NEWSEDGE CORP, DEF 14A, 2000-05-22

NEWSEDGE CORP
DEF 14A, 2000-05-22
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.

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<PAGE>
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant: [X]

Filed by a Party other than the Registrant: [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (s) 240.14a-11(c) or (s) 240.14a-12

NEWSEDGE CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

--Enter Company Name Here--
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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<PAGE>

NEWSEDGE CORPORATION
80 Blanchard Road
Burlington, Massachusetts 01803

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of NewsEdge Corporation:

The Annual Meeting of Stockholders of NewsEdge Corporation (the
"Corporation"), a Delaware corporation, will be held on Thursday, June 15,
2000 at 10:00 a.m., local time, at the Westin Hotel--Waltham, located at 70
Third Avenue, Waltham, Massachusetts for the following purposes:

1. To elect three (3) Class II directors to serve for a three-year term
or until their successors are elected and qualified;

2. To approve an increase in the number of shares of common stock, $.01
par value, available for issuance under the NewsEdge Corporation 1995 Stock
Plan from 4,125,000 shares to 5,662,600 shares.

3. To consider and act upon a proposal to approve the NewsEdge
Corporation 2000 Non-Officer and Non-Director Stock Plan.

4. To ratify the selection of the firm of Arthur Andersen LLP as
independent auditors for the fiscal year ending December 31, 2000; and

5. To transact such other business as may properly come before the
meeting or any adjournments thereof.

Only stockholders of record at the close of business on May 15, 2000 are
entitled to notice of and to vote at the meeting.

All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy card as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the meeting may vote in person even if such stockholder has returned a proxy.

By Order of the Board of Directors

Lawrence S. Wittenberg
Secretary

Burlington, Massachusetts
May 22, 2000
<PAGE>

NEWSEDGE CORPORATION
80 Blanchard Road
Burlington, Massachusetts 01803

PROXY STATEMENT
May 22, 2000

Proxies in the form enclosed with this proxy statement are solicited by the
Board of Directors of NewsEdge Corporation, a Delaware corporation (the
"Corporation"), for use at the Annual Meeting of Stockholders to be held on
Thursday, June 15, 2000, at 10:00 a.m., local time, at the Westin Hotel--
Waltham, 70 Third Avenue, Waltham, Massachusetts 02452.

Only stockholders of record at the close of business on May 15, 2000 (the
"Record Date") will be entitled to receive notice of and to vote at the
meeting and any adjournments thereof. As of that date, 18,148,535 shares of
common stock, $.01 par value per share (the "Common Stock"), of the
Corporation were issued and outstanding. The holders of Common Stock are
entitled to one vote per share on any proposal presented at the meeting.
Stockholders may vote in person or by proxy. Execution of a proxy will not in
any way affect a stockholder's right to attend the meeting and vote in person.
Any proxy may be revoked by a stockholder at any time before its exercise by:
(i) delivering written revocation or a later dated proxy to the Secretary of
the Corporation; or (ii) attending the Annual Meeting and voting in person.

The representation in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote at the meeting is
necessary to constitute a quorum for the transaction of business. Votes
withheld from any nominee for director, abstentions and broker "non-votes" are
counted as present or represented for purposes of determining the presence or
absence of a quorum for the meeting. A "non-vote" occurs when a broker or
other nominee holding shares for a beneficial owner votes on one proposal, but
does not vote on another proposal because, in respect of such other proposal,
the broker does not have discretionary voting power and has not received
instructions from the beneficial owner.

Directors are elected by a plurality of the votes cast, in person or by
proxy, at the meeting. The nominees for director receiving the highest number
of affirmative votes of the shares present or represented and voting on the
election of directors at the meeting shall be elected to their respective
class of directors. On all other matters being submitted to stockholders, an
affirmative vote of a majority of the shares present or represented and voting
on each such matter is required for approval. An automated system administered
by the Corporation's transfer agent tabulates the votes. The vote on each
matter submitted to stockholders is tabulated separately. Abstentions are
included in the number of shares present or represented and voting on each
matter. Broker "non-votes" are not so included.

The persons named as attorneys-in-fact in the proxies are officers and/or
directors of the Corporation. All properly executed proxies returned in time
to be counted at the meeting will be voted. In addition to the election of
directors, the stockholders will consider and vote upon a proposal to ratify
the selection of auditors as further described in this proxy statement. Where
a choice has been specified on the proxy with respect to the foregoing
matters, the shares represented by the proxy will be voted as specified. Where
no choice is specified, the proxy will be voted FOR the applicable proposal.

The Board of Directors knows of no other matter to be presented at the
meeting. If any other matter should be presented at the meeting upon which a
vote properly may be taken, shares represented by all proxies received by the
Board of Directors will be voted with respect thereto in accordance with the
judgment of the persons named as attorneys in the proxies.

An Annual Report to Stockholders, containing financial statements for the
fiscal year ended December 31, 1999, is being mailed together with this proxy
statement to all stockholders entitled to vote. This proxy statement and the
form of proxy were first mailed to stockholders on or about May 22, 2000.

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<PAGE>

MANAGEMENT AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The following table sets forth as of the Record Date: (i) the name of each
person who, to the knowledge of the Corporation, owned beneficially more than
5% of the Common Stock of the Corporation outstanding as of such date; (ii)
the name of each director or nominee; (iii) the name of each executive officer
identified in the Summary Compensation Table set forth below under
"Compensation and Other Information Concerning Directors and Officers;" and
(iv) the number of shares owned by each of such persons and all officers,
directors and nominees as a group and the percentage of the outstanding shares
represented thereby.

<TABLE>
<CAPTION>
Shares Percentage
Beneficially Beneficially
Name Owned(1) Owned(2)
- ---- ------------ ------------
<S> <C> <C>
Principal Stockholders(3):
Donald L. McLagan(4).............................. 2,222,831 12.21%
c/o NewsEdge Corporation
80 Blanchard Road
Burlington, MA 01803
Taunus Corporation ............................... 978,000 5.4%
31 West 52nd Street
New York, NY 10019
Directors and Nominees:
Rory J. Cowan(5).................................. 64,431 *
Michael E. Kolowich(6)............................ 545,522 2.92%
William A. Devereaux(7)........................... 179,612 1%
James D. Daniell, Ph.D.(8)........................ 24,555 *
Basil P. Regan(9)................................. 4,455,400 25%
Murat H. Davidson, Jr.(10)........................ 32,000 *
Peter Woodward.................................... -- --
Named Officers:
Clifford M. Pollan(11)............................ 257,990 1.41%
Ronald Benanto(12)................................ 50,000 *
Edward R. Siegfried(13)........................... 67,060 *
Daniel F.X. O'Reilly, Ph.D........................ 162,993 1%
John Moss......................................... 400 *
All directors and executive officers as a group:
(13 persons)(14).................................. 12,624,694 43.9%
</TABLE>
- --------
* Represents less than 1% of the outstanding shares.

(1) Except as otherwise noted, each person or entity named in the table has
sole voting and investment power with respect to the shares. The
inclusion herein of any shares of Common Stock deemed beneficially owned
does not constitute an admission of beneficial ownership of those shares.

(2) Applicable percentage of ownership as of the Record Date is based upon
18,148,535 shares of Common Stock outstanding on such date. Beneficial
ownership is determined in accordance with the rules of the Securities
and Exchange Commission (the "Commission"), and includes voting and
investment power with respect to shares. Shares of Common Stock subject
to options currently exercisable or exercisable within 60 days of the
Record Date are deemed outstanding for computing the percentage ownership
of the person holding such options, but are not deemed outstanding for
computing the percentage of any other person.

(3) This information was obtained from filings made with the SEC pursuant to
Sections 13(d) and 13(g) of the Securities and Exchange Act of 1934, as
amended.

(4) Includes 444,442 shares held in trust for the benefit of Mr. McLagan's
two children, of which Mr. McLagan's wife is the sole trustee. Mr.
McLagan disclaims beneficial ownership of such shares. Also

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<PAGE>

includes 58,832 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of May 15, 2000 by Mr. McLagan.

(5) Includes 29,431 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of May 15, 2000.

(6) Includes 544,772 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of May 15, 2000.

(7) Includes 49,056 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of May 15, 2000.

(8) Includes 18,055 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of May 15, 2000.

(9) Includes 2,391,500 shares of Common Stock held by Regan Partners, L.P.;
1,436,400 shares of Common Stock held by the Regan International Fund,
L.P.; 200,000 shares of Common Stock held by The Wellcome Trust, Ltd.;
353,500 shares of Common Stock held by the Super Hedge Fund, L.P.; 37,000
shares of Common Stock held by Athena Partners, L.P.; and 2,000 shares of
Common Stock held by Lenore Robins, of which Mr. Regan is deemed the
beneficial owner. Mr. Regan is President and sole stockholder of Regan
Fund Management, Ltd., general partner of Regan Partners L.P. and co-
general partner with Lenore Robins in Athena Partners, L.P. Regan Fund
Management Ltd. is the investment manager for Regan International Fund
L.P., provides investment management services to the Wellcome Trust, Ltd.
and has a trading advisory agreement with the Super Hedge Fund, L.P.

(10) Includes 5,000 shares of Common Stock held by the 1992 Davidson Family
Trust. Also includes 5,000 shares of Common Stock held by Mr. Davidson's
son and 4,000 shares of Common Stock held by Mr. Davidson's daughter. Mr.
Davidson disclaims beneficial ownership of such shares.

(11) Includes 139,658 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of May 15, 2000.

(12) Includes 50,000 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of May 15, 2000.

(13) Includes 28,950 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of May 15, 2000.

(14) Includes 918,754 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of May 15, 2000.

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<PAGE>

PROPOSAL 1

ELECTION OF DIRECTORS

The Board of Directors is set at eight members. The Board of Directors is
divided into three classes, one of which consists of two directors and two
which consist of three directors each. Each director serves for a three-year
term. All directors will hold office until their successors have been duly
elected and qualified or until their earlier resignation or removal.

The Board of Directors has nominated and recommended that Messrs. Cowan and
Devereaux, who are currently members of the Board of Directors, and Messr.
Davidson be elected Class II directors, to hold office until the 2003 Annual
Meeting of Stockholders or until their successors have been duly elected and
qualified or until their earlier resignation or removal. The Board of
Directors knows of no reason why the nominees should be unable or unwilling to
serve, but if any nominee should for any reason be unable or unwilling to
serve, the proxies will be voted for the election of such other person for the
office of director as the Board of Directors may recommend in the place of
such nominee. Unless otherwise instructed, the proxy holders will vote the
proxies received by them for nominees named below.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE NOMINEES LISTED BELOW.

The following table sets forth for the nominees to be elected at the meeting
and, for each director whose term of office will extend beyond the meeting,
the year such nominee or director was first elected a director, the positions
currently held by the nominees and each director with the Corporation, the
year the nominee's or director's term will expire and class of director of
each nominee and each director:

<TABLE>
<CAPTION>
Nominee's or Director's
Name and
Year Nominee or Director Position(s) with the Year Term Class of
First Became a Director Corporation Will Expire Director
------------------------ -------------------- ----------- --------
<S> <C> <C> <C>
Nominees:
Rory J. Cowan ............ Chairman 2003 II
1993
William A. Devereaux ..... Director 2003 II
1998
Murat H. Davidson ........ Director 2003 II
Nominee
Continuing Directors:
Clifford M. Pollan........ President, Chief Executive 2001 I
2000 Officer and Director
Michael E. Kolowich ...... Vice Chairman and Director 2001 I
1998
Peter Woodward ........... Director 2001 I
2000
James D. Daniell ......... Director 2002 III
1998
Basil Regan .............. Director 2002 III
2000
</TABLE>

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<PAGE>

OCCUPATIONS OF DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

The following table sets forth the director nominees to be elected at the
meeting, the directors, executive officers and key employees of the
Corporation, their ages and the positions currently held by each such person
with the Corporation.

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<C> <C> <S>
Clifford M. Pollan....... 43 President, Chief Executive Officer and Director
Michael E. Kolowich...... 47 Vice Chairman and Director
Ronald Benanto........... 51 Vice President--Finance, Chief Financial
Officer,
Treasurer and Assistant Secretary
Jon A. McNerney.......... 42 Senior Vice President--Worldwide Sales
Alton Zink............... 44 Vice President--Human Resources
Thomas Karanian.......... 37 Vice President--Client Services and Operations
Rory J. Cowan(2)......... 47 Chairman of the Board of Directors
James D. Daniell(1)(2)... 54 Director
Murat H. Davidson, Jr.... 55 Director Nominee
William A. Devereaux(1).. 53 Director
Basil Regan(1)........... 59 Director
Peter Woodward(2)........ 27 Director
</TABLE>
- --------
(1) Member of Compensation Committee.
(2) Member of Audit Committee.

Clifford M. Pollan joined the Corporation in 1989 as a Vice President,
served as Vice President-Sales and Marketing from May 1995 to March 1999 and
as President and Chief Operating Officer from April 1999. In March 2000, Mr.
Pollan was elected Chief Executive Officer and joined the Board of Directors.
From 1986 to 1989, Mr. Pollan was a Director of Sales at Lotus Development
Corporation, a computer software company. From 1985 to 1986, Mr. Pollan was
the Vice President of Sales of Isys Corporation, a financial information
company, and from 1978 to 1985 was employed by Data Resources, Inc., an
economic information service company, most recently as a Director of
Consulting.

Michael E. Kolowich joined the Corporation in February 1998 as Vice Chairman
and Director in connection with the Corporation's merger with Individual, Inc.
("Individual"). From September 1996 to February 1998, Mr. Kolowich served as
Individual's President, Chief Executive Officer and, Chairman of the Board of
Directors. Prior to joining Individual, Mr. Kolowich served from July 1996
until September 1996 as Vice President/Business Operations of Nets Inc., an
Internet content provider formed in June 1996 when AT&T New Media Services, a
provider of interactive online information services for business
professionals, merged with Industry.Net. Mr. Kolowich served as President of
AT&T New Media Services and AT&T Interchange Online Network from December 1994
until the merger with Industry.Net in June 1996. From April 1991 until
December 1994, Mr. Kolowich was President of Ziff-Davis Interactive, an
electronic publishing division of Ziff-Davis Publishing Company. Mr. Kolowich
also serves as a member of the Board of Directors of SmarterKids.com, Inc.

Ronald Benanto joined the Corporation in July 1999 as Vice President--
Finance and Operations, Treasurer and Assistant Secretary. From February 1998
to July 1999, Mr. Benanto served as Vice President, Finance at Genesis Direct,
Inc. direct marketing and e-commerce company that, subsequent to Mr. Benanto's
departure, filed for Chapter 11 bankruptcy in August 1999. From October 1991
to December 1997, Mr. Benanto was the Senior Vice President, Finance and Chief
Financial Officer at Viewlogic Systems, Inc., an electronic design automation
company.

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<PAGE>

Jon A. McNerney joined the Corporation in 1994 as Director--European Sales,
served as Vice President and Managing Director--International Sales from
November 1996 through March, 2000 when he became Senior Vice President--
Worldwide Sales. Prior to joining the Corporation, Mr. McNerney was Vice
President, Sales and Marketing from November 1993 to May 1994 and Director,
Marketing and Sales from May 1992 to November 1993 at Investment Intelligence
Systems Corporation, a software company.

Alton Zink joined the Corporation in March 1998 as Director--Human
Resources. Mr. Zink became Vice President--Human Resources in April 1999.
Prior to joining the Corporation Mr. Zink was Director of Corporate Human
Resources at PictureTel Technologies, a telecommunications company, from 1989
to 1998.

Thomas Karanian joined the Corporation in September 1994 as Director--
Quality Engineering, served as Director--Client Services from December 1996
through August 1999, at which time he became Vice President--Client Services
and Operations. Prior to joining the Corporation, Mr. Karanian was Quality
Engineer Manager at Lotus Development Corporation, a computer software
development company.

Rory Cowan has served on the Board of Directors of the Corporation since May
1993 and was elected Chairman in March 2000. Since December 1996, Mr. Cowan
has been Chairman and Chief Executive Officer of LioNBRIDGE Technologies, an
international software services company. From 1991 to 1996, Mr. Cowan was an
Executive Vice President of R.R. Donnelley & Sons Company, a supplier of
commercial print and print-related services. During 1995 and 1996, Mr. Cowan
was also the Chief Executive Officer of Stream International, Inc., a software
services company. Mr. Cowan also serves as Chairman of Interleaf, Inc.

James D. Daniell, Ph.D. became a director of the Corporation in February
1998, in connection with the Corporation's merger with Individual. Dr. Daniell
served on Individual's Board from 1997 until the merger. Dr. Daniell has been
Chief Executive Officer of Order Trust LLC, an electronic commerce company,
since November 1997. From February 1997 to November 1997, he served as Chief
Operating Officer and Vice President of Strategy and New Business Development
at AT&T Networked Commerce Services, an internet service provider. From
November 1996 to February 1997, Dr. Daniell served as Vice President of
Electronic Messaging and New Business Development at AT&T Easy Commerce
Services. From December 1995 to November 1996, Dr. Daniell was Vice President
of Corporate and New Business Development at AT&T Corporation, an information
and communication services provider. Dr. Daniell served from April 1994 to
December 1995 as Vice President, Business Communications Services Strategy and
New Business Development, at AT&T Corporation. Prior to that, Dr. Daniell was
a founder and Vice President of Business Development and Strategic Relations
at Bridge Builder Technologies, a software vendor. Dr. Daniell served from
March 1991 to May 1993 as Strategic Planning Director and Vice President at
UNIX Systems Laboratories. Dr. Daniell serves as Vice Chairman of the
Massachusetts Software Council and is also the Board of Advisors of
espanol.com.

Murat H. Davidson is nominated as a director of the Corporation in
connection with the Corporation's Annual Meeting. Mr. Davidson has been
Managing Director of Regan Partners L.P., a limited partnership that invests
in turnaround companies and special situations since 1996. From 1993 to 1995,
Mr. Davidson served as a Managing Director at Tiger Management Corp., a hedge
fund. Mr. Davidson serves as a member of the board of directors of Zaring
National Corporation.

William A. Devereaux became a director of the Corporation in February 1998,
in connection with the Corporation's merger with Individual. Mr. Devereaux
served on Individual's Board from 1989 until the merger. Mr. Devereaux has
been Managing Director of American Capital Company, a venture capital and
merchant banking company, since 1988. From 1993 to 1994, Mr. Devereaux was
Vice President, Strategic Planning and Marketing at the GI Communications
Division of General Instrument Corp., a creator of analog and digital systems
that provide broadband telecommunications services. Prior to that, from 1979
to 1987, Mr. Devereaux was a principal at American Cable Systems Corporation
where he served in various capacities including Executive Vice President, a
national provider of cable television.

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<PAGE>

Basil Regan became a director of the Corporation in March 2000. Mr. Regan
founded in 1989 and is General Partner of Regan Partners, L.P., a limited
partnership that invests primarily in turnaround companies and special
situations in 1989. Mr. Regan is also President of Regan International Fund
Ltd. and Regan Fund Management Ltd. Mr. Regan serves as a member of the board
of directors of Hanover Direct Corporation.

Peter Woodward became a director of the Corporation in March 2000. Since
1996, Mr. Woodward has been a research analyst with Regan Partners L.P., a
limited partnership that invests primarily in turnaround companies and special
situations. Prior to joining Regan Partners, Mr. Woodward was a research
analyst for Munn, Bernhard & Associates, a New York investment management
company, focusing on technology and related companies.

Executive officers of the Corporation are elected by the Board of Directors
on an annual basis and serve until their successors have been duly elected and
qualified.

THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors met ten times during the fiscal year ended December
31, 1999. Each of the directors attended at least 75% of the meetings of the
Board of Directors during fiscal 1999. The Corporation established an Audit
Committee and Compensation Committee during fiscal 1995. The Audit Committee
of the Board of Directors, of which Messrs. Cowan, Woodward and Daniell are
currently members, is responsible for reviewing the results and scope of
audits and other services provided by the Corporation's independent auditors.
The Audit Committee, which during the fiscal year 1999 comprised Ms. Ellen
Carnahan and Messrs. Cowan and Devereaux, met once during fiscal 1999. The
Compensation Committee, whose members currently are Messrs. Daniell, Devereaux
and Regan, makes recommendations concerning the salaries and incentive
compensation of executive officers, employees and consultants to the
Corporation and administers the Corporation's stock plans. The Compensation
Committee, which during the fiscal year 1999 comprised Ms. June Rokoff and
Messrs. Cowan and Daniell, met six times during fiscal 1999. The Board of
Directors does not have a standing nominating committee.

COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS

Compensation of Directors

On January 23, 1996, the Compensation Committee of the Board of Directors
approved the Director Compensation Plan. Under the Director Compensation Plan,
each non-employee director receives both an annual retainer of $5,000 and a
fee of $1,000 for each Board meeting physically attended. A "non-employee
director," for purposes of the Director Compensation Plan, is a director who
is not an employee of the Corporation and not an officer, director, general
partner or employee of a securities firm, venture capital firm or other
institution or corporation which, together with its affiliates, holds more
than 5% of the Corporation's issued and outstanding Common Stock. Directors
who are employees, or who hold more than 5% of the Corporation's Common Stock,
receive no remuneration for serving as members of the Board or as members of
committees of the Board. Non-employee directors are also reimbursed for their
reasonable out-of-pocket travel expenses associated with their attendance at
Board meetings. During the fiscal year ended December 31, 1999, Messrs. Cowan
and Daniell and Ms. Rokoff each earned $15,000, and Mr. Deveraux and Ms.
Carnahan each earned $14,000 and Mr. Deveraux earned $13,000 under the
Director Compensation Plan.

In addition, in order to provide an incentive to non-employee directors,
options are granted to non-employee directors pursuant to the 1995 Non-
employee Director Stock Option Plan, as amended, (the "Director Plan"). Under
the Director Plan, each non-employee director receives, on the date such
person is first elected to the Board, an option to purchase 20,000 shares (the
"Initial Option") of the Corporation's Common Stock, vesting over three years.
Subsequent to the grant of the Initial Option, each non-employee director who
has attended at

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<PAGE>

least 75% of the board meetings during the previous fiscal year will receive
an option to purchase 2,500 shares of Common Stock, vesting on the first
anniversary of the date of such grant. All options granted under the Director
Plan will have an exercise price equal to the fair market value of the Common
Stock on the date of grant. Each option granted under the Director Plan will
expire ten years from the date of grant.

During the fiscal year ended December 31, 1999, Messrs. Cowan, Daniell and
Devereaux and Ms. Carnahan and Ms. Rokoff each received options to purchase
2,500 shares at an exercise price of $8.5630 per share pursuant to the
Director Plan.

Executive Compensation Summary

The following table sets forth summary information concerning the
compensation paid or earned for services rendered to the Corporation in all
capacities during the fiscal years ended December 31, 1999, 1998, and 1997 to
(i) the individual who served as the Corporation's Chief Executive Officer for
the fiscal year ended December 31, 1999 and (ii) each of the other four most
highly compensated executive officers of the Corporation who received total
annual salary and bonus in excess of $100,000 in the fiscal year ended
December 31, 1999 (the "Named Executive Officers").

Summary Compensation Table

<TABLE>
<CAPTION>
Long-Term
Compensation
Securities All
Name and Principal Annual Compensation Underlying Other
Position Year Salary($) Bonus($)(1) Options(#) Compensation(2)
------------------ ---- --------- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C>
Donald L. McLagan(3).... 1999 $176,827 $13,779 -- $ 800
Chairman, Chief 1998 156,000 19,991 100,500 800
Executive Officer and
Director 1997 147,500 18,925 -- 760
Clifford M. Pollan(3)... 1999 172,497 44,690 120,000 800
President and Chief
Operating 1998 156,000 35,591 80,500 800
Officer 1997 147,500 41,650 45,000(4) 760
Ronald Benanto(5)....... 1999 85,479 21,981 150,000 --
Vice President--
Finance, 1998 -- -- -- --
Chief Financial 1997 -- -- -- --
Officer, Treasurer
& Assistant Secretary
Edward R. Siegfried(6).. 1999 127,135 6,492 -- 800
Vice President--
Finance, 1998 156,000 19,991 80,500 800
Chief Financial 1997 147,500 18,925 45,000(4) 760
Officer, Treasurer
and Assistant Secretary
Daniell F.X.
O'Reilly(7)............ 1999 157,556 9,739 -- 1,944
Vice President and
Chief 1998 156,000 19,991 50,000 --
Technology Officer 1997 147,500 18,925 45,000(4) 1,770
John M. Moss(8)......... 1999 185,596 5,341 -- --
Vice President-- 1998 156,000 19,991 60,500 --
Development 1997 150,000 18,925 50,000(4) --
</TABLE>
- --------
(1) Includes bonuses earned with respect to services rendered in the fiscal
year indicated, whether or not such bonus was actually paid during such
fiscal year.

(2) Represents matching contributions made by the Corporation to the Named
Executive Officer under the Corporation's 401(k) plan.

(3) Mr. McLagan retired as the Corporation's Chairman and Chief Executive
Officer in March 1999. Effective March 14, 2000, Mr. Pollan was named
Chief Executive Officer and was appointed to the Board of Directors.

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<PAGE>

(4) Includes options granted pursuant to the repricing of options in 1997.

(5) Mr. Benanto joined the Corporation as Vice President--Finance, Chief
Financial Officer, Treasurer and Assistant Secretary in July 1999

(6) Mr. Siegfried officially retired as Vice President--Finance, Chief
Financial Officer, Treasurer and Assistant Secretary in March 1999, but
continued in this position until the hiring of his successor in July 1999.
$25,000 of Mr. Siegfried's 1999 annual salary is in connection with his
service as a consultant to the Corporation subsequent to his retirement.

(7) Mr. O'Reilly resigned as Vice President and Chief Technology Officer in
January 2000.

(8) Mr. Moss resigned as Vice President--Development in August 1999. $70,833
of Mr. Moss' annual salary consists of a severance payment made in 1999.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table provides certain information concerning grants of
options to purchase the Corporation's Common Stock made during the year ended
December 31, 1999 to each of the Named Executive Officers. No stock
appreciation rights ("SARs") were granted during the fiscal year ended
December 31, 1999.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------------
Percent of
Total
Number of Options/SARs Exercise
Securities Granted or
Underlying to Employees Base Grant Date
Options/SARs in Fiscal Price Expiration Present
Name Granted Year ($/Share) Date $/Value(1)
---- ------------ ------------ --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Donald L. McLagan....... -- -- -- -- --
Clifford M. Pollan...... 120,000(2) 7.48% $8.875 3/19/09 $636,000
Ronald Benanto.......... 150,000(2) 9.34% $8.125 7/6/09 $795,000
Edward R. Siegfried..... -- -- -- -- --
Daniell F.X. O'Reilly... 25,000(2) 1.56% $8.875 3/19/09 $132,500
John M. Moss............ 40,000(2) 2.49% $8.875 3/19/09 $212,000
</TABLE>
- --------
(1) In accordance with Securities and Exchange Commission rules, the Black-
Scholes option pricing model was chosen to estimate the grant date present
value of the options set forth in this table. The Corporation's use of
this model should not be construed as an endorsement of its accuracy at
valuing options. All stock option valuation models, including the Black-
Scholes model, require a prediction about the future movement of the stock
price. The following assumptions were made for purposes of calculating the
Grant Date Present Value: an option term of 5 years, volatility at .70,
interest rate at (4.60%-6.38%)%. The real value of the options in this
table depends upon the actual performance of the Corporation's stock
during the applicable period.

(2) Options will vest one-third on the first anniversary from the date of
grant with the remainder vesting in twenty-four equal monthly installments
thereafter.

10
<PAGE>

AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES

The following table provides information as to options exercised in 1999 by
the Named Executive Officers, the value realized upon such exercises and the
value of options held by such officers at year end based on the closing price
of the Corporation's Common Stock on December 31, 1999.

Aggregated Option/SAR Exercises in Last Fiscal Year and
Fiscal Year-End Option/SAR Values

<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at In-the-Money Options at
Shares Fiscal Year-End Fiscal Year-End
Acquired on Value ------------------------- -------------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable($)(1) Unexercisable($)(1)
---- ----------- -------- ----------- ------------- ----------------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Donald L. McLagan....... -- -- 46,333 54,167 -- $ 2,532
Clifford M. Pollan...... -- -- 78,411 167,089 $147,352 $377,485
Edward R. Siegfried..... 41,765 $82,069 36,646 47,089 $ 72,038 $ 39,925
Ronald Benanto.......... -- -- -- 150,000 -- $534,450
Daniell F.X. O'Reilly... -- -- 60,573 -- $131,105 --
John M. Moss............ 30,395 $53,382 28,461 -- $ 25,049 --
</TABLE>
- --------
(1) Value is based on the difference between the option exercise price and the
fair market value at December 31, 1999 ($11.688 per share as quoted on the
Nasdaq National Market) multiplied by the number of shares underlying the
option.

11
<PAGE>

Compensation Committee's Report on Executive Compensation

This report is submitted by the Compensation Committee. The Compensation
Committee during fiscal year 1999 comprised Ms. Rokoff and Messrs. Cowan and
Daniell, each of whom are non-employee directors. In March 2000 subsequent to
Ms. Rokoff's resignation from the Board of Directors, the Compensation
Committee was re-constituted to comprise Messrs. Daniell, Devereaux and Regan.
Pursuant to authority delegated by the Board of Directors, the Compensation
Committee is responsible for reviewing and administering the Corporation's
stock plans and reviewing and approving compensation matters concerning the
executive officers, employees and consultants to the Corporation.

Cash Compensation. Messrs. McLagan, Pollan, Siegfried, O'Reilly and Moss
each received annual base salaries of $185,000, $178,000, $170,000, $164,000
and $170,000, respectively effective April 1, 1999. From January 1, 1999
through March 31, 1999, Messrs. McLagan, Pollan, Siegfried, O'Reilly and Moss
each received annual base salaries of $156,000. Mr. Benanto, who joined the
Corporation in July 1999, received an annual base salary of $175,000. The
Compensation Committee attempts to keep the base salary for the Corporation's
executive officers competitive by comparing it with those of other companies
in the computer software industry and other companies with similar market
capitalizations. The Compensation Committee's goal is to align the interests
of the Corporation's executive officers with its stockholders by incenting
them through performance based bonuses and equity compensation.

On February 13, 1997, the Compensation Committee of the Board of Directors
approved a short-term cash incentive compensation plan (the "Accountability
Group Bonus Plan"), which provides that the executive officers, along with
other designated members of senior management, receive bonuses based upon the
Corporation's financial performance in the current fiscal year. Each executive
officer's bonus may range from zero to a maximum amount determined by
reference to the final audited financial statements of the Corporation. During
the fiscal year ended December 31, 1999, Messrs. McLagan, Pollan, Siegfried,
O'Reilly and Moss each earned a bonus of $13,779, $16,683, $6,492, $9,739 and
$5,346, respectively pursuant to the Accountability Group Bonus Plan. Mr.
Pollan received in 1999, in addition to his base salary and bonus, an
additional bonus of $21,696 based upon a formula relating to the Corporation's
revenues and profits. In connection with Mr. Benanto's retention as Vice
President--Finance, Chief Financial Officer, Treasurer and Assistant Secretary
in July 1999, Mr. Benanto received a guaranteed bonus of $21,981 in 1999.

Equity Compensation. The Corporation's equity compensation program is
designed to provide long-term incentives to executive officers to encourage
executive officers to remain with the Corporation and to provide executives
with the opportunity to obtain significant, long-term stock ownership. The
Compensation Committee generally grants options that become exercisable over a
four-year period and that have exercise prices equal to the fair market value
of the Common Stock on the date of grant. However, in the case of executive
officers who beneficially own more than ten percent (10%) of the Corporation's
Common Stock, the Internal Revenue Code of 1986, as amended, requires that the
exercise price of incentive stock options granted to such executive officers
be 110% of the fair market value of the Common Stock on the date of grant. In
1999, pursuant to the 1995 Stock Plan, the Compensation Committee granted
40,000 non-qualified stock options to Mr. Moss, 25,000 non-qualified stock
options to Mr. O'Reilly, 120,000 non-qualified stock options to Mr. Pollan and
113,079 non-qualified stock options to Mr. Benanto. In addition, the
Compensation Committee granted 36,921 incentive stock options to Mr. Benanto.

Other Benefits. The Corporation also has various broad-based employee
benefit plans. Executive officers participate in these plans on the same terms
as eligible, non-executive employees, subject to any legal limits on the
amounts that may be contributed or paid to executive officers under these
plans. The Corporation offers a stock purchase plan under which employees may
purchase Common Stock at a discount. The Corporation also maintains insurance
and other benefit plans for its employees.

Tax Deductibility of Executive Compensation. In general, under Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), the
Corporation cannot deduct for federal income tax purposes,

12
<PAGE>

compensation in excess of $1 million paid to certain executive officers. This
deduction limitation does not apply, however, to compensation that constitutes
"Qualified performance-based compensation" within the meaning of Section
162(m) of the Code and the regulations promulgated thereunder. The
Compensation Committee has considered the limitations on deductions imposed by
Section 162(m) of the Code, and it is the Compensation Committee's present
intention that, for so long as it is consistent with its overall compensation
objective, substantially all tax deductions attributable to executive
compensation will not be subject to the deduction limitations of Section
162(m) of the Code. The Compensation Committee believes that compensation
deductions attributable to options granted under the corporations 1995 and
2000 Stock Plans qualify for an exception to the requirements of Section
162(m).

Respectfully submitted by the Compensation Committee of the Board of Directors

Rory J. Cowan
James D. Daniell
June Rokoff (1)
- --------
(1) Ms. Rokoff resigned from the Compensation Committee and the Board of
Directors on March 13, 2000.

Compensation Committee Interlocks and Insider Participation

Interlocks. The Compensation Committee during fiscal year 1999 comprised
Ms. Rokoff and Messrs. Cowan and Daniell. The Corporation's Compensation
Committee of the Board of Directors currently consists of Messrs. Daniell,
Deveraux and Regan. No executive officer of the Corporation served as a member
of the compensation committee of another entity (or other committee of the
Board of Directors performing equivalent functions or, in the absence of any
such committee, the entire Board of Directors) of which either Ms. Rokoff or
Messrs. Cowan, Daniell and Regan is an executive officer.

Employment Agreement with Mr. Kolowich. In connection with the
Corporation's merger with Individual, the Corporation entered into an
employment agreement with Michael E. Kolowich, the Corporation's Vice Chairman
and a Director of the Corporation and formerly the Chairman, President and
Chief Executive Officer of Individual. Under this employment agreement, Mr.
Kolowich served as a full-time senior executive to the Corporation from
February 24, 1998 (the effective date of the merger with Individual (the
"Effective Date") until April 30, 1998 (the "Transition Period"). From May 1,
1998 until the third anniversary of the Effective Date, Mr. Kolowich has
served and will continue to serve as a senior executive consultant to the
Corporation (the "Remaining Term"). Furthermore, during the term of his
employment agreement, the Corporation shall take all action necessary and
proper to cause Mr. Kolowich to be elected to the Corporation's Board of
Directors and to serve as the Vice Chairman of the Corporation. Pursuant to
the employment agreement, Mr. Kolowich received a salary at the annual rate of
$250,000 during the Transition Period and receives a salary at an annual rate
of $50,000 during the Remaining Term, or until Mr. Kolowich accepts full time
employment with a third party. Mr. Kolowich is eligible to participate in the
benefits plans maintained by the Corporation during the term of the employment
agreement. Also, under the terms of the employment agreement, Mr. Kolowich
will be bound by non-competition and non-disclosure requirements. Upon the
Effective Date, the Corporation assumed all stock options then held by Mr.
Kolowich all of which became immediately exercisable, with the exception of
784 shares.

Consulting Agreement with Mr. Siegfried. In March 1999, the Corporation
entered into a consulting agreement with Edward R. Siegfried in connection
with his retirement as Vice President--Finance, Chief Executive Officer,
Treasurer and Assistant Secretary. Under the terms of the consulting
agreement, during the period from March 31, 1999 through June 30, 1999 Mr.
Siegfried continued in his capacity as Vice President--Finance, Chief
Executive Officer, Treasurer and Assistance Secretary of the Corporation in
exchange for compensation at an annualized rate of $178,000. Mr. Siegfried
further agreed to serve as Senior Executive Consultant to the Corporation for
compensation at an annualized rate of $50,000 from the period commencing April
1, 1999 until the termination of the consulting agreement, such termination to
be no later than June 30,

13
<PAGE>

2002. The Corporation also agreed that certain of Mr. Siegfried's options
would continue to be exercisable throughout the term of the consulting
agreement.

Severance Agreement and Release with Mr. McLagan. In March 2000, the
Company entered into a severance agreement and release with Donald L. McLagan
in connection with his retirement as Chief Executive Officer and Chairman.
Under the terms of the severance agreement and release, Mr. McLagan will
receive severance at an annual rate of $185,000 commencing March 14, 2000 up
to and through March 14, 2001 The Company has further agreed that Mr.
McLagan's options shall be exercisable until March 14, 2001. Also under the
terms of the severance agreement and release, Mr. McLagan will be bound by
non-competition, non-solicitation and non-disclosure requirements.

14
<PAGE>

Stock Performance Graph

The following graph compares the percentage change in the cumulative total
stockholder return on the Corporation's Common Stock during the period from the
Corporation's initial public offering on August 11, 1995 through December 31,
1999, with the cumulative total return for the Nasdaq Stock Market (U.S.
Companies) and the Nasdaq Computer and Data Processing Services Stock Index
(the "Nasdaq Computer Index"). The comparison assumes $100 were invested on
August 11, 1995 in the Corporation's Common Stock at the $15.00 initial
offering price and in each of the foregoing indices and assumes reinvestment of
dividends, if any.

Comparison of Cumulative Total Return Among
NewsEdge Corporation, Nasdaq Stock Market Index
and Nasdaq Computer Index(1)(2)

[GRAPH APPEARS HERE]

<TABLE>
<S> <C> <C> <C>
NewsEDGE Corporation Nasdaq Composite Index Nasdaq Computer Index
8/11/95 $100 $100 $100
9/29/95 $232 $104 $102
12/29/95 $163 $105 $106
3/29/96 $245 $110 $111
6/28/96 $222 $119 $124
9/30/96 $193 $124 $126
12/31/96 $128 $130 $131
3/31/97 $ 85 $122 $122
6/30/97 $ 73 $145 $156
9/30/97 $ 68 $169 $171
12/31/97 $ 61 $159 $161
3/31/98 $ 94 $186 $213
6/30/98 $ 66 $191 $236
9/30/98 $ 58 $173 $223
12/31/98 $ 78 $223 $288
3/31/99 $ 57 $251 $347
6/30/99 $ 52 $275 $361
9/30/99 $ 62 $281 $374
12/31/99 $ 78 $415 $634
</TABLE>

(1) Prior to August 11, 1995 the Corporation's Common Stock was not publicly
traded. Comparative data is provided only for the period since that date.
This chart is not "solicited material", is not deemed filed with the
Securities and Exchange Commission and is not to be incorporated by
reference in any filings of the Corporation under the Securities Act of
1933, as amended or the Securities Exchange Act of 1934, as amended,
whether made before or after the date hereof and irrespective of any
general incorporation language in any such filing.

(2) The stock price performance shown on the graph is not necessarily
indicative of future price performance. Information used on this graph was
obtained from the Nasdaq Stock Market and the Nasdaq Stock Market and the
Nasdaq Computer indices were prepared for Nasdaq by the Center for Research
in Security Prices at the University of Chicago, a source believed to be
reliable, although the Corporation is not responsible for any errors or
omissions in such information.

15
<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN TRANSACTIONS

William Blair & Company, an affiliate of William Blair Venture Partners III
("Blair"), is a customer of the Corporation and was billed an aggregate of
approximately $95,000 in NewsEdge subscriber fees in the year ended December
31, 1999. Ms. Carnahan, a general partner of Blair, served on the Board of
Directors of the Corporation through March 2000.

Employment Agreement with Mr. Kolowich. In connection with the Corporation's
merger with Individual, the Corporation has entered into an employment
agreement with Michael E. Kolowich, the Corporation's Vice Chairman and a
Director of the Corporation and formerly the Chairman, President and Chief
Executive Officer of Individual. Under this employment agreement, Mr. Kolowich
served as a full-time senior executive consultant to the Corporation from
February 24, 1998 (the effective date of the merger with Individual (the
"Effective Date") until April 30, 1998 (the "Transition Period"). From May 1,
1998 until the third anniversary of the Effective Date, Mr. Kolowich has
served and will continue to serve as a senior executive consultant to the
Corporation (the "Remaining Term"). Furthermore, during the term of his
employment agreement, the Corporation shall take all action necessary and
proper to cause Mr. Kolowich to be elected to the Corporation's Board of
Directors and to serve as the Vice Chairman of the Corporation. Pursuant to
the employment agreement, Mr. Kolowich received a salary at the annual rate of
$250,000 during the Transition Period and receives a salary at an annual rate
of $50,000 during the Remaining Term, or until Mr. Kolowich accepts full time
employment with a third party. Mr. Kolowich is eligible to participate in the
benefits plans maintained by the Corporation during the term of the employment
agreement. Also, under the terms of the employment agreement, Mr. Kolowich
will be bound by non-competition and non-disclosure requirements. Upon the
Effective Date, the Corporation assumed all stock options then held by Mr.
Kolowich all of which became immediately exercisable, with the exception of
784 shares.

Severance Agreement and Release with Mr. McLagan. In March 2000, the Company
entered into a severance agreement and release with Donald L. McLagan in
connection with his retirement as Chief Executive Officer and Chairman. Under
the terms of the severance agreement and release, Mr. McLagan will receive
severance at an annual rate of $185,000 commencing March 14, 2000 up to and
through March 14, 2001 The Company has further agreed that Mr. McLagan's
options shall be exercisable until March 14, 2001. Also under the terms of the
severance agreement and release, Mr. McLagan will be bound by non-competition,
non-solicitation and non-disclosure requirements.

PROPOSAL 2

AMENDMENT OF THE CORPORATION'S 1995 STOCK PLAN

The Corporation's 1995 Stock Plan (the "1995 Plan") was initially adopted by
the Board of Directors on June 16, 1995 and initially approved by stockholders
on June 26, 1995. The 1995 Plan authorized the grant of

16
<PAGE>

stock to employees, non-employee directors and consultants of the Corporation.
A maximum of 625,000 shares of Common Stock were originally reserved for
issuance under the 1995 Plan. Such number was increased to 1,625,000 at the
Corporation's Annual Meeting of Stockholders which was held on June 3, 1997
and to 4,125,000 at the Special Meeting of Stockholders which was held on
February 24, 1998. Options granted under the 1995 Plan may be either
"incentive stock options" as defined in Section 422 of the Code, or
nonstatutory stock options, as determined by the Compensation Committee of the
Board of Directors. Stock appreciation rights may also be granted under the
1995 Plan.

As of the Record Date, options to purchase 3,845,233 shares of Common Stock
granted under the 1995 Plan were outstanding, 279,767 shares remained
available for future option grants, and options covering 273,731 shares had
been exercised.

On March 22, 2000, the Board of Directors approved a further increase of
1,537,600 shares for issuance under the 1995 Plan, which, if approved by the
stockholders, would increase the total shares reserved for issuance under the
1995 Plan since its inception and as of the date immediately following
approval of this proposal to 5,662,600 shares.

Stockholders are requested to approve this amendment to the 1995 Plan. The
management of the Corporation relies on stock options as an essential part of
the compensation package necessary to attract and retain experienced officers
and employees. The Board of Directors believes this increase is in the best
interests of the Corporation as the increase can contribute to ensuring that
the Corporation will have an adequate reserve of shares under the 1995 Plan,
providing additional long-term incentives to help retain key personnel in the
Combined Company.

The affirmative vote of a majority of the votes cast with regard to this
proposal will be required to approve the amendment to the 1995 Plan.
Abstentions will be counted toward the number of shares represented and voting
at the NewsEdge Annual Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"

THE AMENDMENT OF THE 1995 PLAN

Description of the 1995 Plan

The purpose of the 1995 Plan is to provide incentives to officers and other
employees of the Corporation by providing them with opportunities to purchase
stock of the Corporation pursuant to options which qualify as incentive stock
options ("ISO" or "ISOs") as defined in Section 422 of the Code. The 1995 Plan
also provides for the issuance to consultants, employees, officers and
directors of the Corporation of options which do not qualify as ISOs ("Non-
Qualified Option" or "Non-Qualified Options"). Awards and Purchases may also
be granted to consultants, employees, officers and directors of the
Corporation. ISOs, Non-Qualified Options, Awards and Purchases are sometimes
referred to collectively as "Stock Rights," and ISOs and Non-Qualified Options
are sometimes referred to collectively as "Options."

Administration. The 1995 Plan is administered by the Compensation Committee
of the Board of Directors of the Corporation (the "Compensation Committee"),
which currently consists of three directors. Subject to the terms of the 1995
Plan, the Compensation Committee has the authority to select the optionees and
determine the terms of the Options granted, including: (i) the number of
shares subject to each Option, (ii) when the Option becomes exercisable, (iii)
the exercise price of the Option, (iv) the duration of the Option, and (v) the
time, manner and form of payment upon exercise of an Option. The
interpretation and construction by the Committee of any provision of the 1995
Plan or of any Stock Right granted under the 1995 Plan shall be final unless
otherwise determined by the Board of Directors of the Corporation.

Eligible Participants. Subject to certain limitations, ISOs under the 1995
Plan may be granted to any employee of the Corporation other than members of
the Compensation Committee. For any ISO optionee, the

17
<PAGE>

aggregate fair market value (determined on the date of grant of an ISO) of
Common Stock exercised by such optionee during any calendar year (under all
stock option plans of the Corporation or Related Corporations) cannot exceed
$100,000. Any portion of an ISO grant that exceeds such $100,000 limit will be
treated for tax purposes as a Non-Qualified Option. Non-Qualified Options,
awards and purchases may be granted to any director (other than a member of
the Committee), officer, employee or consultant of the Corporation. As of the
Record Date, there were approximately 336 officers and employees of the
Corporation that were eligible to participate in the 1995 Plan.

Granting of Stock Rights, Prices and Duration. Stock Rights may be granted
under the 1995 Plan at any time prior to June 16, 2005. Pursuant to the 1995
Plan, ISOs cannot be granted with exercise prices less than the fair market
value of the Common Stock on the date of grant as determined in good faith by
the Board of Directors (or less than 110% of the fair market value in the case
of ISOs granted to an employee or officer holding 10% or more of the total
combined voting power of the Corporation). The exercise price per share of
Non-Qualified Options granted under the 1995 Plan cannot be less than the
minimum legal consideration required under applicable state law. On the Record
Date the closing price of the Corporation's Common Stock on Nasdaq was $3.25.

The 1995 Plan provides that each Option shall expire on the date specified
by the Compensation Committee, but not more than ten years from its date of
grant in the case of ISOs and ten years and one day in the case of Non-
Qualified Options. However, in the case of an ISO granted to an employee
owning more than 10% of the total combined voting power of all classes of
stock of the Corporation or any Related Corporation, such ISO shall expire
five years from the date of grant.

Exercise of Options. Each Option granted under the 1995 Plan shall either
be fully exercisable at the time of grant or shall become exercisable in such
installments as the Committee may specify. Each Option may be exercised from
time to time, in whole or in part, up to the total number of shares with
respect to which it is then exercisable. The Committee shall have the right to
accelerate the date of exercise of any installment of any Option (subject to
the $100,000 per year limit on the fair market value of stock subject to ISOs
granted to any employee which may become exercisable in any calendar year).

Payment for exercise of an Option under the 1995 Plan may be made in cash or
by check or, if authorized by the Committee in its discretion, in full or in
part by a personal recourse, interest-bearing note, by tendering shares of
Common Stock or by an assignment to the Corporation of the proceeds from the
sale of Common Stock acquired upon exercise of the Option and an authorization
to the broker or selling agent to pay the amount to the Corporation.

Effect of Termination of Employment, Disability or Death. Options granted
under the 1995 Plan are not transferable by the option holder except by will
or by the laws of descent and distribution. If an ISO optionee ceases to be
employed by the Corporation or any Related Corporation other than by reason of
death or disability, no further installment of his or her ISOs will become
exercisable, and the ISOs shall terminate after the passage of 90 days from
the date of termination of employment (but not later than their specified
expiration dates), except to the extent that such ISOs shall have been
converted into Non-Qualified Options.

If an optionee dies, any ISO held by the optionee may be exercised, to the
extent exercisable on the date of death, by the optionee's estate, personal
representative or beneficiary who acquires the option by will or by the laws
of descent and distribution, at any time within 180 days from the date of the
optionee's death (but not later than the specified expiration date of the
ISO). If an ISO optionee ceases to be employed by the Corporation by reason of
his or her disability (as defined in Section 22(e)(3) of the Code), the
optionee may exercise any ISO held by him or her on the date of termination of
employment, to the extent exercisable on that date, at any time within 180
days from the date of termination of employment (but not later than the
specified expiration date of the ISO). Non-Qualified Options are subject to
the termination and cancellation provisions as may be determined by the
Committee.

18
<PAGE>

Non-Assignability of Options. Only the optionee may exercise an Option. No
assignment or transfers are permitted except by will or by the laws of descent
and distribution or, in the case of Non-Qualified Options only, pursuant to a
valid domestic relations order.

Miscellaneous. Option holders are protected against dilution in the event
of a stock dividend, recapitalization, stock split, merger or similar
transaction. The Board of Directors may from time to time adopt amendments,
certain of which are subject to shareholder approval, and may terminate the
1995 Plan at any time (although such action shall not affect options
previously granted). Any shares subject to an Option which for any reason
expires or terminates unexercised may again be available for option grants
under the 1995 Plan. Unless terminated sooner, the 1995 Plan will terminate on
June 16, 2005.

Stock Options Outstanding under the 1995 Plan

The following table sets forth as of May 15, 2000 all Options outstanding
under the 1995 Stock Plan for (i) each of the Named Officers, (ii) each person
who has received five percent or more of the Options granted under the 1995
Plan, (iii) all current executive officers of the Company, as a group, (iv)
all current directors who are not executive officers, as a group and (v) all
employees who are not executive officers or directors of the Company, as a
group.

<TABLE>
<CAPTION>
Number of
Shares
Represented
Name and Principal Position by Options
--------------------------- -----------
<S> <C>
Donald L. McLagan(1).............................................. 100,500
Clifford M. Pollan(1)............................................. 280,500
President, Chief Executive Officer and Director
Ronald Benanto(2)................................................. 225,000
Vice President--Finance, Chief Financial Officer, Treasurer &
Assistant Secretary
Edward R. Siegfried(3)............................................ 169,500
All Current Executive Officers.................................... 505,000
All Current Directors who are not Executive Officers.............. 70,000
All Employees who are not Executive Officers or Directors......... 3,169,233
</TABLE>
- --------
(1) Mr. McLagan retired as the Corporation's Chairman and Chief Executive
Officer in March 1999. Effective March 14, 2000, Mr. Pollan was named
Chief Executive Officer and was appointed to the Board of Directors.

(2) Mr. Benanto joined the Corporation as Vice President--Finance, Chief
Financial Officer, Treasurer and Assistant Secretary in July 1999

(3) Mr. Siegfried officially retired as Vice President--Finance, Chief
Financial Officer, Treasurer and Assistant Secretary in March 1999, but
continued in this position until the hiring of his successor in July 1999.

19
<PAGE>

PROPOSAL 3

APPROVAL OF THE
2000 NON-OFFICER AND NON-DIRECTOR STOCK PLAN

On March 22, 2000, the Corporation's 2000 Non-Officer and Non-Director Stock
Plan (the "2000 Plan") was adopted by the Board of Directors and recommended
for approval to the stockholders. Under the terms of the 2000 Plan, the
Corporation is authorized to make stock awards, provide eligible participants
with the opportunity to purchase stock, grant ISOs and grant Non-Qualified
Options (collectively, the "2000 Stock Rights") to persons who are not
directors and/or officers of the Corporation. The 2000 Plan provides for the
issuance of up to 962,400 shares. The terms of such 2000 Stock Rights,
including the number of shares subject to each Stock Right, when the Stock
Right becomes exercisable, the exercise or purchase price of the Stock Right,
the duration of the Stock Right and the time, manner and form of payment upon
exercise of a Stock Right, are to be determined by the Compensation Committee.

As of the Record Date, options to purchase 962,400 shares of Common Stock
granted under the 2000 Plan were outstanding, no shares remained available for
future option grants and no options had been exercised.

The Corporation relies on stock options as an inducement to obtain and
retain the services of key employees and other individuals who are not
officers or directors of the Corporation. The Board of Directors believes that
adoption of the 2000 Plan is essential to permit the Corporation to continue
to provide long-term, equity-based compensation to present and future key
employees and other individuals of the Corporation. For various administrative
and tax purposes, the Board of Directors had recommended establishing a new
stock option plan for future grants of ISOs and Non-Qualified Options to these
eligible individuals of the Corporation.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE "FOR" THE APPROVAL OF THE
2000 NON OFFICER AND NON DIRECTOR STOCK PLAN

Description of the 2000 Stock Plan

The purpose of the 2000 Plan is to provide incentives to key employees and
other employees of the Corporation by providing them with opportunities to
purchase stock of the Corporation pursuant to options which qualify as
incentive stock options ("ISO" or "ISOs") as defined in Section 422 of the
Code. The 2000 Plan also provides for the issuance to consultants, employees,
and others of the Corporation of options which do not qualify as ISOs ("Non-
Qualified Option" or "Non-Qualified Options"). Awards and Purchases may also
be granted to consultants, employees, and others of the Corporation. ISOs,
Non-Qualified Options, Awards and Purchases are sometimes referred to
collectively as "Stock Rights," and ISOs and Non-Qualified Options are
sometimes referred to collectively as "Options."

Administration. The 2000 Plan is administered by the Compensation Committee
of the Board of Directors of the Corporation (the "Compensation Committee"),
which currently consists of three directors. Subject to the terms of the 2000
Plan, the Compensation Committee has the authority to select the optionees and
determine the terms of the Options granted, including: (i) the number of
shares subject to each Option, (ii) when the Option becomes exercisable, (iii)
the exercise price of the Option, (iv) the duration of the Option, and (v) the
time, manner and form of payment upon exercise of an Option. The
interpretation and construction by the Committee of any provision of the 2000
Plan or of any Stock Right granted under the 2000 Plan shall be final unless
otherwise determined by the Board of Directors of the Corporation. Neither
stock rights nor options may be granted to officers or directors of the
Corporation.

Eligible Participants. Subject to certain limitations, ISOs under the 1995
Plan may be granted to any employee of the Corporation other than officers and
directors. For any ISO optionee, the aggregate fair market value (determined
on the date of grant of an ISO) of Common Stock exercised by such optionee
during any calendar year (under all stock option plans of the Corporation or
Related Corporations) cannot exceed $100,000. Any portion of an ISO grant that
exceeds such $100,000 limit will be treated for tax purposes as a Non-
Qualified Option. Non-Qualified Options, awards and purchases may be granted
to any employee, consultant, and others

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of the Corporation. As of the Record Date, there were approximately 321
employees, consultants, and others that were eligible to participate in the
2000 Plan.

Granting of Stock Rights, Prices and Duration. Stock Rights may be granted
under the 2000 Plan at any time prior to March 22, 2010. Pursuant to the 2000
Plan, ISOs cannot be granted with exercise prices less than the fair market
value of the Common Stock on the date of grant as determined in good faith by
the Board of Directors (or less than 110% of the fair market value in the case
of ISOs granted to an employee or officer holding 10% or more of the total
combined voting power of the Corporation). The exercise price per share of
Non-Qualified Options granted under the 2000 Plan cannot be less than the
minimum legal consideration required under applicable state law. On the Record
Date the closing price of the Corporation's Common Stock on Nasdaq was $3.25.

The 2000 Plan provides that each Option shall expire on the date specified
by the Compensation Committee, but not more than ten years from its date of
grant in the case of ISOs and ten years and one day in the case of Non-
Qualified Options. However, in the case of an ISO granted to an employee
owning more than 10% of the total combined voting power of all classes of
stock of the Corporation or any Related Corporation, such ISO shall expire
five years from the date of grant.

Exercise of Options. Each Option granted under the 2000 Plan shall either
be fully exercisable at the time of grant or shall become exercisable in such
installments as the Committee may specify. Each Option may be exercised from
time to time, in whole or in part, up to the total number of shares with
respect to which it is then exercisable. The Committee shall have the right to
accelerate the date of exercise of any installment of any Option (subject to
the $100,000 per year limit on the fair market value of stock subject to ISOs
granted to any employee which may become exercisable in any calendar year).

Payment for exercise of an Option under the 2000 Plan may be made in cash or
by check or, if authorized by the Committee in its discretion, in full or in
part by a personal recourse, interest-bearing note, by tendering shares of
Common Stock or by an assignment to the Corporation of the proceeds from the
sale of Common Stock acquired upon exercise of the Option and an authorization
to the broker or selling agent to pay the amount to the Corporation.

Effect of Termination of Employment, Disability or Death. Options granted
under the 2000 Plan are not transferable by the option holder except by will
or by the laws of descent and distribution. If an ISO optionee ceases to be
employed by the Corporation or any Related Corporation other than by reason of
death or disability, no further installment of his or her ISOs will become
exercisable, and the ISOs shall terminate after the passage of 90 days from
the date of termination of employment (but not later than their specified
expiration dates), except to the extent that such ISOs shall have been
converted into Non-Qualified Options.

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<PAGE>

amendments, certain of which are subject to shareholder approval, and may
terminate the 2000 Plan at any time (although such action shall not affect
options previously granted). Any shares subject to an Option which for any
reason expires or terminates unexercised may again be available for option
grants under the 2000 Plan. Unless terminated sooner, the 2000 Plan will
terminate on March 22, 2010.

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UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following discussion of the U.S. Federal income tax consequences of the
issuance and exercise of Stock Rights granted under the 1995 and 2000 Plans is
based upon the provisions of the Code as in effect on the date of this Proxy
Statement, current regulations thereunder, and existing administrative rulings
of the Internal Revenue service. It is not intended to be a complete
discussion of all of the U.S. Federal income tax consequences of the 1995 and
2000 Plans or of the requirements that must be met in order to qualify for the
described tax treatment.

Incentive Stock Options. The following general rules are applicable under
current federal income tax law to ISOs granted under the 1995 and 2000 Plans:

1. In general, no taxable income results to the optionee upon the grant
of an ISO or upon the issuance of shares to him or her upon the exercise of
the ISO, and no corresponding federal tax deduction is allowed to the
Corporation upon either grant or exercise of an ISO.

2. If shares acquired upon exercise of an ISO are not disposed of within
(i) two years following the date the ISO was granted or (ii) one year
following the date the shares are issued to the optionee pursuant to the
ISO exercise (the "Holding Periods"), the difference between the amount
realized on any subsequent disposition of the shares and the exercise price
will generally be treated as capital gain or loss to the optionee.

3. If shares acquired upon exercise of an ISO are disposed of before the
Holding Periods are met (a "Disqualifying Disposition"), then in most cases
the lesser of (i) any excess of the fair market value of the shares at the
time of exercise of the ISO over the exercise price or (ii) the actual gain
on disposition will be treated as compensation to the optionee and will be
taxed as ordinary income in the year of such disposition.

4. In any year that an optionee recognizes compensation income as the
result of a Disqualifying Disposition of stock acquired by exercising an
ISO, the Corporation generally should be entitled to a corresponding
deduction for Federal income tax purposes.

5. Any excess of the amount realized by the optionee as the result of a
Disqualifying Disposition over the sum of (i) the exercise price and (ii)
the amount of ordinary income recognized under the above rules generally
will be treated as capital gain.

6. Capital gain or loss recognized by an optionee upon a disposition of
shares will be long-term capital gain or loss if the optionee's holding
period for the shares exceeds one year.

7. An optionee may be entitled to exercise an ISO by delivering shares of
the Corporation's Common Stock to the Corporation in payment of the
exercise price, if the optionee's ISO agreement so provides. If an optionee
exercises an ISO in such fashion, special rules will apply.

8. In addition to the tax consequences described above, the exercise of
ISOs may result in additional tax liability to the optionee under the
alternative minimum tax rules. The Code provides that an "alternative
minimum tax" (at a maximum rate of 28%) will be applied against a taxable
base which is equal to "alternative minimum taxable income," reduced by a
statutory exemption. In general, the amount by which the value of the
Common Stock received upon exercise of the ISO exceeds the exercise price
is included in the optionee's alternative minimum taxable income. A
taxpayer is required to pay the higher of his or her regular tax liability
or the alternative minimum tax. A taxpayer that pays alternative minimum
tax attributable to the exercise of an ISO may be entitled to a tax credit
against his or her regular tax liability in later years.

9. Special rules apply if the stock acquired is subject to vesting, or is
subject to certain restrictions on resale under federal securities laws
applicable to directors, officers or 10% stockholders.

Non-Qualified Options. The following general rules are applicable under
current federal income tax law to Non-Qualified Options granted under the 1995
and 2000 Plans:

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<PAGE>

1. The optionee generally does not realize any taxable income upon the
grant of a Non-Qualified Option, and the Corporation is not allowed a
federal income tax expense deduction by reason of such grant.

2. The optionee generally will recognize ordinary income at the time of
exercise of a Non-Qualified Option in an amount equal to the excess, if
any, of the fair market value of the shares on the date of exercise over
the exercise price. The Corporation may be required to withhold income tax
on this amount.

3. When the optionee sells the shares acquired pursuant to a Non-
Qualified Option, he or she generally will recognize a capital gain or loss
in an amount equal to the difference between the amount realized upon the
sale of the shares and his or her basis in the shares (generally, the
exercise price plus the amount taxed to the optionee as ordinary income).
If the optionee's Holding Period for the shares exceeds one year, such gain
or loss will be a long-term capital gain or loss.

4. The Corporation generally should be entitled to a corresponding
Federal income tax deduction when the optionee recognizes compensation
income.

5. An optionee may be entitled to exercise a Non-Qualified Option by
delivering shares of the Corporation's Common Stock to the Corporation in
payment of the exercise price. If an optionee exercises a Non-Qualified
Option in such fashion, special rules will apply.

6. Special rules apply if the stock acquired is subject to vesting, or is
subject to certain restrictions on resale under federal securities laws
applicable to directors, officers or 10% stockholders.

Awards and Purchases. The following general rules are applicable under
current federal income tax law to Awards and Purchases under the 1995 and 2000
Plans.

1. Persons receiving Common Stock pursuant to an Award or Purchase
generally will recognize ordinary compensation income equal to the fair
market value of the shares received, reduced by any purchase price paid.

2. The Corporation generally should be entitled to a corresponding
deduction for federal income tax purposes when such person recognizes
ordinary income. When such Common Stock is sold, the seller generally will
recognize capital gain or loss.

3. Special rules apply if the stock acquired pursuant to an Award or
Purchase is subject to vesting or is subject to certain restrictions on
resale under Federal securities laws applicable to directors, officers or
10% stockholders.

The foregoing is only a summary of the effect of federal income taxation
upon optionees and the Corporation with respect to the grant and exercise of
options and stock appreciation rights under the 1995 and 2000 Plans. It does
not purport to be complete, and does not discuss the tax consequences of the
employee's or consultant's death or the provisions of the income tax laws of
any municipality, state or foreign country in which the employee or consultant
may reside.

PROPOSAL 4

APPOINTMENT OF AUDITORS

The Board of Directors proposes that the firm of Arthur Andersen LLP
("Arthur Andersen"), independent certified public accountants, be appointed to
serve as auditors for the fiscal year ending December 31, 2000. The
ratification of this selection is not required under the laws of the State of
Delaware, where the Corporation is incorporated, but the results of this vote
will be considered by the Board of Directors in selecting auditors for future
fiscal years. Arthur Andersen has served as the Corporation's accountants
since 1988. It is expected that a member of Arthur Andersen will be present at
the meeting with the opportunity to make a statement if so desired and will be
available to respond to appropriate questions.

24
<PAGE>

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE "FOR" THE RATIFICATION OF THIS SELECTION.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities and Exchange Act, as amended, requires the
Corporation's directors, executive officers and holders of more than 10% of
the Corporation's Common Stock (collectively, "Reporting Persons") to file
with the Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership of Common Stock of the Corporation. Such
persons are required by regulations of the Securities and Exchange Commission
to furnish the Corporation with copies of all such filings. Based on its
review of the copies of such filings received by it with respect to the fiscal
year ended December 1999 and written representations from certain Reporting
Persons, the Corporation believes that all Reporting Persons, except for
Michael Kolowich, William A. Devereaux and Daniell F.X. O'Reilly complied with
all Section 16(a) filing requirements in the fiscal year ended December 31,
1999.

STOCKHOLDER PROPOSALS

Proposals of Stockholders intended for inclusion in the proxy statement to
be furnished to all Stockholders entitled to vote at the next Annual Meeting
of Stockholders of the Corporation must be received at the Corporation's
principal executive offices not later than January 24, 2001. In order to
curtail controversy as to the date on which a proposal was received by the
Corporation, it is suggested that proponents submit their proposals by
Certified Mail, Return Receipt Requested to NewsEdge Corporation, 80 Blanchard
Road, Burlington, Massachusetts 01803, attention: Secretary. In general,
stockholder proposals intended to be presented at an annual meeting, including
proposals for the nomination of directors, must be received by the Corporation
45 days in advance of the mail date of the prior year's proxy statement, or by
April 7, 2001, to be considered for the 2001 Annual Meeting of the
stockholders.

INCORPORATION BY REFERENCE

To the extent that this proxy statement has been or will be specifically
incorporated by reference into any filing by the Corporation under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, the sections of the proxy statement entitled "Report of Compensation
Committee of Board of Directors on Executive Compensation" and "Stock
Performance Graph" shall not be deemed to be so incorporated, unless
specifically otherwise provided in any such filing.

EXPENSES AND SOLICITATION

The cost of solicitation of proxies will be borne by the Corporation, and in
addition to soliciting Stockholders by mail through its regular employees, the
Corporation may request banks, brokers and other custodians, nominees and
fiduciaries to solicit their customers who have stock of the Corporation
registered in the names of a nominee and, if so, will reimburse such banks,
brokers and other custodians, nominees and fiduciaries for their reasonable
out-of-pocket costs. Solicitation by officers and employees of the Corporation
may also be made of some Stockholders in person or by mail, telephone or
telegraph following the original solicitation.

The contents and the sending of this proxy statement has been approved by
the Board of Directors of the Corporation.

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<PAGE>

APPENDIX A

NEWSEDGE CORPORATION

1995 STOCK PLAN, AS AMENDED

1. Purpose. The purpose of the NewsEDGE Corporation 1995 Stock Plan, as
amended (the "Plan") is to encourage key employees of Desktop Data, Inc. (the
"Company") and of any present or future parent or subsidiary of the Company
(collectively, "Related Corporations") and other individuals who render
services to the Company or a Related Corporation, by providing opportunities
to participate in the ownership of the Company and its future growth through
(a) the grant of options which qualify as "incentive stock options" ("ISOs")
under Section 422(b) of the Internal Revenue Code of 1986, as amended (the
"Code"); (b) the grant of options which do not qualify as ISOs ("Non-Qualified
Options"); (c) awards of stock in the Company ("Awards"); and (d)
opportunities to make direct purchases of stock in the Company ("Purchases").
Both ISOs and Non-Qualified Options are referred to hereafter individually as
an "Option" and collectively as "Options." Options, Awards and authorizations
to make Purchases are referred to hereafter collectively as "Stock Rights." As
used herein, the terms "parent" and "subsidiary" mean "parent corporation" and
"subsidiary corporation," respectively, as those terms are defined in Section
424 of the Code.

2. Administration of the Plan.

A. Board or Committee Administration. The Plan shall be administered by
the Board of Directors of the Company (the "Board") or by a committee
appointed by the Board (the "Committee"); provided that the Plan shall be
administered: (i) to the extent required by applicable regulations under
Section 162(m) of the Code, by two or more "outside directors" (as defined
in applicable regulations thereunder) and (ii) to the extent required by
Rule 16b-3 promulgated under the Securities Exchange Act of 1934 or any
successor provision ("Rule 16b-3"), by a disinterested administrator or
administrators within the meaning of Rule 16b-3. Hereinafter, all
references in this Plan to the "Committee" shall mean the Board if no
Committee has been appointed. Subject to ratification of the grant or
authorization of each Stock Right by the Board (if so required by
applicable state law), and subject to the terms of the Plan, the Committee
shall have the authority to (i) determine to whom (from among the class of
employees eligible under paragraph 3 to receive ISOs) ISOs shall be
granted, and to whom (from among the class of individuals and entities
eligible under paragraph 3 to receive Non-Qualified Options and Awards and
to make Purchases) Non-Qualified Options, Awards and authorizations to make
Purchases may be granted; (ii) determine the time or times at which Options
or Awards shall be granted or Purchases made; (iii) determine the purchase
price of shares subject to each Option or Purchase, which prices shall not
be less than the minimum price specified in paragraph 6; (iv) determine
whether each Option granted shall be an ISO or a Non-Qualified Option;
(v) determine (subject to paragraph 7) the time or times when each Option
shall become exercisable and the duration of the exercise period; (vi)
extend the period during which outstanding Options may be exercised; (vii)
determine whether restrictions such as repurchase options are to be imposed
on shares subject to Options, Awards and Purchases and the nature of such
restrictions, if any, and (viii) interpret the Plan and prescribe and
rescind rules and regulations relating to it. If the Committee determines
to issue a Non-Qualified Option, it shall take whatever actions it deems
necessary, under Section 422 of the Code and the regulations promulgated
thereunder, to ensure that such Option is not treated as an ISO. The
interpretation and construction by the Committee of any provisions of the
Plan or of any Stock Right granted under it shall be final unless otherwise
determined by the Board. The Committee may from time to time adopt such
rules and regulations for carrying out the Plan as it may deem advisable.
No member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Stock
Right granted under it.

B. Committee Actions. The Committee may select one of its members as its
chairman, and shall hold meetings at such time and places as it may
determine. A majority of the Committee shall constitute a quorum and acts
of a majority of the members of the Committee at a meeting at which a
quorum is present,

A-1
<PAGE>

or acts reduced to or approved in writing by all the members of the
Committee (if consistent with applicable state law), shall be the valid
acts of the Committee. From time to time the Board may increase the size of
the Committee and appoint additional members thereof, remove members (with
or without cause) and appoint new members in substitution therefor, fill
vacancies however caused, or remove all members of the Committee and
thereafter directly administer the Plan.

C. Grant of Stock Rights to Board Members. Subject to the provisions of
the first sentence of paragraph 2(A) above, if applicable, Stock Rights may
be granted to members of the Board. All grants of Stock Rights to members
of the Board shall in all other respects be made in accordance with the
provisions of this Plan applicable to other eligible persons. Consistent
with the provisions of the first sentence of Paragraph 2(A) above, members
of the Board who either (i) are eligible to receive grants of Stock Rights
pursuant to the Plan or (ii) have been granted Stock Rights may vote on any
matters affecting the administration of the Plan or the grant of any Stock
Rights pursuant to the Plan, except that no such member shall act upon the
granting to himself or herself of Stock Rights, but any such member may be
counted in determining the existence of a quorum at any meeting of the
Board during which action is taken with respect to the granting to such
member of Stock Rights.

3. Eligible Employees and Others. ISOs may be granted only to employees of
the Company or any Related Corporation. Non-Qualified Options, Awards and
authorizations to make Purchases may be granted to any employee, officer or
director (whether or not also an employee) or consultant of the Company or any
Related Corporation. The Committee may take into consideration a recipient's
individual circumstances in determining whether to grant a Stock Right. The
granting of any Stock Right to any individual or entity shall neither entitle
that individual or entity to, nor disqualify such individual or entity from,
participation in any other grant of Stock Rights.

4. Stock. The stock subject to Stock Rights shall be authorized but unissued
shares of Common Stock of the Company, par value $.01 per share (the "Common
Stock"), or shares of Common Stock reacquired by the Company in any manner.
The aggregate number of shares which may be issued pursuant to the Plan is
5,662,600, subject to adjustment as provided in paragraph 13. If any Stock
Right granted under the Plan shall expire or terminate for any reason without
having been exercised in full or shall cease for any reason to be exercisable
in whole or in part or shall be repurchased by the Company, the shares of
Common Stock subject to such Stock Right shall again be available for grants
of Stock Rights under the Plan.

No employee of the Company or any Related Corporation may be granted Options
to acquire, in the aggregate, more than 624,999 of shares of Common Stock
under the Plan. If any Option granted under the Plan shall expire or terminate
for any reason without having been exercised in full or shall cease for any
reason to be exercisable in whole or in part or shall be repurchased by the
Company, the shares subject to such Option shall be included in the
determination of the aggregate number of shares of Common Stock deemed to have
been granted to such employee under the Plan.

5. Granting of Stock Rights. Stock Rights may be granted under the Plan at
any time on or after June 16, 1995 and prior to June 16, 2005. The date of
grant of a Stock Right under the Plan will be the date specified by the
Committee at the time it grants the Stock Right; provided, however, that such
date shall not be prior to the date on which the Committee acts to approve the
grant. Options granted under the Plan are intended to qualify as performance-
based compensation to the extent required under Proposed Treasury Regulation
Section 1.162-27.

6. Minimum Option Price; ISO Limitations.

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<PAGE>

successors in interest may be organized. Non-Qualified Options granted
under the Plan, with an exercise price less than the fair market value per
share of Common Stock on the date of grant, are intended to qualify as
performance-based compensation under Section 162(m) of the Code and any
applicable regulations thereunder. Any such Non-Qualified Options granted
under the Plan shall be exercisable only upon the attainment of a pre-
established, objective performance goal established by the Committee. If
the Committee grants Non-Qualified Options with an exercise price less than
the fair market value per share of Common Stock on the date of grant, such
grant will be submitted for, and will be contingent upon shareholder
approval.

B. Price for ISOs. The exercise price per share specified in the
agreement relating to each ISO granted under the Plan shall not be less
than the fair market value per share of Common Stock on the date of such
grant. In the case of an ISO to be granted to an employee owning stock
possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Related Corporation, the
price per share specified in the agreement relating to such ISO shall not
be less than one hundred ten percent (110%) of the fair market value per
share of Common Stock on the date of grant. For purposes of determining
stock ownership under this paragraph, the rules of Section 424(d) of the
Code shall apply.

C. $100,000 Annual Limitation on ISO Vesting. Each eligible employee may
be granted Options treated as ISOs only to the extent that, in the
aggregate under this Plan and all incentive stock option plans of the
Company and any Related Corporation, ISOs do not become exercisable for the
first time by such employee during any calendar year with respect to stock
having a fair market value (determined at the time the ISOs were granted)
in excess of $100,000. The Company intends to designate any Options granted
in excess of such limitation as Non-Qualified Options.

D. Determination of Fair Market Value. If, at the time an Option is
granted under the Plan, the Company's Common Stock is publicly traded,
"fair market value" shall be determined as of the date of grant or, if the
prices or quotes discussed in this sentence are unavailable for such date,
the last business day for which such prices or quotes are available prior
to the date of grant and shall mean (i) the average (on that date) of the
high and low prices of the Common Stock on the principal national
securities exchange on which the Common Stock is traded, if the Common
Stock is then traded on a national securities exchange; or (ii) the last
reported sale price (on that date) of the Common Stock on The Nasdaq
National Market, if the Common Stock is not then traded on a national
securities exchange; or (iii) the closing bid price (or average of bid
prices) last quoted (on that date) by an established quotation service for
over-the-counter securities, if the Common Stock is not reported on the
Nasdaq National Market. If the Common Stock is not publicly traded at the
time an Option is granted under the Plan, "fair market value" shall mean
the fair value of the Common Stock as determined by the Committee after
taking into consideration all factors which it deems appropriate,
including, without limitation, recent sale and offer prices of the Common
Stock in private transactions negotiated at arm's length.

7. Option Duration. Subject to earlier termination as provided in paragraphs
9 and 10 or in the agreement relating to such Option, each Option shall expire
on the date specified by the Committee, but not more than (i) ten years from
the date of grant in the case of Options generally and (ii) five years from
the date of grant in the case of ISOs granted to an employee owning stock
possessing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Related Corporation, as determined
under paragraph 6(B). Subject to earlier termination as provided in paragraphs
9 and 10, the term of each ISO shall be the term set forth in the original
instrument granting such ISO, except with respect to any part of such ISO that
is converted into a Non-Qualified Option pursuant to paragraph 16.

8. Exercise of Option. Subject to the provisions of paragraphs 9 through 12,
each Option granted under the Plan shall be exercisable as follows:

A. Vesting. The Option shall either be fully exercisable on the date of
grant or shall become exercisable thereafter in such installments as the
Committee may specify.

A-3
<PAGE>

B. Full Vesting of Installments. Once an installment becomes exercisable
it shall remain exercisable until expiration or termination of the Option,
unless otherwise specified by the Committee.

C. Partial Exercise. Each Option or installment may be exercised at any
time or from time to time, in whole or in part, for up to the total number
of shares with respect to which it is then exercisable.

D. Acceleration of Vesting. The Committee shall have the right to
accelerate the date that any installment of any Option becomes exercisable;
provided that the Committee shall not, without the consent of an optionee,
accelerate the permitted exercise date of any installment of any Option
granted to any employee as an ISO (and not previously converted into a Non-
Qualified Option pursuant to paragraph 16) if such acceleration would
violate the annual vesting limitation contained in Section 422(d) of the
Code, as described in paragraph 6(C).

9. Termination of Employment. Unless otherwise specified in the agreement
relating to such ISO, if an ISO optionee ceases to be employed by the Company
and all Related Corporations other than by reason of death or disability as
defined in paragraph 10, no further installments of his or her ISOs shall
become exercisable, and his or her ISOs shall terminate on the earlier of (a)
ninety (90) days after the date of termination of his or her employment, or
(b) their specified expiration dates, except to the extent that such ISOs (or
unexercised installments thereof) have been converted into Non-Qualified
Options pursuant to paragraph 16. For purposes of this paragraph 9, employment
shall be considered as continuing uninterrupted during any bona fide leave of
absence (such as those attributable to illness, military obligations or
governmental service) provided that the period of such leave does not exceed
90 days or, if longer, any period during which such optionee's right to
reemployment is guaranteed by statute. A bona fide leave of absence with the
written approval of the Committee shall not be considered an interruption of
employment under this paragraph 9, provided that such written approval
contractually obligates the Company or any Related Corporation to continue the
employment of the optionee after the approved period of absence. ISOs granted
under the Plan shall not be affected by any change of employment within or
among the Company and Related Corporations, so long as the optionee continues
to be an employee of the Company or any Related Corporation. Nothing in the
Plan shall be deemed to give any grantee of any Stock Right the right to be
retained in employment or other service by the Company or any Related
Corporation for any period of time.

10. Death; Disability.

A. Death. If an ISO optionee ceases to be employed by the Company and all
Related Corporations by reason of his or her death, any ISO owned by such
optionee may be exercised, to the extent otherwise exercisable on the date
of death, by the estate, personal representative or beneficiary who has
acquired the ISO by will or by the laws of descent and distribution, until
the earlier of (i) the specified expiration date of the ISO or (ii) 180
days from the date of the optionee's death.

B. Disability. If an ISO optionee ceases to be employed by the Company
and all Related Corporations by reason of his or her disability, such
optionee shall have the right to exercise any ISO held by him or her on the
date of termination of employment, for the number of shares for which he or
she could have exercised it on that date, until the earlier of (i) the
specified expiration date of the ISO or (ii) 180 days from the date of the
termination of the optionee's employment. For the purposes of the Plan, the
term "disability" shall mean "permanent and total disability" as defined in
Section 22(e)(3) of the Code or any successor statute.

11. Assignability. No Stock Right shall be assignable or transferable by the
grantee except by will, by the laws of descent and distribution or, in the
case of Non-Qualified Options only, pursuant to a valid domestic relations
order. Except as set forth in the previous sentence, during the lifetime of a
grantee each Stock Right shall be exercisable only by such grantee.

A-4
<PAGE>

12. Terms and Conditions of Options. Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including restrictions applicable to shares of Common Stock
issuable upon exercise of Options. The Committee may specify that any Non-
Qualified Option shall be subject to the restrictions set forth herein with
respect to ISOs, or to such other termination and cancellation provisions as
the Committee may determine. The Committee may from time to time confer
authority and responsibility on one or more of its own members and/or one or
more officers of the Company to execute and deliver such instruments. The
proper officers of the Company are authorized and directed to take any and all
action necessary or advisable from time to time to carry out the terms of such
instruments.

13. Adjustments. Upon the occurrence of any of the following events, an
optionee's rights with respect to Options granted to such optionee hereunder
shall be adjusted as hereinafter provided, unless otherwise specifically
provided in the written agreement between the optionee and the Company
relating to such Option:

A. Stock Dividends and Stock Splits. If the shares of Common Stock shall
be subdivided or combined into a greater or smaller number of shares or if
the Company shall issue any shares of Common Stock as a stock dividend on
its outstanding Common Stock, the number of shares of Common Stock
deliverable upon the exercise of Options shall be appropriately increased
or decreased proportionately, and appropriate adjustments shall be made in
the purchase price per share to reflect such subdivision, combination or
stock dividend.

B. Consolidations or Mergers. If the Company is to be consolidated with
or acquired by another entity in a merger, sale of all or substantially all
of the Company's assets or otherwise (an "Acquisition"), the Committee or
the board of directors of any entity assuming the obligations of the
Company hereunder (the "Successor Board"), shall, as to outstanding
Options, either (i) make appropriate provision for the continuation of such
Options by substituting on an equitable basis for the shares then subject
to such Options either (a) the consideration payable with respect to the
outstanding shares of Common Stock in connection with the Acquisition, (b)
shares of stock of the surviving corporation or (c) such other securities
as the Successor Board deems appropriate, the fair market value of which
shall not materially exceed the fair market value of the shares of Common
Stock subject to such Options immediately preceding the Acquisition; or
(ii) upon written notice to the optionees, provide that all Options must be
exercised, to the extent then exercisable, within a specified number of
days of the date of such notice, at the end of which period the Options
shall terminate; or (iii) terminate all Options in exchange for a cash
payment equal to the excess of the fair market value of the shares subject
to such Options (to the extent then exercisable) over the exercise price
thereof.

C. Recapitalization or Reorganization. In the event of a recapitalization
or reorganization of the Company (other than a transaction described in
subparagraph B above) pursuant to which securities of the Company or of
another corporation are issued with respect to the outstanding shares of
Common Stock, an optionee upon exercising an Option shall be entitled to
receive for the purchase price paid upon such exercise the securities he or
she would have received if he or she had exercised such Option prior to
such recapitalization or reorganization.

D. Modification of ISOs. Notwithstanding the foregoing, any adjustments
made pursuant to subparagraphs A, B or C with respect to ISOs shall be made
only after the Committee, after consulting with counsel for the Company,
determines whether such adjustments would constitute a "modification" of
such ISOs (as that term is defined in Section 424 of the Code) or would
cause any adverse tax consequences for the holders of such ISOs. If the
Committee determines that such adjustments made with respect to ISOs would
constitute a modification of such ISOs or would cause adverse tax
consequences to the holders, it may refrain from making such adjustments.

A-5
<PAGE>

E. Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, each Option will terminate immediately prior
to the consummation of such proposed action or at such other time and
subject to such other conditions as shall be determined by the Committee.

F. Issuances of Securities. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or
price of shares subject to Options. No adjustments shall be made for
dividends paid in cash or in property other than securities of the Company.

G. Fractional Shares. No fractional shares shall be issued under the Plan
and the optionee shall receive from the Company cash in lieu of such
fractional shares.

H. Adjustments. Upon the happening of any of the events described in
subparagraphs A, B or C above, the class and aggregate number of shares set
forth in paragraph 4 hereof that are subject to Stock Rights which
previously have been or subsequently may be granted under the Plan shall
also be appropriately adjusted to reflect the events described in such
subparagraphs. The Committee or the Successor Board shall determine the
specific adjustments to be made under this paragraph 13 and, subject to
paragraph 2, its determination shall be conclusive.

14. Means of Exercising Options. An Option (or any part or installment
thereof) shall be exercised by giving written notice to the Company at its
principal office address, or to such transfer agent as the Company shall
designate. Such notice shall identify the Option being exercised and specify
the number of shares as to which such Option is being exercised, accompanied
by full payment of the purchase price therefor either (a) in United States
dollars in cash or by check, (b) at the discretion of the Committee, through
delivery of shares of Common Stock having a fair market value equal as of the
date of the exercise to the cash exercise price of the Option, (c) at the
discretion of the Committee, by delivery of the grantee's personal recourse
note bearing interest payable not less than annually at no less than 100% of
the lowest applicable Federal rate, as defined in Section 1274(d) of the Code,
(d) at the discretion of the Committee and consistent with applicable law,
through the delivery of an assignment to the Company of a sufficient amount of
the proceeds from the sale of the Common Stock acquired upon exercise of the
Option and an authorization to the broker or selling agent to pay that amount
to the Company, which sale shall be at the participant's direction at the time
of exercise, or (e) at the discretion of the Committee, by any combination of
(a), (b), (c) and (d) above. If the Committee exercises its discretion to
permit payment of the exercise price of an ISO by means of the methods set
forth in clauses (b), (c), (d) or (e) of the preceding sentence, such
discretion shall be exercised in writing at the time of the grant of the ISO
in question. The holder of an Option shall not have the rights of a
shareholder with respect to the shares covered by such Option until the date
of issuance of a stock certificate to such holder for such shares. Except as
expressly provided above in paragraph 13 with respect to changes in
capitalization and stock dividends, no adjustment shall be made for dividends
or similar rights for which the record date is before the date such stock
certificate is issued.

15. Term and Amendment of Plan. This Plan was adopted by the Board on June
16, 1995, subject, with respect to the validation of ISOs granted under the
Plan, to approval of the Plan by the stockholders of the Company at the next
Meeting of Stockholders or, in lieu thereof, by written consent. If the
approval of stockholders is not obtained prior to June 16, 1996, any grants of
ISOs under the Plan made prior to that date will be rescinded. The Plan shall
expire at the end of the day on June 16, 2005 (except as to Options
outstanding on that date). Subject to the provisions of paragraph 5 above,
Options may be granted under the Plan prior to the date of stockholder
approval of the Plan. The Board may terminate or amend the Plan in any respect
at any time, except that, without the approval of the stockholders obtained
within 12 months before or after the Board adopts a resolution authorizing any
of the following actions: (a) the total number of shares that may be issued
under the Plan may not be increased (except by adjustment pursuant to
paragraph 13); (b) the benefits accruing to participants under the Plan may
not be materially increased; (c) the requirements as to eligibility for
participation in the Plan may not be materially modified; (d) the provisions
of paragraph 3 regarding eligibility for grants of ISOs may not be modified;
(e) the provisions of paragraph 6(B) regarding the exercise price at which
shares may be offered pursuant to ISOs may not be modified (except by
adjustment pursuant to paragraph 13); (f) the

A-6
<PAGE>

expiration date of the Plan may not be extended; and (g) the Board may not
take any action which would cause the Plan to fail to comply with Rule 16b-3.
Except as otherwise provided in this paragraph 15, in no event may action of
the Board or stockholders alter or impair the rights of a grantee, without
such grantee's consent, under any Option previously granted to such grantee.

16. Conversion of ISOs into Non-Qualified Options. The Committee, at the
written request or with the written consent of any optionee, may in its
discretion take such actions as may be necessary to convert such optionee's
ISOs (or any installments or portions of installments thereof) that have not
been exercised on the date of conversion into Non-Qualified Options at any
time prior to the expiration of such ISOs, regardless of whether the optionee
is an employee of the Company or a Related Corporation at the time of such
conversion. Such actions may include, but shall not be limited to, extending
the exercise period or reducing the exercise price of the appropriate
installments of such ISOs. At the time of such conversion, the Committee (with
the consent of the optionee) may impose such conditions on the exercise of the
resulting Non-Qualified Options as the Committee in its discretion may
determine, provided that such conditions shall not be inconsistent with this
Plan. Nothing in the Plan shall be deemed to give any optionee the right to
have such optionee's ISOs converted into Non-Qualified Options, and no such
conversion shall occur until and unless the Committee takes appropriate
action.

17. Application Of Funds. The proceeds received by the Company from the sale
of shares pursuant to Options granted and Purchases authorized under the Plan
shall be used for general corporate purposes.

18. Notice to Company of Disqualifying Disposition. By accepting an ISO
granted under the Plan, each optionee agrees to notify the Company in writing
immediately after such optionee makes a Disqualifying Disposition (as
described in Sections 421, 422 and 424 of the Code and regulations thereunder)
of any stock acquired pursuant to the exercise of ISOs granted under the Plan.
A Disqualifying Disposition is generally any disposition occurring on or
before the later of (a) the date two years following the date the ISO was
granted or (b) the date one year following the date the ISO was exercised.

19. Withholding of Additional Income Taxes. Upon the exercise of a Non-
Qualified Option, the grant of an Award, the making of a purchase of Common
Stock for less than its fair market value, the making of a Disqualifying
Disposition (as defined in paragraph 18), the vesting or transfer of
restricted stock or securities acquired on the exercise of an Option
hereunder, or the making of a distribution or other payment with respect to
such stock or securities, the Company may withhold taxes in respect of amounts
that constitute compensation includible in gross income. The Committee in its
discretion may condition (i) the exercise of an Option, (ii) the grant of an
Award, (iii) the making of a Purchase of Common Stock for less than its fair
market value, or (iv) the vesting or transferability of restricted stock or
securities acquired by exercising an Option, on the grantee's making
satisfactory arrangement for such withholding. Such arrangement may include
payment by the grantee in cash or by check of the amount of the withholding
taxes or, at the discretion of the Committee, by the grantee's delivery of
previously held shares of Common Stock or the withholding from the shares of
Common Stock otherwise deliverable upon exercise of a Option shares having an
aggregate fair market value equal to the amount of such withholding taxes.

20. Governmental Regulation. The Company's obligation to sell and deliver
shares of the Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such shares.

Government regulations may impose reporting or other obligations on the
Company with respect to the Plan. For example, the Company may be required to
send tax information statements to employees and former employees that
exercise ISOs under the Plan, and the Company may be required to file tax
information returns reporting the income received by grantees of Options in
connection with the Plan.

21. Governing Law. The validity and construction of the Plan and the
instruments evidencing Options shall be governed by the laws of the
Commonwealth of Massachusetts.

A-7
<PAGE>

APPENDIX B

NEWSEDGE CORPORATION

2000 NON-OFFICER AND NON-DIRECTOR STOCK PLAN

1. Purpose. The purpose of the NewsEdge Corporation 2000 Stock Plan, as
amended (the "Plan") is to encourage key employees who are not officers or
directors of NewsEdge Corporation (the "Company") and of any present or future
parent or subsidiary of the Company (collectively, "Related Corporations") and
other individuals who are not officers or directors of the Company who render
services to the Company or a Related Corporation, by providing opportunities
to participate in the ownership of the Company and its future growth through
(a) the grant of options which qualify as "incentive stock options" ("ISOs")
under Section 422(b) of the Internal Revenue Code of 1986, as amended (the
"Code"); (b) the grant of options which do not qualify as ISOs ("Non-Qualified
Options"); (c) awards of stock in the Company ("Awards"); and (d)
opportunities to make direct purchases of stock in the Company ("Purchases").
Both ISOs and Non-Qualified Options are referred to hereafter individually as
an "Option" and collectively as "Options." Options, Awards and authorizations
to make Purchases are referred to hereafter collectively as "Stock Rights." As
used herein, the terms "parent" and "subsidiary" mean "parent corporation" and
"subsidiary corporation," respectively, as those terms are defined in Section
424 of the Code.

2. Administration of the Plan.

A. Board or Committee Administration. The Plan shall be administered by
the Board of Directors of the Company (the "Board") or by a committee
appointed by the Board (the "Committee"); provided that the Plan shall be
administered: (i) to the extent required by applicable regulations under
Section 162(m) of the Code, by two or more "outside directors" (as defined
in applicable regulations thereunder) and (ii) to the extent required by
Rule 16b-3 promulgated under the Securities Exchange Act of 1934 or any
successor provision ("Rule 16b-3"), by a disinterested administrator or
administrators within the meaning of Rule 16b-3. Hereinafter, all
references in this Plan to the "Committee" shall mean the Board if no
Committee has been appointed. Subject to ratification of the grant or
authorization of each Stock Right by the Board (if so required by
applicable state law), and subject to the terms of the Plan, the Committee
shall have the authority to (i) determine to whom (from among the class of
employees eligible under paragraph 3 to receive ISOs) ISOs shall be
granted, and to whom (from among the class of individuals and entities
eligible under paragraph 3 to receive Non-Qualified Options and Awards and
to make Purchases) Non-Qualified Options, Awards and authorizations to make
Purchases may be granted; (ii) determine the time or times at which Options
or Awards shall be granted or Purchases made; (iii) determine the purchase
price of shares subject to each Option or Purchase, which prices shall not
be less than the minimum price specified in paragraph 6; (iv) determine
whether each Option granted shall be an ISO or a Non-Qualified Option; (v)
determine (subject to paragraph 7) the time or times when each Option shall
become exercisable and the duration of the exercise period; (vi) extend the
period during which outstanding Options may be exercised; (vii) determine
whether restrictions such as repurchase options are to be imposed on shares
subject to Options, Awards and Purchases and the nature of such
restrictions, if any, and (viii) interpret the Plan and prescribe and
rescind rules and regulations relating to it. If the Committee determines
to issue a Non-Qualified Option, it shall take whatever actions it deems
necessary, under Section 422 of the Code and the regulations promulgated
thereunder, to ensure that such Option is not treated as an ISO. The
interpretation and construction by the Committee of any provisions of the
Plan or of any Stock Right granted under it shall be final unless otherwise
determined by the Board. The Committee may from time to time adopt such
rules and regulations for carrying out the Plan as it may deem advisable.
No member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Stock
Right granted under it.

B. Committee Actions. The Committee may select one of its members as its
chairman, and shall hold meetings at such time and places as it may
determine. A majority of the Committee shall constitute a

B-1
<PAGE>

quorum and acts of a majority of the members of the Committee at a meeting
at which a quorum is present, or acts reduced to or approved in writing by
all the members of the Committee (if consistent with applicable state law),
shall be the valid acts of the Committee. From time to time the Board may
increase the size of the Committee and appoint additional members thereof,
remove members (with or without cause) and appoint new members in
substitution therefor, fill vacancies however caused, or remove all members
of the Committee and thereafter directly administer the Plan.

3. Eligible Employees and Others. ISOs may be granted only to employees of
the Company or any Related Corporation. Non-Qualified Options, Awards and
authorizations to make Purchases may be granted to any eligible employee or
consultant of the Company or any Related Corporation. The Committee may take
into consideration a recipient's individual circumstances in determining
whether to grant a Stock Right. The granting of any Stock Right to any
individual or entity shall neither entitle that individual or entity to, nor
disqualify such individual or entity from, participation in any other grant of
Stock Rights.

4. Stock. The stock subject to Stock Rights shall be authorized but unissued
shares of Common Stock of the Company, par value $.01 per share (the "Common
Stock"), or shares of Common Stock reacquired by the Company in any manner.
The aggregate number of shares which may be issued pursuant to the Plan is
962,400, subject to adjustment as provided in paragraph 13. If any Stock Right
granted under the Plan shall expire or terminate for any reason without having
been exercised in full or shall cease for any reason to be exercisable in
whole or in part or shall be repurchased by the Company, the shares of Common
Stock subject to such Stock Right shall again be available for grants of Stock
Rights under the Plan.

No employee of the Company or any Related Corporation may be granted Options
to acquire, in the aggregate, more than 673,680 of shares of Common Stock
under the Plan. If any Option granted under the Plan shall expire or terminate
for any reason without having been exercised in full or shall cease for any
reason to be exercisable in whole or in part or shall be repurchased by the
Company, the shares subject to such Option shall be included in the
determination of the aggregate number of shares of Common Stock deemed to have
been granted to such employee under the Plan.

5. Granting of Stock Rights. Stock Rights may be granted under the Plan at
any time on or after March 22, 2000 and prior to March 22, 2010. The date of
grant of a Stock Right under the Plan will be the date specified by the
Committee at the time it grants the Stock Right; provided, however, that such
date shall not be prior to the date on which the Committee acts to approve the
grant. Stock Rights granted under the Plan are intended to qualify as
performance-based compensation to the extent required under Treasury
Regulation Section 1.162-27.

6. Minimum Option Price; ISO Limitations.

A. Price for Non-Qualified Options, Awards and Purchases. The exercise
price per share specified in the agreement relating to each Non-Qualified
Option granted, and the purchase price per share of stock granted in any
Award or authorized as a Purchase, under the Plan shall in no event be less
than the minimum legal consideration required therefor under the laws of
any jurisdiction in which the Company or its successors in interest may be
organized. Non-Qualified Options granted under the Plan, with an exercise
price less than the fair market value per share of Common Stock on the date
of grant, are intended to qualify as performance-based compensation under
Section 162(m) of the Code and any applicable regulations thereunder. Any
such Non-Qualified Options granted under the Plan shall be exercisable only
upon the attainment of a pre-established, objective performance goal
established by the Committee. If the Committee grants Non-Qualified Options
with an exercise price less than the fair market value per share of Common
Stock on the date of grant, such grant will be submitted for, and will be
contingent upon shareholder approval.

B-2
<PAGE>

percent (10%) of the total combined voting power of all classes of stock of
the Company or any Related Corporation, the price per share specified in
the agreement relating to such ISO shall not be less than one hundred ten
percent (110%) of the fair market value per share of Common Stock on the
date of grant. For purposes of determining stock ownership under this
paragraph, the rules of Section 424(d) of the Code shall apply.

8. Exercise of Option. Subject to the provisions of paragraphs 9 through 12,
each Option granted under the Plan shall be exercisable as follows:

A. Vesting. The Option shall either be fully exercisable on the date of
grant or shall become exercisable thereafter in such installments as the
Committee may specify.

B. Full Vesting of Installments. Once an installment becomes exercisable
it shall remain exercisable until expiration or termination of the Option,
unless otherwise specified by the Committee.

B-3
<PAGE>

employee as an ISO (and not previously converted into a Non-Qualified
Option pursuant to paragraph 16) if such acceleration would violate the
annual vesting limitation contained in Section 422(d) of the Code, as
described in paragraph 6(C).

10. Death; Disability.

B-4
<PAGE>

G. Fractional Shares. No fractional shares shall be issued under the Plan
and the optionee shall receive from the Company cash in lieu of such
fractional shares.

B-5
<PAGE>

15. Term and Amendment of Plan. This Plan was adopted by the Board on March
22, 2000, subject, with respect to the validation of ISOs granted under the
Plan, to approval of the Plan by the stockholders of the Company at the next
Meeting of Stockholders or, in lieu thereof, by written consent. If the
approval of stockholders is not obtained prior to March 22, 2001, any grants
of ISOs under the Plan made prior to that date will be rescinded. The Plan
shall expire at the end of the day on March 22, 2010 (except as to Options
outstanding on that date). Subject to the provisions of paragraph 5 above,
Options may be granted under the Plan prior to the date of stockholder
approval of the Plan. The Board may terminate or amend the Plan in any respect
at any time, except that, without the approval of the stockholders obtained
within 12 months before or after the Board adopts a resolution authorizing any
of the following actions: (a) the total number of shares that may be issued
under the Plan may not be increased (except by adjustment pursuant to
paragraph 13); (b) the benefits accruing to participants under the Plan may
not be materially increased; (c) the requirements as to eligibility for
participation in the Plan may not be materially modified; (d) the provisions
of paragraph 3 regarding eligibility for grants of ISOs may not be modified;
(e) the provisions of paragraph 6(B) regarding the exercise price at which
shares may be offered pursuant to ISOs may not be modified (except by
adjustment pursuant to paragraph 13); (f) the expiration date of the Plan may
not be extended; and (g) the Board may not take any action which would cause
the Plan to fail to comply with Rule 16b-3. Except as otherwise provided in
this paragraph 15, in no event may action of the Board or stockholders alter
or impair the rights of a grantee, without such grantee's consent, under any
Option previously granted to such grantee.

B-6
<PAGE>

the appropriate installments of such ISOs. At the time of such conversion, the
Committee (with the consent of the optionee) may impose such conditions on the
exercise of the resulting Non-Qualified Options as the Committee in its
discretion may determine, provided that such conditions shall not be
inconsistent with this Plan. Nothing in the Plan shall be deemed to give any
optionee the right to have such optionee's ISOs converted into Non-Qualified
Options, and no such conversion shall occur until and unless the Committee
takes appropriate action.

21. Governing Law. The validity and construction of the Plan and the
instruments evidencing Options shall be governed by the laws of the
Commonwealth of Massachusetts.

B-7
<PAGE>

NWS01B DETACH HERE

PROXY

NEWSEDGE CORPORATION

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, JUNE 15, 2000

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Clifford M. Pollan and Ronald Benanto, and
each of them with full power of substitution to vote all shares of stock of
NEWSEDGE CORPORATION (the "Corporation") which the undersigned is entitled to
vote at the Annual Meeting of Stockholders of the Corporation to be held on
Thursday, June 15, 2000, at 10:00 a.m. local time at the Westin Hotel-Waltham,
70 Third Avenue, Waltham, Massachusetts 02452, and at any adjournment thereof,
upon matters set forth in the Notice of Annual Meeting and Proxy Statement dated
May 22, 2000, a copy of which has been received by the undersigned.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED. IF NO CHOICE
IS SPECIFIED, THEN THIS PROXY WILL BE VOTED IN FAVOR OF: ELECTING THE NOMINEES
OR ANY NOMINEE FOR WHICH APPROVAL HAS NOT BEEN WITHHELD; APPROVING THE AMENDMENT
TO THE CORPORATION'S 1995 STOCK PLAN; APPROVING THE CORPORATION'S 2000 NON-
OFFICER AND NON-DIRECTOR STOCK PLAN; RATIFYING THE SELECTION OF ARTHUR ANDERSEN
LLP AS AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000. IN THEIR
DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.

- ----------- CONTINUED AND TO BE SIGNED ON REVERSE SIDE -----------
SEE REVERSE SEE REVERSE
SIDE SIDE
- ----------- -----------
<PAGE>

NWS01A DETACH HERE

- --- PLEASE MARK
X VOTES AS IN
- --- THIS EXAMPLE.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS:

1. To elect three (3) Class II directors to serve for a three-year term except
as marked to the contrary below:

NOMINEES: (01) Rory J. Cowan, (02) William A. Devereaux,
(03) Murat H. Davidson

FOR WITHHELD
ALL FROM ALL
NOMINEES [ ] [ ] NOMINEES

--------------------------------------
[ ] For all nominees except as noted above

FOR AGAINST ABSTAIN
2. To approve an amendment to the
Corporation's 1995 Stock Plan to
measure the number of common
stock available for issuance from
4,125,000 to 5,662,600. [ ] [ ] [ ]

3. To approve the Corporation's 2000
Non-Officer and Non-Director Stock
Plan. [ ] [ ] [ ]

4. To ratify the selection of the firm of
Arthur Andersen LLP as auditors for
the Company for the fiscal year
ending December 31, 2000. [ ] [ ] [ ]

5. To transact such other business as may properly come before
the meeting and any adjournments thereof.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Please sign your name exactly as it appears on your stock
certificate(s), write in the date and return this proxy as soon as
possible in the enclosed envelope. If the stock is registered in
more than one name, each joint owner should sign. If signing as
attorney, executor, trustee, administrator or guardian, please
give full title as such. Only authorized officers should sign for
corporations.

Signature: ______________Date:________ Signature:________________ Date:_______