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                                                                   EXHIBIT 10.14

                               SCREAMINGMEDIA INC.
                           2000 EQUITY INCENTIVE PLAN

1.       Purpose and Types of Awards.

         The purpose of the ScreamingMedia Inc. 2000 Equity Incentive Plan (the
"Plan") is to promote the long-term growth and profitability of ScreamingMedia
Inc., a Delaware corporation (the "Company") by (i) providing key people with
incentives to improve stockholder value and to contribute to the growth and
financial success of the Company, and (ii) enabling the Company to attract,
retain and reward the best available persons for positions of substantial
responsibility.

         The Plan permits the granting of Options (including Incentive Stock
Options), Restricted Stock, Phantom Stock, Stock Bonuses and other stock-based
Awards.

2.       Definitions.

         Under the Plan, except where the context otherwise indicates, the
         following definitions apply:

         (a)      "Affiliate" shall mean any entity, whether now or hereafter
                  existing, that controls, is controlled by, or is under common
                  control with, the Company (including, but not limited to,
                  joint ventures, limited liability companies, and
                  partnerships). For this purpose, "control" shall mean
                  ownership of 50% or more of the voting power of the entity.

         (b)      "Award" shall mean any Option, Restricted Stock, Phantom
                  Stock, Stock Bonus or Other Award granted under the Plan.

         (c)      "Award Agreement" shall mean the written agreement between the
                  Company and a Grantee evidencing an Award.

         (d)      "Board" shall mean the Board of Directors of the Company.

         (e)      "Cause" shall mean, unless a Grantee is a party to a written
                  employment agreement with the Company or an Affiliate which
                  contains a definition of "cause," "termination for cause" or
                  any other similar term or phrase, in which case "Cause" shall
                  have the meaning set forth
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                  in such agreement: (1) an act or omission by a Grantee that
                  would reasonably be expected to cause injury to the business
                  and affairs of the Company or an Affiliate, monetarily or
                  otherwise; (2) the chronic use of alcohol, drugs or other
                  similar substances affecting a Grantee's work performance; or
                  (3) a Grantee being convicted of, or pleading guilty or nolo
                  contendere to a felony or other crime involving theft, fraud
                  or moral turpitude. The good faith determination by the
                  Committee of whether a Grantee's employment or service
                  relationship was terminated by the Company for 'Cause' shall
                  be final and binding for all purposes hereunder.

         (f)      "Change in Control" shall be deemed to have occurred if the
                  event set forth in any one of the following paragraphs shall
                  have occurred: (1) any Person is or becomes the "Beneficial
                  Owner" (as defined in Rule 13d-3 under the Exchange Act),
                  directly or indirectly, of securities of the Company (not
                  including in the securities Beneficially Owned by such Person
                  any securities acquired directly from the Company) rep-
                  resenting 25% or more of the voting power of the Company's
                  then outstanding securities, excluding any Person who becomes
                  such a Beneficial Owner in connection with a transaction
                  described in sub-clause (A) of clause (3) below; (2) the
                  following individuals cease for any reason to constitute a
                  majority of the number of directors then serving: individuals
                  who, on the Effective Date, constitute the Board and any new
                  director (other than a director whose initial assumption of
                  office is in connection with an actual or threatened election
                  contest, including but not limited to a consent solicitation,
                  relating to the election of directors of the Company) whose
                  appointment or election by the Board or nomination for
                  election by the Company's stockholders was approved or
                  recommended by a vote of at least two-thirds (2/3) of the
                  directors then still in office who either were directors on
                  the Effective Date or whose appointment, election or
                  nomination for election was previously so approved or
                  recommended; (3) there is consummated a merger or
                  consolidation of the Company with any other corporation other
                  than (A) a merger or consolidation which would result in the
                  voting securities of the Company outstanding immediately prior
                  to such merger or consolidation continuing to represent
                  (either by remaining outstanding or by being converted into
                  voting securities of the surviving entity or any parent
                  thereof) at least 50% of the combined voting power of the
                  voting securities of the

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                  Company or such surviving entity or any parent thereof
                  outstanding immediately after such merger or consolidation, or
                  (B) a merger or consolidation effected to implement a
                  recapitalization of the Company (or similar transaction) in
                  which no Person is or becomes the Beneficial Owner, directly
                  or indirectly, of securities of the Company (not including in
                  the securities Beneficially Owned by such Person any
                  securities acquired directly from the Company) representing
                  25% or more of the combined voting power of the Company's then
                  outstanding securities; or (4) the stockholders of the
                  Company approve a plan of complete liquidation or dissolution
                  of the Company or there is consummated an agreement for the
                  sale or disposition by the Company of all or substantially
                  all of the Company's assets, other than a sale or disposition
                  by the Company of all or substantially all of the Company's
                  assets to an entity at least 50% of the combined voting power
                  of the voting securities of which are owned by Persons in
                  substantially the same proportions as their ownership of the
                  Company immediately prior to such sale.

         (g)      "Code" shall mean the Internal Revenue Code of 1986, as
                  amended from time to time, and any regulations promulgated
                  thereunder.

         (h)      "Committee" shall have the meaning set forth in Section 3
                  hereof.

         (i)      "Company" shall mean ScreamingMedia Inc., a Delaware
                  corporation, and its successors.

         (j)      "Common Stock" shall mean the common stock of the Company, par
                  value $.01 per share.

         (k)      "Constructive Termination" shall mean, unless a Grantee is a
                  party to a written employment agreement with the Company or an
                  Affiliate which contains a definition of "constructive
                  termination," "termination for good reason" or any other
                  similar term or phrase, in which case "Constructive
                  Termination" shall have the meaning set forth in such
                  agreement: (i) a material reduction in the Grantee's
                  compensation, or (ii) relocation of the Grantee's primary
                  place of business more than 25 miles from the location in
                  effect as of the date of grant of the Award.

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         (l)      "Disability" shall mean: (1) any physical or mental condition
                  that would qualify a Grantee for a disability benefit under
                  the long-term disability plan maintained by the Company and
                  applicable to him or her; (2) when used in connection with the
                  exercise of an Incentive Stock Option following termination of
                  employment, disability within the meaning of Section 22(e)(3)
                  of the Code, or (3) such other condition as may be determined
                  in the sole discretion of the Committee to constitute
                  Disability.

         (m)      "Effective Date" shall have the meaning set forth in Section
                  30.

         (n)      "Exchange Act" shall mean the Securities Exchange Act of 1934,
                  as amended from time to time.

         (o)      "Fair Market Value" of a share of the Common Stock for any
                  purpose on a particular date shall be determined in a manner
                  such as the Committee shall in good faith determine to be
                  appropriate; provided, however, that in the case of Incentive
                  Stock Options, the determination of Fair Market Value shall
                  be made by the Committee in good faith in conformance with the
                  Treasury Regulations under Section 422 of the Code; and
                  provided, further, that with respect to Awards granted on the
                  date of the consummation of the Initial Public Offering, the
                  "Fair Market Value" of a share of Common Stock on such date
                  shall be the initial price to the public as set forth in the
                  final prospectus included within the registration statement on
                  form S-1 filed with the Securities and Exchange Commission for
                  the Initial Public Offering.

         (p)      "Grant Date" shall mean the date on which the Committee
                  formally acts to grant an Award to a Grantee or such other
                  date as the Committee shall so designate at the time of taking
                  such formal action.

         (q)      "Grantee" shall mean a person granted an Award pursuant to the
                  Plan.

         (r)      "Incentive Stock Option" shall mean an Option that is an
                  "incentive stock option" within the meaning of Section 422 of
                  the Code, or any successor provision, and that is designated
                  by the Committee as an Incentive Stock Option.

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         (s)      "Initial Public Offering" shall mean the initial public
                  offering of shares of Common Stock, as registered with the
                  Securities and Exchange Commission.

         (t)      "Issue Date" shall mean the date established by the Company on
                  which certificates representing shares of Restricted Stock
                  shall be issued by the Company pursuant to the terms of
                  Section 8(e).

         (u)      "Non-Qualified Stock Option" shall mean an Option other than
                  an Incentive Stock Option.

         (v)      "Option" shall mean an option to purchase shares of Common
                  Stock granted pursuant to Section 7.

         (w)      "Other Award" shall mean an award granted pursuant to Section
                  11 hereof.

         (x)      "Parent" shall mean a corporation, whether now or hereafter
                  existing, within the meaning of the definition of "parent
                  corporation" provided in Section 424(e) of the Code, or any
                  successor thereto of similar import.

         (y)      "Partial Exercise" shall mean an exercise of an Award for less
                  than the full extent permitted at the time of such exercise.

         (z)      "Performance Goals" shall mean performance goals determined by
                  the Committee in its sole discretion. Such goals may be based
                  on one or more or none of the following criteria: (1) pre-tax
                  income or after-tax income, (2) operating profit, (3) return
                  on equity, assets, capital or investment, (4) earnings or book
                  value per share, (5) sales or revenues, (6) operating
                  expenses, (7) Common Stock price appreciation; (8)
                  implementation or completion of critical projects or
                  processes; or (9) comparison of actual performance during a
                  performance period against budget for such period; (10) growth
                  of revenue, which growth may be expressed in terms of absolute
                  numbers and/or as a percentage increase; or (11) reductions in
                  expenses, which reductions may be expressed in terms of
                  absolute numbers and/or as a percentage decrease; provided
                  that with respect to clauses (10) and (11), such achievement
                  may be measured against budget for the same period.

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                  Where applicable, the Performance Goals may be expressed in
                  terms of attaining a specified level of the particular
                  criteria or the attainment of a percentage increase or
                  decrease in the particular criteria, and may be applied to one
                  or more of the Company, a Subsidiary or Affiliate, or a
                  division or strategic business unit of the Company, or may be
                  applied to the performance of the Company relative to a market
                  index, a group of other companies or a combination thereof,
                  all as determined by the Committee. The Performance Goals may
                  include a threshold level of performance below which no
                  vesting will occur, levels of performance at which specified
                  vesting will occur, and a maximum level of performance at
                  which full vesting will occur. Each of the foregoing
                  Performance Goals shall be determined in accordance with
                  generally accepted accounting principles and shall be subject
                  to certification by the Committee; provided, however, that the
                  Committee shall have the authority to make equitable
                  adjustments to the Performance Goals in recognition of unusual
                  or non-recurring events affecting the Company or any
                  Subsidiary or Affiliate or the financial statements of the
                  Company or any Subsidiary or Affiliate in response to changes
                  in applicable laws or regulations, or to account for items of
                  gain, loss or expense determined to be extraordinary or
                  unusual in nature or infrequent in occurrence or related to
                  the disposal of a segment of a business or related to a change
                  in accounting principles.

         (aa)     "Person" shall have the meaning given in Section 3(a)(9) of
                  the Exchange Act, as modified and used in Sections 13(d) and
                  14(d) thereof, except that such term shall not include: (1)
                  the Company or any of its subsidiaries; (2) a trustee or other
                  fiduciary holding securities under an employee benefit plan
                  of the Company or any of its Affiliates; (3) an underwriter
                  temporarily holding securities pursuant to an offering of such
                  securities; or (4) a corporation owned, directly or
                  indirectly, by the stockholders of the Company in
                  substantially the same proportions as their ownership of stock
                  of the Company.

         (ab)     "Phantom Stock" shall mean the right, granted pursuant to
                  Section 9, to receive in cash or shares the Fair Market Value
                  of a share of Common Stock.

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         (ac)     "Restricted Stock" shall mean a share of Common Stock which is
                  granted pursuant to the terms of Section 8 hereof and which is
                  subject to the restrictions set forth in Section 8(c).

         (ad)     "Retirement" shall mean termination of a Grantee's employment
                  or service, other than for Cause, on or after attainment of
                  age 65.

         (ae)     "Rule 16b-3" shall mean the Rule 16b-3 promulgated under the
                  Exchange Act, as amended from time to time.

         (af)     "Securities Act" shall mean the Securities Act of 1933, as
                  amended from time to time.

         (ag)     "Stock Bonus" shall mean a bonus payable in shares of Common
                  Stock granted pursuant to Section 10.

         (ah)     "Subsidiary" and "Subsidiaries" shall mean only a corporation
                  or corporations, whether now or hereafter existing, within the
                  meaning of the definition of "subsidiary corporation" provided
                  in Section 424(f) of the Code, or any successor thereto of
                  similar import.

         (ai)     "Vesting Date" shall mean the date established by the Board on
                  which a share of Restricted Stock or Phantom Stock may vest.

3. Administration of the Plan.

         The Plan shall be administered by the Board; provided, however, that
the Board may establish one or more committees (the "Committee") which may, to
the extent set forth in the resolutions establishing such Committee or
Committees, be authorized to grant Awards to, and administer such Awards with
respect to, those Grantees who are subject to Section 16 of the Exchange Act
with respect to the Company ("Section 16 Grantees") or who are executive
officers of the Company. Any such Committee that is authorized to grant Awards
to Section 16 Grantees (a "Section 16 Committee") shall, to the extent necessary
to comply with Rule 16b-3 promulgated under the Exchange Act, be comprised of
two or more "non-employee directors" within the meaning of such Rule, and any
such Committee that is authorized to grant Awards to executive officers of the
Company (which may or may not be the same Committee as the Section 16 Committee)
shall, to the extent necessary to comply with Section 162(m) of the Code, be
comprised of two or more "outside


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directors" within the meaning of such Section. In the event that the Board is
the administrator of the Plan in lieu of a Committee, the term "Committee" as
used herein shall be deemed to mean the Board. The Committee shall have the
authority in its sole discretion, subject to and not inconsistent with the
express provisions of the Plan, to administer the Plan and to exercise all the
powers and authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan, including, without
limitation, the authority to grant Awards; to determine the persons to whom and
the time or times at which Awards shall be granted; to determine the type and
number of Awards to be granted, the number of shares of Common Stock to which an
Award may relate and the terms, conditions, restrictions and Performance Goals
relating to any Award; to determine whether, to what extent, and under what
circumstances an Award may be settled, cancelled, forfeited, exchanged, or
surrendered; to make adjustments in the Performance Goals in recognition of
unusual or non-recurring events affecting the Company or the financial
statements of the Company, or in response to changes in applicable laws,
regulations, or accounting principles; to construe and interpret the Plan and
any Award; to prescribe, amend and rescind rules and regulations relating to the
Plan; to determine the terms and provisions of Award Agreements; and to make all
other determinations deemed necessary or advisable for the administration of the
Plan.

         The Committee may, in its absolute discretion, without amendment to the
Plan (a) accelerate the date on which any Option granted under the Plan becomes
exercisable; (b) waive or amend the operation of Plan provisions respecting
exercise after termination of employment or otherwise adjust any of the terms of
such Option; (c) accelerate the Vesting Date or Issue Date, or waive any
condition imposed hereunder, with respect to any share of Restricted Stock,
Phantom Stock or Other Award; or (d) otherwise adjust any of the terms
applicable to any such Award; provided, however.

         No member of the Board or the Committee shall be liable for any action,
omission or determination relating to the Plan, and the Company shall indemnify
(to the extent permitted under Delaware law and the bylaws of the Company) and
hold harmless each member of the Board, the Committee and each other employee of
the Company to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated against any cost or expense
(including counsel fees) or liability (including any sum paid in settlement of a
claim with the approval of the Board or the Committee) arising out of any
action, omission or determination relating to the Plan, unless, in either case,
such action, omission or determination was

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taken or made by such director or employee in bad faith and without reasonable
belief that it was in the best interests of the Company.

4.       Stock Subject to the Plan.

         (a)      Shares Available for Awards.

                  The maximum number of shares of Common Stock reserved for
                  issuance under the Plan shall be 4,000,000 shares (subject to
                  adjustment as provided herein). Following an Initial Public
                  Offering, the maximum number of shares of Common Stock that
                  may be made subject to Options with respect to any executive
                  officer of the Company with respect to any 12-month period
                  during the term of the Plan shall be 1,000,000. Such shares
                  may be authorized but unissued Common Stock or authorized and
                  issued Common Stock held in the Company's treasury. The
                  Committee may direct that any stock certificate evidencing
                  shares issued pursuant to the Plan shall bear a legend setting
                  forth such restrictions on transferability as may apply to
                  such shares pursuant to the Plan.

         (b)      Adjustment for Change in Capitalization.

                  In the event that the Committee shall determine that any
                  dividend or other distribution (whether in the form of cash,
                  Common Stock, or other property), recapitalization, Common
                  Stock split, reverse Com mon Stock split, reorganization,
                  merger, consolidation, spin-off, combination, repurchase, or
                  share exchange, or other similar corporate transaction or
                  event, affects the Common Stock such that an adjustment is
                  appropriate in order to prevent dilution or enlargement of the
                  rights of Grantees under the Plan, then the Committee shall
                  make such equitable changes or adjustments as it deems
                  necessary or appropriate to any or all of (1) the number and
                  kind of shares of Common Stock which may thereafter be issued
                  in connection with Awards, (2) the number and kind of shares
                  of Common Stock issued or issuable in respect of outstanding
                  Awards, (3) the exercise price, grant price or purchase price
                  relating to any Award, and (4) the maximum number of shares
                  subject to Awards which may be awarded to any employee during
                  any tax year of the Company; provided, however, that, with

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                  respect to Incentive Stock Options, such adjustment shall be
                  made in accordance with Section 424 of the Code.

         (c)      Re-use of Shares.

                  Any shares of Common Stock subject to an Award that remain
                  unissued upon the cancellation, surrender, exchange or
                  termination of such award for any reason whatsoever; and any
                  shares of Restricted Stock forfeited shall again become
                  available for Awards.

5.       Eligibility.

         The persons who shall be eligible to receive Awards pursuant to the
Plan shall be such directors, officers, employees and consultants of the
Company, or any Affiliate of the Company, as may be selected by the Committee
from time to time.

6.       Awards Under the Plan; Award Agreement.

         The Committee may grant Options, shares of Restricted Stock, shares of
Phantom Stock, Stock Bonuses and Other Awards in such amounts and with such
terms and conditions as the Committee shall determine, subject to the provisions
of the Plan.

         Each Award granted under the Plan (except an unconditional Stock Bonus)
shall be evidenced by an Award Agreement which shall contain such provisions as
the Committee may in its sole discretion deem necessary or desirable. By
accepting an Award, a Grantee thereby agrees that the award shall be subject to
all of the terms and provisions of the Plan and the applicable Award Agreement.

7.       Options.

         (a)      Identification of Options.

                  Each Option shall be clearly identified in the applicable
                  Award Agreement as either an Incentive Stock Option or a
                  Non-Qualified Stock Option.


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         (b)      Exercise Price.

                  Each Award Agreement with respect to an Option shall set forth
                  the amount (the "option exercise price") payable by the
                  Grantee to the Company upon exercise of the Option. The option
                  exercise price per share shall be determined by the Committee;
                  provided, however, that in the case of an Incentive Stock
                  Option, the option exercise price shall in no event be less
                  than the Fair Market Value of a share of Common Stock on the
                  Grant Date.

         (c)      Term and Exercise of Options.

                  (1)      Unless earlier terminated pursuant to the provisions
                           of the Plan or Award Agreement, each Option shall
                           become vested in accordance with the vesting schedule
                           specified in the Award Agreement, which vesting
                           schedule shall be determined by the Committee in its
                           sole discretion. The Committee shall determine the
                           expiration date of each Option; provided, however,
                           that no Option shall be exercisable more than 10
                           years after the Grant Date.

                  (2)      Notwithstanding the provisions of subsection (1)
                           above, the exercisability of Options granted pursuant
                           to this Section 7 may be subject to the attainment by
                           the Company of Performance Goals pre-established by
                           the Committee. The exercisability of Options (or
                           portions thereof) under this sub-section (2) shall
                           not be effective unless the attainment of such
                           Performance Goals has been certified by the
                           Committee.

                  (3)      An Option may be exercised for all or any portion of
                           the shares as to which it is exercisable, provided
                           that no Partial Exercise of an Option shall be for
                           less than 100 shares of Common Stock. The Partial
                           Exercise of an Option shall not cause the expiration,
                           termination or cancellation of the remaining portion
                           thereof.

                  (4)      An Option shall be exercised by delivering notice to
                           the Company's principal office, to the attention of
                           its Secretary. Such


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                           notice shall be accompanied by the applicable Award
                           Agreement, shall specify the number of shares of
                           Common Stock with respect to which the Option is
                           being exercised and the effective date of the
                           proposed exercise and shall be signed by the Grantee
                           or other person then having the right to exercise the
                           Option. Payment for shares of Common Stock purchased
                           upon the exercise of an Option shall be made on the
                           effective date of such exercise by one or a
                           combination of the following means: (A) in cash (or
                           cash equivalents acceptable to the Committee); (B)
                           the surrender of previously acquired shares of Common
                           Stock having a Fair Market Value less than or equal
                           to the aggregate exercise price, which shares shall
                           have been held by the Grantee for at least six months
                           prior to the date of such surrender; (C) if so
                           determined by the Committee as of the Grant Date and
                           set forth in the applicable Award Agreement,
                           authorization for the Company to withhold a number of
                           shares otherwise payable pursuant to the exercise of
                           an Option having a Fair Market Value less than or
                           equal to the aggregate exercise price; or (D)
                           following an Initial Public Offering, if so
                           determined by the Committee prior to exercise,
                           through a "broker cashless exercise" procedure
                           established by the Company from time to time. The
                           Committee may, in its sole discretion, authorize the
                           Company to make or guarantee loans to Grantees to
                           assist Grantees in exercising Options. The Committee
                           shall have sole discretion to disapprove of an
                           election pursuant to any of clauses (B) - (D) and in
                           the case of a Grantee who is subject to Section 16 of
                           the Exchange Act, the Company may require that the
                           method of making such payment be in compliance with
                           Section 16 and the rules and regulations thereunder.
                           Any payment in shares of Common Stock shall be
                           effected by the delivery of such shares to the
                           Secretary of the Company, duly endorsed in blank or
                           accompanied by stock powers duly executed in blank,
                           together with any other documents and evidences as
                           the Secretary of the Company shall require.

                  (5)      Certificates for shares of Common Stock purchased
                           upon the exercise of an Option shall be issued in the
                           name of the Grantee or other person entitled to
                           receive such shares, and


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                           delivered to the Grantee or such other person as soon
                           as practicable following the effective date on which
                           the Option is exercised.

         (d)      Limitations on Incentive Stock Options.

                  (1)      Incentive Stock Options shall only be granted to
                           employees of the Company, or a Parent or Subsidiary
                           of the Company.

                  (2)      To the extent that the aggregate Fair Market Value of
                           shares of Common Stock with respect to which
                           Incentive Stock Options are exercisable for the first
                           time by a Grantee during any calendar year under the
                           Plan and any other stock option plan of the Company
                           shall exceed $100,000, such Options shall be treated
                           as Non-Qualified Stock Options. Such Fair Market
                           Value shall be determined as of the date on which
                           each such Incentive Stock Option is granted.

                  (3)      No Incentive Stock Option may be granted to an
                           individual if, at the time of the proposed grant,
                           such individual owns (or is deemed to own under the
                           Code) stock possessing more than 10% of the total
                           combined voting power of all classes of stock of the
                           Company unless (A) the option exercise price of such
                           Incentive Stock Option is at least 110% of the Fair
                           Market Value of a share of Common Stock at the time
                           such Incentive Stock Option is granted and (B) such
                           Incentive Stock Option is not exercisable after the
                           expiration of five years from the date such Incentive
                           Stock Option is granted.

         (e)      Tandem Awards Prohibited.

                  An Incentive Stock Option may not be granted in tandem with
                  any other Award in such a manner that the exercise of one
                  effects a Grantee's right under the other.



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         (f)      Effect of Termination of Employment.

                  (1)      Unless the applicable Award Agreement provides
                           otherwise, in the event that the employment of a
                           Grantee with the Company shall terminate for any
                           reason other than Cause, Retirement, Disability or
                           death, (A) Options granted to such Grantee, to the
                           extent that they are exercisable at the time of such
                           termination, shall remain exercisable until the date
                           that is 90 days after such termination, on which date
                           they shall expire, and (B) Options granted to such
                           Grantee, to the extent that they were not exercisable
                           at the time of such termination, shall expire at the
                           close of business on the date of such termination.
                           The 90-day period described in this Section 7(f)(1)
                           shall be extended to one year from the date of such
                           termination in the event of the Grantee's death
                           during such 90-day period. Notwithstanding the
                           foregoing, no Option shall be exercisable after the
                           expiration of its term.

                  (2)      Unless the applicable Award Agreement provides
                           otherwise, in the event that the employment of a
                           Grantee with the Company shall terminate on account
                           of the Retirement, Disability or death of the
                           Grantee, (A) Options granted to such Grantee, to the
                           extent that they were exercisable at the time of such
                           termination, shall remain exercisable until the date
                           that is one year after such termination, on which
                           date they shall expire, and (B) Options granted to
                           such Grantee, to the extent that they were not
                           exercisable at the time of such termination, shall
                           expire at the close of business on the date of such
                           termination. Notwithstanding the foregoing, no Option
                           shall be exercisable after the expiration of its
                           term.

                  (3)      Unless the applicable Award Agreement provides
                           otherwise, in the event of the termination of a
                           Grantee's employment for Cause, all outstanding
                           Options granted to such Grantee shall expire at the
                           commencement of business on the date of such
                           termination.


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         (g)      Exercise Prior to Vesting.

                  The Committee may in its sole discretion provide at the time
                  of grant of any Option that the Grantee may elect at any time
                  during both (1) the term of such Option and (2) the period
                  during which such Grantee is employed by or providing services
                  to the Company or any of its Affiliates, that the Grantee may
                  exercise all or any portion of such Option, including the
                  unvested portion of such Option; provided, however, that: (A)
                  a Partial Exercise of such Option shall be deemed to cover
                  first vested shares and then the earliest vesting installment
                  of unvested shares; (B) any shares so purchased from
                  installments which have not vested as of the date of exercise
                  shall be subject to a repurchase option in favor of the
                  Company, the terms of which shall be set forth in the Award
                  Agreement evidencing such Option; (C) the Grantee shall enter
                  into a form of early exercise stock purchase agreement with a
                  vesting schedule that will result in the same vesting as if no
                  early exercise had occurred; and (D) if such Option is an
                  Incentive Stock Option, then, the maximum vesting provisions
                  of Section 7(d)(2) shall continue to apply with respect to
                  such shares.

         (h)      Restrictions on Transfer.

                  The Committee may in its sole discretion provide at the time
                  of grant of any Option that, upon its exercise, the shares of
                  Common Stock to be issued to the Grantee shall be subject to
                  such restrictions on transfer as the Committee may determine
                  are advisable.

8.       Restricted Stock.

         (a)      Issue Date and Vesting Date.

                  At the time of the grant of shares of Restricted Stock, the
                  Committee shall establish an Issue Date or Issue Dates and a
                  Vesting Date or Vesting Dates with respect to such shares. The
                  Committee may divide such shares into classes and assign a
                  different Issue Date and/or Vesting Date for each class. If
                  the Grantee is employed by the Company on an Issue Date
                  (which may be the date of grant), the specified number of
                  shares of Restricted Stock shall be issued in accordance


                                       15
<PAGE>   16
                  with the provisions of Section 8(e). Provided that all
                  conditions to the vesting of a share of Restricted Stock
                  imposed pursuant to Section 8(b) are satisfied, and except as
                  provided in Section 8(g), upon the occurrence of the Vesting
                  Date with respect to a share of Restricted Stock, such share
                  shall vest and the restrictions of Section 8(c) shall lapse.

         (b)      Conditions to Vesting.

                  At the time of the grant of shares of Restricted Stock, the
                  Committee may impose such restrictions or conditions to the
                  vesting of such shares as it, in its absolute discretion,
                  deems appropriate.

         (c)      Restrictions on Transfer Prior to Vesting.

                  (1)      Prior to the vesting of a share of Restricted Stock,
                           no transfer of a Grantee's rights with respect to
                           such share, whether voluntary or involuntary, by
                           operation of law or otherwise, shall be permitted.
                           Immediately upon any attempt to transfer such rights,
                           such share, and all of the rights related thereto,
                           shall be forfeited by the Grantee.

                  (2)      Except as provided in the applicable award agreement
                           relating to the Restricted Stock, a Grantee granted
                           Restricted Stock will have (upon issuance of a stock
                           certificate with respect to the shares of Restricted
                           Stock) all the rights of a stockholder.

         (d)      Dividends on Restricted Stock.

                  The Committee in its discretion may require that any dividends
                  paid on shares of Restricted Stock be held in escrow until all
                  restrictions on such shares have lapsed.

         (e)      Issuance of Certificates.

                  (1)      Reasonably promptly after the Issue Date with respect
                           to shares of Restricted Stock, the Company shall
                           cause to be issued a stock certificate, registered in
                           the name of the Grantee to whom such shares were
                           granted, evidencing such shares;


                                       16
<PAGE>   17
                           provided that the Company shall not cause such a
                           stock certificate to be issued unless it has
                           received a stock power duly endorsed in blank with
                           respect to such shares. Each such stock certificate
                           shall bear the following legend:

                           THE TRANSFERABILITY OF THIS CERTIFICATE AND THE
                           SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE
                           RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING
                           FORFEITURE PROVISIONS AND RESTRICTIONS AGAINST
                           TRANSFER) CONTAINED IN THE SCREAMINGMEDIA INC. 2000
                           EQUITY INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED
                           INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND
                           THE COMPANY. A COPY OF THE PLAN AND AWARD AGREEMENT
                           IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE
                           COMPANY, 601 WEST 26TH STREET, 13TH FLOOR, NEW YORK,
                           NEW YORK 10001.

                           Such legend shall not be removed until such shares
                           vest pursuant to the terms hereof.

                  (2)      Each certificate issued pursuant to this Section
                           8(e), together with the stock powers relating to the
                           shares of Restricted Stock evidenced by such
                           certificate, shall be held by the Company unless the
                           Committee determines otherwise.

         (f)      Consequences of Vesting.

                  Upon the vesting of a share of Restricted Stock pursuant to
                  the terms hereof, the restrictions of Section 8(c) shall lapse
                  with respect to such share. Reasonably promptly after a share
                  of Restricted Stock vests, the Company shall cause to be
                  delivered to the Grantee to whom such shares were granted, a
                  certificate evidencing such share, free of the legend set
                  forth in Section 8(e).



                                       17
<PAGE>   18
         (g)      Effect of Termination of Employment.

                  Subject to such other provision as the Committee may set forth
                  in the applicable Award Agreement, and to the Committee's
                  amendment authority pursuant to Section 3, upon the
                  termination of a Grantee's employment for any reason, any and
                  all shares to which restrictions on transferability apply
                  shall be immediately forfeited by the Grantee and transferred
                  to, and reacquired by, the Company. In the event of a
                  forfeiture of shares pursuant to this Section 8(g), the
                  Company shall repay to the Grantee (or the Grantee's estate)
                  any amount paid by the Grantee for such shares. In the event
                  that the Company requires a return of shares, it shall also
                  have the right to require the return of all dividends paid on
                  such shares, whether by termination of any escrow arrangement
                  under which such dividends are held or otherwise.

         (h)      Special Provisions Regarding Restricted Stock.

                  Notwithstanding anything to the contrary contained herein,
                  Restricted Stock granted pursuant to this Section 8 may be
                  based on the attainment of Performance Goals. Such shares of
                  Restricted Stock shall be released from restrictions only
                  after the attainment of such Performance Goals has been
                  certified by the Committee.

9.                Phantom Stock.

         (a)      Vesting Date.

                  At the time of the grant of shares of Phantom Stock, the
                  Committee shall establish a Vesting Date or Vesting Dates with
                  respect to such shares. The Committee may divide such shares
                  into classes and assign a different Vesting Date for each
                  class. Provided that all conditions to the vesting of a share
                  of Phantom Stock imposed pursuant to Section 9(c) are
                  satisfied, and except as provided in Section 9(d), upon the
                  occurrence of the Vesting Date with respect to a share of
                  Phantom Stock, such share shall vest.


                                       18
<PAGE>   19
         (b)      Benefit Upon Vesting.

                  Upon the vesting of a share of Phantom Stock, the Grantee
                  shall be entitled to receive, within 30 days of the date on
                  which such share vests, an amount, in cash or Common Stock, as
                  determined by the Committee, equal to the sum of (1) the Fair
                  Market Value of a share of Common Stock on the date on which
                  such share of Phantom Stock vests and (2) the aggregate amount
                  of cash dividends paid with respect to a share of Common
                  Stock during the period commencing on the date on which the
                  share of Phantom Stock was granted and terminating on the
                  date on which such share vests.

         (c)      Conditions to Vesting.

                  At the time of the grant of shares of Phantom Stock, the
                  Committee may impose such restrictions or conditions to the
                  vesting of such shares as it, in its absolute discretion,
                  deems appropriate.

         (d)      Effect of Termination of Employment.

                  Subject to such other provision as the Committee may set forth
                  in the applicable Award Agreement, and to the Committee's
                  amendment authority pursuant to Section 3, shares of Phantom
                  Stock that have not vested, together with any dividends
                  credited on such shares, shall be forfeited upon the Grantee's
                  termination of employment for any reason.

         (e)      Special Provisions Regarding Awards.

                  Notwithstanding anything to the contrary contained herein, the
                  vesting of Phantom Stock granted pursuant to this Section 9
                  may be based on the attainment by the Company of one or more
                  Performance Goals. No payment in respect of any such Phantom
                  Stock award will be paid until the attainment of the
                  respective performance measures have been certified by the
                  Committee.



                                       19
<PAGE>   20
10.      Stock Bonuses.

         In the event that the Committee grants a Stock Bonus, a certificate for
the shares of Common Stock comprising such Stock Bonus shall be issued in the
name of the Grantee to whom such grant was made and delivered to such Grantee as
soon as practicable after the date on which such Stock Bonus is payable.

11.      Other Awards.

         Other forms of Awards ("Other Awards") valued in whole or in part by
reference to, or otherwise based on, Common Stock may be granted either alone or
in addition to other Awards under the Plan. Subject to the provisions of the
Plan, the Committee shall have sole and complete authority to determine the
persons to whom and the time or times at which such Other Awards shall be
granted, the number of shares of Common Stock to be granted pursuant to such
Other Awards and all other conditions of such Other Awards.

12.      Change in Control.

         Upon the occurrence of a Change in Control, Awards granted hereunder
shall be assumed by any successor corporation or entity to the Company and
Grantees shall be entitled to receive upon exercise or vesting of any Award, as
the case may be, the same number and kind of stock, securities, cash, property,
or other consideration that each holder of a share of Common Stock was
otherwise entitled to receive in the transaction constituting a Change in
Control. In the event that any Award is not assumed in such transaction, then
any portion of such Award that is not yet vested and/or exercisable shall become
immediately vested and/or exercisable upon the occurrence of such Change in
Control.

         In the event that, during the two-year period following a Change in
Control, the employment or service of a Grantee is terminated either (i) by the
Company or its successor without Cause or (ii) pursuant to a Constructive
Termination, then any portion of an Award granted hereunder held by such Grantee
that is not exercisable as of the effective date of such termination of
employment or service shall become immediately vested and/or exercisable as of
the effective date of such termination of employment and shall remain
exercisable in accordance with the applicable Award Agreement.


                                       20
<PAGE>   21
13. Rights as a Stockholder.

         No person shall have any rights as a stockholder with respect to any
shares of Common Stock covered by or relating to any Award until the date of
issuance of a stock certificate with respect to such shares. Except as otherwise
expressly provided in Section 4(b), no adjustment to any Award shall be made for
dividends or other rights for which the record date occurs prior to the date
such stock certificate is issued.

14.      No Special Employment Rights; No Right to Award.

         Nothing contained in the Plan or any Award Agreement shall confer upon
any Grantee any right with respect to the continuation of employment by the
Company or interfere in any way with the right of the Company, subject to the
terms of any separate employment agreement to the contrary, at any time to
terminate employment or to increase or decrease the compensation of the Grantee.

         No person shall have any claim or right to receive an Award hereunder.
The Board's granting of an Award to a Grantee at any time shall neither require
the Board to grant any other Award to such Grantee or other person at any time
or preclude the Board from making subsequent grants to such Grantee or any other
person.

15.      Securities Matters.

                  (a)      The Company shall be under no obligation to effect
                           the registration pursuant to the Securities Act of
                           any interests in the Plan or any shares of Common
                           Stock to be issued hereunder or to effect similar
                           compliance under any state laws. Notwithstanding
                           anything herein to the contrary, the Company shall
                           not be obligated to cause to be issued or delivered
                           any certificates evidencing shares of Common Stock
                           pursuant to the Plan unless and until the Company is
                           advised by its counsel that the issuance and delivery
                           of such certificates is in compliance with all
                           applicable laws, regulations of governmental
                           authority and the requirements of any securities
                           exchange on which shares of Common Stock are traded.
                           The Committee may require, as a condition of the
                           issuance and delivery of certificates evidencing
                           shares of Common Stock pursuant to the terms hereof,
                           that the recipient of such shares make such
                           agreements and representations, and that such


                                       21
<PAGE>   22
                           certificates bear such legends, as the Committee, in
                           its sole discretion, deems necessary or desirable.

                  (b)      The transfer of any shares of Common Stock hereunder
                           shall be effective only at such time as counsel to
                           the Company shall have determined that the issuance
                           and delivery of such shares is in compliance with all
                           applicable laws, regulations of governmental
                           authority and the requirements of any securities
                           exchange on which shares of Common Stock are traded.
                           The Committee may, in its sole discretion, defer the
                           effectiveness of any transfer of shares of Common
                           Stock hereunder in order to allow the issuance of
                           such shares to be made pursuant to registration or an
                           exemption from registration or other methods for
                           compliance available under federal or state
                           securities laws. The Committee shall inform the
                           Grantee in writing of its decision to defer the
                           effectiveness of a transfer. During the period of
                           such deferral in connection with the exercise of an
                           Option, the Grantee may, by written notice, withdraw
                           such exercise and obtain the refund of any amount
                           paid with respect thereto.

16.      Withholding Taxes.

         Whenever cash is to be paid pursuant to an Award, the Company shall
have the right to deduct therefrom an amount sufficient to satisfy any federal,
state and local withholding tax requirements related thereto. Whenever shares of
Common Stock are to be delivered pursuant to an Award, the Company shall have
the right to require the Grantee to remit to the Company in cash an amount
sufficient to satisfy any federal, state and local withholding tax requirements
related thereto. With the approval of the Committee, a Grantee may satisfy the
foregoing requirement by electing to have the Company withhold from delivery
shares of Common Stock having a value equal to the amount of tax to be withheld
or by agreeing to surrender to the Company shares of Common Stock owned by the
Grantee for at least six months having a value equal to the amount of tax to be
withheld. If shares are to be withheld by the Company for purposes of satisfying
withholding obligations, the number of shares to be so withheld shall be
calculated using the minimum statutory withholding rates for federal and state
tax purposes, including payroll taxes, that are applicable to any Award, its
exercise, or any payment or transfer in respect thereof. Such shares shall be
valued at their Fair Market Value on the date of which the amount of tax to be
withheld is determined. Fractional share amounts shall be settled in cash. Such
a withholding election may be made with respect to all or any portion


                                       22
<PAGE>   23
of the shares to be delivered pursuant to an Award. The Committee may, in its
sole discretion, authorize the Company to make or guarantee loans to Grantees to
assist Grantees in satisfying such withholding obligation.

17. Notification of Election Under Section 83(b) of the Code.

         If any Grantee shall, in connection with the acquisition of shares of
Common Stock under the Plan, make the election permitted under Section 83(b) of
the Code, such Grantee shall notify the Company of such election within 10 days
of filing notice of the election with the Internal Revenue Service.

18.      Notification Upon Disqualifying Disposition Under Section 421(b) of the
         Code.

         Each Award Agreement with respect to an Incentive Stock Option shall
require the Grantee to notify the Company of any disposition of shares of Common
Stock issued pursuant to the exercise of such Option under the circumstances
described in Section 421(b) of the Code (relating to certain disqualifying
dispositions), within 10 days of such disposition.

19. Amendment or Termination of the Plan.

         The Board may, at any time, suspend or terminate the Plan or revise or
amend it in any respect whatsoever; provided, however, that stockholder approval
shall be required if and to the extent the Board determines that such approval
is appropriate for purposes of satisfying applicable laws and regulations,
including but not limited to Sections 162(m) or 422 of the Code or Rule 16b-3.
Awards may be granted under the Plan prior to the receipt of such stockholder
approval but each such grant shall be subject in its entirety to such approval
and no award may be exercised, vested or otherwise satisfied prior to the
receipt of such approval. Nothing herein shall restrict the Board's ability to
exercise its discretionary authority pursuant to Section 3, which discretion may
be exercised without amendment to the Plan. No action hereunder may, without the
consent of a Grantee, reduce the Grantee's rights under any outstanding Award.

20.      Transfers of Awards.

         Except as otherwise determined by the Committee, and in any event in
the case of an Incentive Stock Option, no Award granted under the Plan shall be
transfer-

                                       23
<PAGE>   24
able by a Grantee otherwise than by will or the laws of descent and
distribution. Unless otherwise determined by the Committee in accord with the
provisions of the immediately preceding sentence, an Option may be exercised
during the lifetime of the Grantee, only by the Grantee or, during the period
the Grantee is under a legal disability, by the Grantee's guardian or legal
representative.

21.      Expenses and Receipts.

         The expenses of the Plan shall be paid by the Company. Any proceeds
received by the Company in connection with any Award will be used for general
corporate purposes.

22.      Failure to Comply.

         In addition to the remedies of the Company elsewhere provided for
herein, failure by a Grantee (or beneficiary) to comply with any of the terms
and conditions of the Plan or the applicable Award Agreement, unless such
failure is remedied by such Grantee (or beneficiary) within 10 days after notice
of such failure by the Committee, shall be grounds for the cancellation and
forfeiture of such Award, in whole or in part, as the Committee, in its absolute
discretion, may determine.

23.      Applicable Law.

         Except to the extent preempted by any applicable federal law, the Plan
will be construed and administered in accordance with the laws of the State of
Delaware, without reference to its principles of conflicts of law.

24.      Grantee Rights.

         No Grantee shall have any claim to be granted any award under the Plan,
and there is no obligation for uniformity of treatment for Grantees. Except as
provided specifically herein, a Grantee or a transferee of an Award shall have
no rights as a stockholder with respect to any shares covered by any award until
the date of the issuance of a Common Stock certificate to him or her for such
shares.

25.      Unfunded Status of Awards.

         The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation.  With respect to any payments not yet made to a Grantee


                                       24
<PAGE>   25
pursuant to an Award, nothing contained in the Plan or any Award Agreement shall
give any such Grantee any rights that are greater than those of a general
creditor of the Company.

26.      No Fractional Shares.

         No fractional shares of Common Stock shall be issued or delivered
pursuant to the Plan. The Board shall determine whether cash, other Awards, or
other property shall be issued or paid in lieu of such fractional shares or
whether such fractional shares or any rights thereto shall be forfeited or
otherwise eliminated.

27.      Beneficiary.

         A Grantee may file with the Committee a written designation of a
beneficiary on such form as may be prescribed by the Committee and may, from
time to time, amend or revoke such designation. If no designated beneficiary
survives the Grantee, the executor or administrator of the Grantee's estate
shall be deemed to be the grantee's beneficiary.

28.      Interpretation.

         The Plan is designed and intended to comply with Rule 16b-3 and, to the
extent applicable, with Section 162(m) of the Code, and all provisions hereof
shall be construed in a manner to so comply.

29.      Severability.

         If any provision of the Plan is held to be invalid or unenforceable,
the other provisions of the Plan shall not be affected but shall be applied as
if the invalid or unenforceable provision had not been included in the Plan.

30.      Effective Date and Term of Plan.

         The Plan is effective as of the date on which the Plan is approved by
the Board, or such other date as the Board may specify as the effective date,
subject to approval of the stockholders within twelve months before or after
such date. No Award shall be granted under the Plan after the close of business
on the day immediately preceding the tenth anniversary of the effective date of
the Plan. Subject to other applicable provisions of the Plan, all Awards made
under the Plan prior to such


                                       25
<PAGE>   26
termination of the Plan shall remain in effect until such Awards have been
satisfied or terminated in accordance with the Plan and the terms of such
Awards.

Date Approved by the Board:  March __, 2000.

Date Approved by the Shareholders: March __, 2000.



                                       26