13
9.6.  Indemnification and Contribution                                        13
9.7.  Termination of Restrictions                                             14
9.8.  Representations of GE Capital                                           15
9.9.  Listing on Securities Exchange                                          15
10.   SUPPLYING INFORMATION                                                   15
11.   LOSS OR MUTILATION                                                      16
12.   OFFICE OF COMPANY                                                       16
13.   FINANCIAL AND BUSINESS INFORMATION                                      16
13.1. Quarterly Information                                                   16
13.2. Annual Information                                                      16
13.3. Filings                                                                 17
14.   LIMITATION OF LIABILITY                                                 17
15.   MISCELLANEOUS                                                           17
15.1. Nonwaiver and Expenses                                                  17
15.2. Notice Generally                                                        17
15.3. Remedies                                                                18
15.4. Successors and Assigns                                                  18
15.5. Amendment                                                               18
15.6. Severability                                                            19
15.7. Headings                                                                19
15.8. Governing Law                                                           19


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THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN
VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF
THIS WARRANT. No. of Shares of Class A Common Stock: 95,000 Warrant No. 1

                                     WARRANT
                       To Purchase Class A Common Stock of
                         MODEM MEDIA.POPPE TYSON, INC.

THIS IS TO CERTIFY THAT GENERAL ELECTRIC CAPITAL CORPORATION, or registered
assigns, is entitled, at any time during the Exercise Period (as hereinafter
defined), to purchase from MODEM MEDIA.POPPE TYSON, INC., a Delaware corporation
("Company"), 95,000 shares of Class A Common Stock (as hereinafter defined and
subject to adjustment as provided herein), in whole or in part, including
fractional parts, at a purchase price of $24.32 per share (subject to adjustment
as provided herein) all on the terms and conditions and pursuant to the
provisions hereinafter set forth.

This Warrant is being issued in connection with GE Capital and the Company
entering into a Services Agreement with Company on the date hereof. For all
income tax purposes, (a) Company and GE Capital agree that the fair market value
of this Warrant is $587,100 and (b) Company and GE Capital will treat $587,100
of the consideration payable by GE Capital under the foregoing Services
Agreement as the purchase price of this Warrant.

DEFINITIONS

As used in this Warrant, the following terms have the respective meanings set
forth below:

"Additional Shares of Common Stock" shall mean all shares of Common Stock issued
by Company after the date hereof, other than Warrant Stock.

"Business Day" shall mean any day that is not a Saturday or Sunday or a day on
which banks are required or permitted to be closed in the State of New York.

"Commission" shall mean the Securities and Exchange Commission or any other
federal agency then administering the Securities Act and other federal
securities laws.

"Common Stock" shall mean (except where the context otherwise indicates) the
Class A Common Stock, $0.001 par value, of Company as constituted on the date
hereof, and any capital stock into which such Common Stock may thereafter be
changed, and shall also include (i) capital stock of Company of any other class
(regardless of how denominated) issued to the holders of shares of Common Stock
upon any reclassification thereof which is also not preferred as to dividends or
assets over any other class of stock of Company and which is not subject to
redemption and (ii) shares of common stock of any successor or acquiring
corporation (as defined in Section 4.3) received by or distributed to the
holders of Common Stock of Company in the circumstances contemplated by Section
4.3.

"Convertible Securities" shall mean evidences of indebtedness, shares of stock
or other securities which are convertible into or exchangeable, with or without
payment of additional consideration in cash or property,

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for Additional Shares of Common Stock, either immediately or upon the occurrence
of a specified date or a specified event.

"Current Market Price" shall mean, in respect of any share of Common Stock on
any date herein specified, the average of the daily market prices for 20
consecutive Business Days commencing 30 days before such date. The daily market
price for each such Business Day shall be (i) the last sale price on such day on
the principal stock exchange or Nasdaq National Market ("Nasdaq") on which such
Common Stock is then listed or admitted to trading, (ii) if no sale takes place
on such day on any such exchange or Nasdaq, the average of the last reported
closing bid and asked prices on such day as officially quoted on any such
exchange or Nasdaq, (iii) if the Common Stock is not then listed or admitted to
trading on any stock exchange or Nasdaq, the average of the last reported
closing bid and asked prices on such day in the over-the-counter market, as
furnished by the National Association of Securities Dealers Automatic Quotation
System or the National Quotation Bureau, Inc., (iv) if neither such corporation
at the time is engaged in the business of reporting such prices, as furnished by
any similar firm then engaged in such business, or (v) if there is no such firm,
as furnished by any member of the NASD selected mutually by the Majority Holders
and Company or, if they cannot agree upon such selection, as selected by two
such members of the NASD, one of which shall be selected by the Majority Holders
and one of which shall be selected by Company.

"Current Warrant Price" shall mean, in respect of a share of Common Stock at any
date herein specified, the price at which a share of Common Stock may be
purchased pursuant to this Warrant on such date.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or
any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect from time to time.

"Exercise Period" shall mean the period during which this Warrant is exercisable
pursuant to Section 2.1. "Expiration Date" shall mean August 9, 2004.

"Fully Diluted Outstanding" shall mean, when used with reference to Common
Stock, at any date as of which the number of shares thereof is to be determined,
all shares of Common Stock Outstanding at such date and all shares of Common
Stock issuable in respect of this Warrant outstanding on such date, and other
options or warrants to purchase, or securities convertible into, shares of
Common Stock outstanding on such date which would be deemed outstanding in
accordance with GAAP for purposes of determining book value or net income per
share on a fully diluted basis.

"GAAP" shall mean generally accepted accounting principles in the United States
of America as from time to time in effect.

"GE Capital" shall mean General Electric Capital Corporation, a New York
corporation. "Holder" shall mean the Person in whose name the Warrant set forth
herein is registered on the books of Company maintained for such purpose.

"Majority Holders" shall mean the holders of Warrants exercisable for in excess
of 50% of the aggregate number of shares of Common Stock then purchasable upon
exercise of all Warrants, whether or not then exercisable.

"NASD" shall mean the National Association of Securities Dealers, Inc., or any
successor corporation thereto.

"Other Property" shall have the meaning set forth in Section 4.3.

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"Outstanding" shall mean, when used with reference to Common Stock, at any date
as of which the number of shares thereof is to be determined, all issued shares
of Common Stock, except shares then owned or held by or for the account of
Company or any subsidiary thereof, and shall include all shares issuable in
respect of outstanding scrip or any certificates representing fractional
interests in shares of Common Stock.

"Person" shall mean any individual, sole proprietorship, partnership, limited
liability company, joint venture, trust, incorporated organization, association,
corporation, institution, public benefit corporation, entity or government
(whether federal, state, county, city, municipal or otherwise, including,
without limitation, any instrumentality, division, agency, body or department
thereof).

"Restricted Common Stock" shall mean shares of Common Stock which are, or which
upon their issuance on the exercise of this Warrant would be, evidenced by a
certificate bearing the restrictive legend set forth in Section 9.1(a).

"Securities Act" shall mean the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

"Transfer" shall mean any disposition of any Warrant or Warrant Stock or of any
interest in either thereof, which would constitute a sale thereof within the
meaning of the Securities Act.

"Warrants" shall mean this Warrant and for purposes of Section 9 hereof, all
warrants issued upon transfer, division or combination of, or in substitution
therefor.

"Warrant Price" shall mean an amount equal to (i) the number of shares of Common
Stock being purchased upon exercise of this Warrant pursuant to Section 2.1,
multiplied by (ii) the Current Warrant Price as of the date of such exercise.

"Warrant Stock" shall mean the shares of Common Stock purchased by the holders
of the Warrants upon the exercise thereof.

EXERCISE OF WARRANT

Manner of Exercise. From and after the date hereof and until 5:00 P.M., New York
time, on the Expiration Date (the "Exercise Period"), Holder may exercise this
Warrant, on any Business Day, for all or any part of the number of shares of
Common Stock purchasable hereunder. In order to exercise this Warrant, in whole
or in part, Holder shall deliver to Company at its principal office at 230 East
Avenue, Norwalk, Connecticut 06855 or at the office or agency designated by
Company pursuant to Section 12, (i) a written notice of Holder's election to
exercise this Warrant, which notice shall specify the number of shares of Common
Stock to be purchased, (ii) payment of the Warrant Price and (iii) this Warrant.
Such notice shall be substantially in the form of the subscription form
appearing at the end of this Warrant as Exhibit A, duly executed by Holder or
its agent or attorney. Upon receipt thereof, Company shall, as promptly as
practicable, and in any event within ten (10) Business Days thereafter, execute
or cause to be executed and deliver or cause to be delivered to Holder a
certificate or certificates representing the aggregate number of full shares of
Common Stock issuable upon such exercise, together with cash in lieu of any
fraction of a share, as hereinafter provided. The stock certificate or
certificates so delivered shall be, to the extent possible, in such denomination
or denominations as such Holder shall request in the notice and shall be
registered in the name of Holder or, subject to Section 9, such other name as
shall be designated in the notice. This Warrant shall be deemed to have been
exercised and such certificate or certificates shall be deemed to have been
issued, and Holder or any other Person so designated to be named therein shall
be deemed to have become a holder of record of such shares for all purposes, as
of the date the notice, together

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with the cash or check or other payment as provided below and this Warrant, is
received by Company as described above and all taxes required to be paid by
Holder, if any, pursuant to Section 2.2 prior to the issuance of such shares
have been paid. If this Warrant shall have been exercised in part, Company
shall, at the time of delivery of the certificate or certificates representing
Warrant Stock, deliver to Holder a new Warrant evidencing the rights of Holder
to purchase the unpurchased shares of Common Stock called for by this Warrant,
which new Warrant shall in all other respects be identical with this Warrant,
or, at the request of Holder, appropriate notation may be made on this Warrant
and the same returned to Holder. Notwithstanding any provision herein to the
contrary, Company shall not be required to register shares in the name of any
Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise
than in accordance with this Warrant. Payment of the Warrant Price shall be made
by certified or official bank check.

Payment of Taxes. All shares of Common Stock issuable upon the exercise of this
Warrant pursuant to the terms hereof shall be validly issued, fully paid and
nonassessable and without any preemptive rights. Company shall pay all expenses
in connection with, and all taxes and other governmental charges that may be
imposed with respect to, the issue or delivery thereof, unless such tax or
charge is imposed by law upon Holder, in which case such taxes or charges shall
be paid by Holder. Company shall not be required, however, to pay any tax or
other charge imposed in connection with any transfer involved in the issue of
any certificate for shares of Common Stock issuable upon exercise of this
Warrant in any name other than that of Holder, and in such case Company shall
not be required to issue or deliver any stock certificate until such tax or
other charge has been paid or it has been established to the satisfaction of
Company that no such tax or other charge is due.

Fractional Shares. Company shall not be required to issue a fractional share of
Common Stock upon exercise of any Warrant. As to any fraction of a share which
the Holder of one or more Warrants, the rights under which are exercised in the
same transaction, would otherwise be entitled to purchase upon such exercise,
except as otherwise provided in Section 2.1, Company shall pay a cash adjustment
in respect of such final fraction in an amount equal to the same fraction of the
Current Market Price per share of Common Stock on the date of exercise.

Continued Validity. A holder of shares of Common Stock issued upon the exercise
of this Warrant, in whole or in part (other than a holder who acquires such
shares after the same have been publicly sold pursuant to a Registration
Statement under the Securities Act or sold pursuant to Rule 144 thereunder),
shall continue to be entitled with respect to such shares to all rights to which
it would have been entitled as Holder under Sections 9, 10 and 15 of this
Warrant. Company will, at the time of each exercise of this Warrant, in whole or
in part, upon the request of the holder of the shares of Common Stock issued
upon such exercise hereof, acknowledge in writing, in form reasonably
satisfactory to such holder, its continuing obligation to afford to such holder
all such rights; provided, however, that if such holder shall fail to make any
such request, such failure shall not affect the continuing obligation of Company
to afford to such holder all such rights.

TRANSFER, DIVISION AND COMBINATION

Transfer. Subject to compliance with Section 9 hereof, transfer of this Warrant
and all rights hereunder, in whole or in part, shall be registered on the books
of Company to be maintained for such purpose, upon surrender of this Warrant at
the principal office of Company referred to in Section 2.1 or the office or
agency designated by Company pursuant to Section 12, together with a written
assignment of this Warrant substantially in the form of Exhibit B hereto duly
executed by Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer. Upon such surrender
and, if required, such payment, Company shall, subject to Section 9, execute and
deliver a new Warrant or Warrants in the name of the assignee or assignees and
in the denomination specified in such instrument of

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assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A
Warrant, if properly assigned in compliance with Section 9, may be exercised by
a new Holder for the purchase of shares of Common Stock without having a new
Warrant issued.

Division and Combination. Subject to Section 9, this Warrant may be divided or
combined with other Warrants upon presentation hereof at the aforesaid office or
agency of Company, together with a written notice specifying the names and
denominations in which new Warrants are to be issued, signed by Holder or its
agent or attorney. Subject to compliance with Section 3.1 and with Section 9, as
to any transfer which may be involved in such division or combination, Company
shall execute and deliver a new Warrant or Warrants in exchange for the Warrant
or Warrants to be divided or combined in accordance with such notice.

Expenses. Company shall prepare, issue and deliver at its own expense (other
than transfer taxes) the new Warrant or Warrants under this Section 3.

Maintenance of Books. Company agrees to maintain, at its aforesaid office or
agency, books for the registration and the registration of transfer of the
Warrants.

ADJUSTMENTS

The number of shares of Common Stock for which this Warrant is exercisable, or
the price at which such shares may be purchased upon exercise of this Warrant,
shall be subject to adjustment from time to time as set forth in this Section 4.
Company shall give each Holder notice of any event described below which
requires an adjustment pursuant to this Section 4 at the time of such event.

Stock Dividends, Subdivisions and Combinations. If at any time Company shall:
take a record of the holders of its Common Stock for the purpose of entitling
them to receive a dividend payable in, or other distribution of, Additional
Shares of Common Stock,subdivide its outstanding shares of Common Stock into a
larger number of shares of Common Stock, or combine its outstanding shares of
Common Stock into a smaller number of shares of Common Stock, then (i) the
number of shares of Common Stock for which this Warrant is exercisable
immediately after the occurrence of any such event shall be adjusted to equal
the number of shares of Common Stock which a record holder of the same number of
shares of Common Stock for which this Warrant is exercisable immediately prior
to the occurrence of such event would own or be entitled to receive after the
happening of such event, and (ii) the Current Warrant Price shall be adjusted to
equal (A) the Current Warrant Price multiplied by the number of shares of Common
Stock for which this Warrant is exercisable immediately prior to the adjustment
divided by (B) the number of shares for which this Warrant is exercisable
immediately after such adjustment.

Certain Other Distributions and Adjustments. 1) If at any time Company shall
take a record of the holders of its Common Stock for the purpose of entitling
them to receive any dividend or other distribution of: cash,any evidences of its
indebtedness, any shares of its stock or any other securities or property of any
nature whatsoever (other than cash, Convertible Securities or Additional Shares
of Common Stock), or any warrants or other rights to subscribe for or purchase
any evidences of its indebtedness, any shares of its stock or any other
securities or property of any nature whatsoever (other than cash, Convertible
Securities or Additional Shares of Common Stock),then Holder shall be entitled
to receive such dividend or distribution as if Holder had exercised this
Warrant.

A reclassification of the Common Stock (other than a change in par value, or
from par value to no par value or from no par value to par value) into shares of
Common Stock and shares of any other class of stock shall be deemed a
distribution by Company to the holders of its Common Stock of such shares of
such other class of stock within the meaning of paragraph (a) above and, if the
outstanding shares of Common Stock

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shall be changed into a larger or smaller number of shares of Common Stock as a
part of such reclassification, such change shall be deemed a subdivision or
combination, as the case may be, of the outstanding shares of Common Stock
within the meaning of Section 4.1.

Reorganization, Reclassification, Merger, Consolidation or Disposition of
Assets. In case Company shall reorganize its capital, reclassify its capital
stock, consolidate or merge with or into another corporation (where Company is
not the surviving corporation or where there is a change in or distribution with
respect to the Common Stock of Company), or sell, transfer or otherwise dispose
of all or substantially all its property, assets or business to another
corporation and, pursuant to the terms of such reorganization, reclassification,
merger, consolidation or disposition of assets, shares of common stock of the
successor or acquiring corporation, or any cash, shares of stock or other
securities or property of any nature whatsoever (including warrants or other
subscription or purchase rights) in addition to or in lieu of common stock of
the successor or acquiring corporation ("Other Property"), are to be received by
or distributed to the holders of Common Stock of Company, then each Holder shall
have the right thereafter to receive, upon exercise of such Warrant, the number
of shares of common stock of the successor or acquiring corporation or of
Company, if it is the surviving corporation, and Other Property receivable upon
or as a result of such reorganization, reclassification, merger, consolidation
or disposition of assets by a holder of the number of shares of Common Stock for
which this Warrant is exercisable immediately prior to such event. In case of
any such reorganization, reclassification, merger, consolidation or disposition
of assets, the successor or acquiring corporation (if other than Company) shall
expressly assume the due and punctual observance and performance of each and
every covenant and condition of this Warrant to be performed and observed by
Company and all the obligations and liabilities hereunder, subject to such
modifications as may be deemed appropriate (as determined by resolution of the
Board of Directors of Company) in order to provide for adjustments of shares of
Common Stock for which this Warrant is exercisable which shall be as nearly
equivalent as practicable to the adjustments provided for in this Section 4. For
purposes of this Section 4.3, "common stock of the successor or acquiring
corporation" shall include stock of such corporation of any class which is not
preferred as to dividends or assets over any other class of stock of such
corporation and which is not subject to redemption and shall also include any
evidences of indebtedness, shares of stock or other securities which are
convertible into or exchangeable for any such stock, either immediately or upon
the arrival of a specified date or the happening of a specified event and any
warrants or other rights to subscribe for or purchase any such stock. The
foregoing provisions of this Section 4.3 shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or disposition of
assets.

Other Action Affecting Common Stock. In case at any time or from time to time
Company shall take any action in respect of its Common Stock, other than any
action described in this Section 4, then, unless such action will not have a
materially adverse effect upon the rights of the Holders, the number of shares
of Common Stock or other stock for which this Warrant is exercisable and/or the
purchase price thereof shall be adjusted in such manner as may be equitable in
the circumstances.

NOTICES TO WARRANT HOLDERS

Whenever the number of shares of Common Stock for which this Warrant is
exercisable, or whenever the price at which a share of such Common Stock may be
purchased upon exercise of the Warrants, shall be adjusted pursuant to Section
4, Company shall forthwith prepare a certificate to be executed by the chief
financial officer of Company setting forth, in reasonable detail, the event
requiring the adjustment and the method by which such adjustment was calculated,
specifying the number of shares of Common Stock for which this Warrant is
exercisable and (if such adjustment was made pursuant to Section 4.3 or 4.4)
describing the number and kind of any other shares of stock or Other Property
for which this Warrant is exercisable, and any change in the purchase price or
prices thereof, after giving effect to such adjustment or change. Company shall
promptly cause a signed copy of such certificate to be delivered to each Holder
in accordance with Section 15.2. Company shall keep at its office or agency
designated pursuant to Section 12 copies of all such certificates and cause the
same to be available for inspection at said office during

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normal business hours by any Holder or any prospective purchaser of a Warrant
designated by a Holder thereof.

NO IMPAIRMENT

Company shall not by any action, including, without limitation, amending its
articles of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of Holder against impairment.
Without limiting the generality of the foregoing, Company will take all such
action as may be necessary or appropriate in order that Company may validly and
legally issue fully paid and nonassessable shares of Common Stock upon the
exercise of this Warrant, including taking such action as is necessary for the
Current Warrant Price to be not less than the par value of the shares of Common
Stock issuable upon exercise of this Warrant, and (b) use its best efforts to
obtain all such authorizations, exemptions or consents from any public
regulatory body having jurisdiction thereof as may be necessary to enable
Company to perform its obligations under this Warrant.

Upon the request of Holder, Company will at any times during the period this
Warrant is outstanding acknowledge in writing, in form satisfactory to Holder,
the continuing validity of this Warrant and the obligations of Company
hereunder.

RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH OR APPROVAL OF
ANY GOVERNMENTAL AUTHORITY From and after the date hereof, Company shall at all
times reserve and keep available for issue upon the exercise of Warrants such
number of its authorized but unissued shares of Common Stock as will be
sufficient to permit the exercise in full of all outstanding Warrants. All
shares of Common Stock which shall be so issuable, when issued upon exercise of
any Warrant and payment therefor in accordance with the terms of such Warrant,
shall be duly and validly issued and fully paid and nonassessable, and not
subject to preemptive rights.

Before taking any action which would result in an adjustment in the number of
shares of Common Stock for which this Warrant is exercisable or in the Current
Warrant Price, Company shall obtain all such authorizations or exemptions
thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.

If any shares of Common Stock required to be reserved for issuance upon exercise
of Warrants require registration or qualification with any governmental
authority or other governmental approval or filing under any federal or state
law (otherwise than as provided in Section 9) before such shares may be so
issued, Company will in good faith and as expeditiously as possible and at its
expense endeavor to cause such shares to be duly registered or such approval to
be obtained or filing made.

TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS

In the case of all dividends or other distributions by Company to the holders of
its Common Stock with respect to which any provision of Section 4 refers to the
taking of a record of such holders, Company will in each such case take such a
record and will take such record as of the close of business on a Business Day.
Company will not at any time, except upon dissolution, liquidation or winding up
of Company, close its stock transfer books or Warrant transfer books so as to
result in preventing or delaying the exercise or transfer of any Warrant.

RESTRICTIONS ON TRANSFERABILITY

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The Warrants and the Warrant Stock shall not be transferred, hypothecated or
assigned before satisfaction of the conditions specified in this Section 9,
which conditions are intended to ensure compliance with the provisions of the
Securities Act with respect to the Transfer of any Warrant or any Warrant Stock.
Holder, by acceptance of this Warrant, agrees to be bound by the provisions of
this Section 9.

Restrictive Legend. 2) Except as otherwise provided in this Section 9, each
certificate for Warrant Stock initially issued upon the exercise of this
Warrant, and each certificate for Warrant Stock issued to any subsequent
transferee of any such certificate, shall be stamped or otherwise imprinted with
a legend in substantially the following form:

"The shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended, and may not be transferred in violation of
such Act or the rules and regulations thereunder." Except as otherwise provided
in this Section 9, each Warrant shall be stamped or otherwise imprinted with a
legend in substantially the following form: "This Warrant and the securities
represented hereby have not been registered under the Securities Act of 1933, as
amended, and may not be transferred in violation of such Act, the rules and
regulations thereunder or the provisions of this Warrant."

Restrictions on Transfer; Registration of Transfers and Exchanges. Prior to any
proposed transfer of the Warrants or the Warrant Stock, unless such transfer is
(a) made pursuant to an effective registration statement under the Securities
Act, or (b) to an affiliate of the Holder, the transferring Holder will deliver
to Company an opinion of counsel, reasonably satisfactory in form and substance
to Company, to the effect that the Warrants or Warrant Stock, as applicable, may
be sold or otherwise transferred without registration under the Securities Act.
No Warrant may be transferred to any Person unless the issuance of Warrant Stock
to such Person upon the exercise of such Warrant would be exempt from
registration under the Securities Act.

Shelf Registration Statement. Company shall prepare and file with the Commission
a Registration Statement for an offering to be made on a continuous basis
pursuant to Rule 415 covering all of the Warrant Stock (the "Shelf Registration
Statement"). The Shelf Registration Statement shall be on the appropriate form
permitting registration of the Warrant Stock for resale by the holders thereof
in the manner designated by them. Company shall not permit any securities other
than the Warrant Stock to be included in the Shelf Registration Statement.

Registration Procedures.

Company will:

prepare and file with the Commission the Shelf Registration Statement on for
before June 9, 2000 and use its best efforts to cause the Shelf Registration
Statement to be declared effective under the Securities Act on or prior to
August 9, 2000, and to keep the Shelf Registration Statement continuously
effective under the Securities Act until August 9, 2004 or such shorter period
ending when all shares of Warrant Stock have been sold in the manner set forth
and as contemplated in the Shelf Registration Statement (the "Effectiveness
Period") as expeditiously as possible, prepare and file with the Commission such
amendments and supplements to the Shelf Registration Statement and the
prospectus used in connection therewith or any document incorporated therein by
reference as may be necessary to keep the Shelf Registration Statement effective
and to comply with the provisions of the Securities Act with respect to the sale
or other disposition of all Warrant Stock until the expiration of the
Effectiveness Period; provided, however, that Company shall not be required to
amend or supplement the Shelf Registration Statement or the prospectus used in
connection therewith or any document incorporated therein by reference, in the
event that, and for a period not to exceed 90 consecutive days or an aggregate
of 180 days in any 12-month period if, (I) an event occurs and

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<PAGE>

is continuing as a result of which the Shelf Registration Statement would, in
Company's good faith judgment, contain an untrue statement of material fact or
omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading and
(ii)(a) Company determines in its good faith judgment that the disclosure of
such event at such time would have a material adverse effect on the business,
operations or prospectus of Company or (b) the disclosure otherwise relates to a
pending material business transaction that has not been publicly disclosed;

as expeditiously as possible, furnish to the holders of Warrant holders such
number of copies of a summary prospectus or other prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents, as such holders may reasonably request;as
expeditiously as possible, use its best efforts to register or qualify the
securities covered by the Shelf Registration Statement under such other
securities or blue sky laws of such jurisdictions within the United States and
Puerto Rico as each holder of such securities shall request (provided, however,
that Company shall not be obligated to qualify as a foreign corporation to do
business under the laws of any jurisdiction in which it is not then qualified or
to file any general consent to service or process), and do such other reasonable
acts and things as may be required of it to enable such holder to consummate the
disposition in such jurisdiction of the Warrant Stock; and as expeditiously as
possible, otherwise use its best efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as
soon as reasonably practicable, but not later than 18 months after the effective
date of the Shelf Registration Statement, an earnings statement covering a
period of at least 12 months beginning after the effective date of the Shelf
Registration Statement, which earnings statements shall satisfy the provisions
of Section 11(a) of the Securities Act.

It shall be a condition precedent to the obligation of Company under to this
Section 9 that the holders of the Warrant Stock shall furnish to Company such
information regarding the Warrant Stock held by such holders and the intended
method of disposition thereof as Company shall reasonably request and as shall
be required in connection with the action taken by Company.

Expenses. All expenses incurred in complying with Section 9, including, without
limitation, all registration and filing fees (including all expenses incident to
filing with the NASD), printing expenses, fees and disbursements of counsel for
Company, the reasonable fees and expenses of one counsel for the holders of the
Warrant Stock (selected by the Majority Holders), expenses of any special audits
incident to or required by any such registration and expenses of complying with
the securities or blue sky laws of any jurisdictions pursuant to Section 9.4(d),
shall be paid by Company.

Indemnification and Contribution. i) Company shall indemnify and hold harmless
the holder of the Warrant Stock, such holder's directors and officers, and each
other Person who participated in the offering of such Warrant Stock and each
other Person, if any, who controls such holder or such participating Person
within the meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which such holder or any such director or
officer or participating Person or controlling Person may become subject under
the Securities Act or any other statute or at common law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon (i) any alleged untrue statement of any material fact
contained, on the effective date thereof, in the Shelf Registration Statement
under which such securities were registered under the Securities Act, any
preliminary prospectus or final prospectus contained therein, or any amendment
or supplement thereto, or (ii) any alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and shall reimburse such holder or such director, officer or
participating Person or controlling Person for any legal or any other expenses
reasonably incurred by such holder or such director, officer or participating
Person or controlling Person in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that Company
shall not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any alleged untrue

                                       9
<PAGE>

statement or alleged omission made in the Shelf Registration Statement,
preliminary prospectus, prospectus or amendment or supplement in reliance upon
and in conformity with written information furnished to Company by such holder
specifically for use therein. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of such holder or
such director, officer or participating Person or controlling Person, and shall
survive the transfer of such securities by such holder. Each holder of any
Warrant Stock, by acceptance thereof, agrees to indemnify and hold harmless
Company, its directors and officers and each other Person, if any, who controls
Company within the meaning of the Securities Act against any losses, claims,
damages or liabilities, joint or several, to which Company or any such director
or officer or any such Person may become subject under the Securities Act or any
other statute or at common law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
information in writing provided to Company by such holder of such Warrant Stock
specifically for use in the following documents and contained, on the effective
date thereof, in the Shelf Registration Statement, any preliminary prospectus or
final prospectus contained therein, or any amendment or supplement thereto, but
in an amount not to exceed the net proceeds received by such holder in the
offering.

If the indemnification provided for in this Section 9 from the indemnifying
party is unavailable to an indemnified party hereunder in respect of any losses,
claims, damages, liabilities or expenses referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses in such proportion as
is appropriate to reflect the relative fault of the indemnifying party and
indemnified parties in connection with the actions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or
indemnified parties, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include any legal or other
fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding. The liability of any holder of Warrant Stock
hereunder shall not exceed the net proceeds received by it in the offering.

The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 9.6(c) were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. 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.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section
9, the restrictions imposed by this Section upon the transferability of the
Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock
issuable upon the exercise of the Warrants) and the legend requirements of
Section 9.1 shall terminate as to any particular Warrant or share of Warrant
Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of
the Warrants) (i) when and so long as such security shall have been effectively
registered under the Securities Act and disposed of pursuant thereto or (ii)
when Company shall have received an opinion of counsel reasonably satisfactory
to it that such shares may be transferred without registration thereof under the
Securities Act. Whenever the restrictions imposed by Section 9 shall terminate
as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled
to receive from Company, at the expense of Company, a new Warrant without the
restrictive legend set forth in Section 9.1(b). Whenever the restrictions
imposed by this Section shall terminate as to any share of Restricted Common
Stock, as hereinabove provided, the holder thereof shall be

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<PAGE>

entitled to receive from Company, at Company's expense, a new certificate
representing such Common Stock not bearing the restrictive legend set forth in
Section 9.1(a).

Representations of GE Capital. GE Capital represents and warrants to Company
that: it is purchasing the Warrant solely for its own account and not as nominee
or agent for any other person and not with a view to, or for offer or sale in
connection with, any current distribution thereof (within the meaning of the
Securities Act) that would cause the original purchase of the Warrant to be in
violation of the securities laws of the United States of America, without
prejudice, however, to its right at all times to sell or otherwise dispose of
all or any part of the Warrant pursuant to a registration statement under
Securities Act or pursuant to an exemption from the registration requirements of
the Securities Act, and subject to the disposition of its property being at all
times within its control.

GE Capital is knowledgeable, sophisticated and experienced in business and
financial matters and in investing in privately held and public business
enterprises; it has previously invested in securities similar to the Warrant and
it acknowledges that the Warrant has not been registered under the Securities
Act and understands that the Warrant must be held indefinitely unless it is
subsequently registered under the Securities Act or such sale is permitted
pursuant to an available exemption from such registration requirement; it is
able to afford the complete loss of such investment; and it is an "accredited
investor" as defined in Regulation D promulgated under the Securities Act.

GE Capital did not make its investment decision to purchase the Warrant based on
any form of general solicitation or general advertising used by Company,
including, but not limited to, advertisements, articles, notices or other
communications published in any newspaper, magazine or similar medium or
broadcast over television or radio, or any seminar or meeting whose attendees
have been invited by any general solicitation or general advertising.

Listing on Securities Exchange. If Company shall list (or shall currently have
listed) any shares of Common Stock on any securities exchange or Nasdaq, it
will, at its expense, list thereon, maintain and, when necessary, increase such
listing of, all shares of Common Stock issued or, to the extent permissible
under the applicable securities exchange rules, issuable upon the exercise of
this Warrant so long as any shares of Common Stock shall be so listed during any
such Exercise Period.

SUPPLYING INFORMATION

Company shall cooperate with each Holder of a Warrant and each holder of
Restricted Common Stock in supplying such information as may be reasonably
necessary for such holder to complete and file any information reporting forms
presently or hereafter required by the Commission as a condition to the
availability of an exemption from the Securities Act for the sale of any Warrant
or Restricted Common Stock.

LOSS OR MUTILATION

Upon receipt by Company from any Holder of evidence reasonably satisfactory to
it of the ownership of and the loss, theft, destruction or mutilation of this
Warrant and indemnity reasonably satisfactory to it (it being understood that
the written agreement of GE Capital shall be sufficient indemnity), and in case
of mutilation upon surrender and cancellation hereof, Company will execute and
deliver in lieu hereof a new Warrant of like tenor to such Holder; provided, in
the case of mutilation, no indemnity shall be required if this Warrant in
identifiable form is surrendered to Company for cancellation.

OFFICE OF COMPANY

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<PAGE>

As long as any of the Warrants remain outstanding, Company shall maintain an
office or agency (which may be the principal executive offices of Company) where
the Warrants may be presented for exercise, registration of transfer, division
or combination as provided in this Warrant.

FINANCIAL AND BUSINESS INFORMATION

Quarterly Information. To the extent Company is not required to file quarterly
reports (pursuant to the Exchange Act) with the Commission, Company will deliver
to each Holder, as soon as practicable after the end of each of the first three
quarters of Company, and in any event within 45 days thereafter, one copy of an
unaudited consolidated balance sheet of Company and its subsidiaries as at the
close of such quarter, and the related unaudited consolidated statements of
income and cash flows of Company for such quarter and, in the case of the second
and third quarters, for the portion of the fiscal year ending with such quarter,
setting forth in each case in comparative form the figures for the corresponding
periods in the previous fiscal year. Such financial statements shall be prepared
by Company in accordance with GAAP (without period-end adjustments or footnotes)
and accompanied by the certification of Company's chief executive officer or
chief financial officer that such financial statements are complete and correct
and present fairly the consolidated financial position, results of operations
and cash flows of Company and its subsidiaries as at the end of such quarter and
for such year-to-date period, as the case may be.

Annual Information. To the extent Company is not required to file annual reports
(pursuant to the Exchange Act) with the Commission, Company will deliver to each
Holder as soon as practicable after the end of each fiscal year of Company, and
in any event within 90 days thereafter, one copy of: an audited consolidated
balance sheet of Company and its subsidiaries as at the end of such year, and
audited consolidated statements of income and cash flows of Company and its
subsidiaries for such year; setting forth in each case in comparative form the
figures for the corresponding periods in the previous fiscal year, all prepared
in accordance with GAAP, and which audited financial statements shall be
accompanied by (i) an opinion thereon of the independent certified public
accountants regularly retained by Company, or any other firm of independent
certified public accountants of recognized national standing selected by Company
and (ii) a report of such independent certified public accountants confirming
any adjustment made pursuant to Section 4 during such year.

Filings. Company will deliver to Holder promptly upon their becoming available
one copy of each report, notice or proxy statement sent by Company to its
stockholders generally, and of each regular or periodic report (pursuant to the
Exchange Act), filed by Company with (i) the Commission or (ii) any securities
exchange on which shares of Common Stock are listed.

LIMITATION OF LIABILITY

No provision hereof, in the absence of affirmative action by Holder to purchase
shares of Common Stock, and no enumeration herein of the rights or privileges of
Holder hereof, shall give rise to any liability of such Holder for the purchase
price of any Common Stock or as a stockholder of Company, whether such liability
is asserted by Company or by creditors of Company.

MISCELLANEOUS

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise
any right hereunder on the part of Holder shall operate as a waiver of such
right or otherwise prejudice Holder's rights, powers or remedies. If Company
fails to make, when due, any payments provided for hereunder, or fails to comply
with any other provision of this Warrant, Company shall pay to Holder such
amounts as shall be sufficient to cover any costs and expenses including, but
not limited to, reasonable attorneys' fees, including those of appellate
proceedings, incurred by Holder in collecting any amounts due pursuant hereto or
in otherwise enforcing any of its rights, powers or remedies hereunder.

                                       12
<PAGE>

Notice Generally. Any notice, demand, request, consent, approval, declaration,
delivery or other communication hereunder to be made pursuant to the provisions
of this Warrant shall be sufficiently given or made if in writing and either
delivered in person with receipt acknowledged or sent by registered or certified
mail, return receipt requested, postage prepaid, or by telecopy and confirmed by
telecopy answerback, addressed as follows:

If to any Holder or holder of Warrant Stock, at its last known address appearing
on the books of Company maintained for such purpose.
If to Company at
Modem Media.Poppe Tyson, Inc.
230 East Avenue
Norwalk, Connecticut 06855
Attention: Chief Financial Officer
Telecopy Number: (203) 299-7060

or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration, delivery or other communication hereunder shall
be deemed to have been duly given or served on the date on which personally
delivered, with receipt acknowledged, telecopied and confirmed by telecopy
answerback, or three (3) Business Days after the same shall have been deposited
in the United States mail. Failure or delay in delivering copies of any notice,
demand, request, approval, declaration, delivery or other communication to the
person designated above to receive a copy shall in no way adversely affect the
effectiveness of such notice, demand, request, approval, declaration, delivery
or other communication.

Remedies. Each holder of Warrant and Warrant Stock, in addition to being
entitled to exercise all rights granted by law, including recovery of damages,
will be entitled to specific performance of its rights under Section 9 of this
Warrant. Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of Section 9
of this Warrant and hereby agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

Successors and Assigns. Subject to the provisions of Sections 3.1 and 9, this
Warrant and the rights evidenced hereby shall inure to the benefit of and be
binding upon the successors of Company and the successors and assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of all Holders
from time to time of this Warrant and, with respect to Section 9 hereof, holders
of Warrant Stock, and shall be enforceable by any such Holder or holder of
Warrant Stock.

Amendment. This Warrant and all other Warrants may be modified or amended or the
provisions hereof waived with the written consent of Company and the Majority
Holders, provided that no such Warrant may be modified or amended to reduce the
number of shares of Common Stock for which such Warrant is exercisable or to
increase the price at which such shares may be purchased upon exercise of such
Warrant (before giving effect to any adjustment as provided therein) without the
prior written consent of the Holder thereof.

Severability. Wherever possible, each provision of this Warrant shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Warrant.

                                       13
<PAGE>

Headings. The headings used in this Warrant are for the convenience of reference
only and shall not, for any purpose, be deemed a part of this Warrant.

Governing Law. This Warrant shall be governed by the laws of the State of New
York, without regard to the provisions thereof relating to conflict of laws.

IN WITNESS WHEREOF, Company has caused this Warrant to be duly executed by its
authorized officer.
Dated: August 9, 1999

                                        MODEM MEDIA.POPPE TYSON, INC.
                                        /s/: Robert Allen
                                        President and COO

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