Exhibit 10.34



                          RARE MEDIUM GROUP, INC.
                         EQUITY PARTICIPATION PLAN


     1.   Purpose. The purpose of the Rare Medium Group, Inc. Equity
Participation Plan is to provide incentive for selected employees of Rare
Medium Group, Inc. (the "Company"), its subsidiaries and the entities in
which the Company invests by providing long term compensation tied to the
value of the Company's investment in such entities.

     2.   Definitions. For purposes of this Plan:

     (1)  "Board" means the Board of Directors of the Company.

     (2)  "Committee" means the Compensation Committee of the Board or such
other committee established by the Board to administer this Plan.

     (3)  "Company" means Rare Medium Group, Inc., a Delaware corporation.

     (4)  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

     (5)  "Fair Market Value" means, with respect to Liquid Securities and
Investment Shares (collectively, for purposes of this definition,
"Securities"), the fair market value thereof as determined by such methods
or procedures as shall be established from time to time by the Committee.
Unless otherwise determined by the Committee in good faith, the Fair Market
Value of any Securities as of a particular date means (i) the closing sales
price of such Securities on the national securities exchange on which such
Securities are principally traded, for the last preceding date on which
there was a sale of such Securities on such exchange, or (ii) if such
Securities are then traded in an over-the-counter market, the average of
the closing bid and asked prices for such Securities in such
over-the-counter market for the last preceding date on which there was a
sale of such Securities in such market, or (iii) if such Securities are not
then listed on a national securities exchange or traded in an
over-the-counter market, such value as the Committee, in its sole
discretion, shall determine.

     (6)  "Investee" means an entity in which the Company invests in the
equity securities thereof.

     (7)  "Investment" means, with respect to an Investee, the aggregate
investment made by the Company in the Investment Shares of such Investee.(1)

     (8)  "Investment Shares" means, with respect to an Investee, the
equity securities of such Investee owned by the Company.

     (9)  "Liquid Securities" means securities that are registered pursuant
to the Exchange Act and received by the Company in connection with a
Liquidity Event.

     (10) "Liquidity" means the amount of cash and cash equivalents and the
Fair Market Value of any Liquid Securities received by the Company in
connection with a Liquidity Event, determined as of the date of such
Liquidity Event.

     (11) "Liquidity Event" means an initial public offering, merger,
private sale or other event that results in the Company receiving cash or
Liquid Securities, directly or indirectly, in exchange for any Investment
Share.

     (12) "Participant" means an employee of the Company or of any
Subsidiary or Investee who is selected by the Committee to participate in
the Plan with respect to a Performance Cycle.

     (13) "Participation Unit" means a unit representing an interest in a
Performance Cycle.

     (14) "Performance Cycle" means the three-year period commencing on
January 1, 2000, and each three-year period commencing on each January 1
thereafter. Notwithstanding the foregoing, the Committee may, in its sole
discretion, determine to change the commencement date of a Performance
Cycle, to add additional Performance Cycles with commencement dates other
than January 1, to change the ending date of an existing Performance Cycle
or to make new Performance Cycles with a period of less than or more than
three years.

     (15) "Plan" means this Rare Medium Group, Inc. Equity Participation
Plan, as it may be amended from time to time.

     (16) "Subsidiary" means any entity, 50% or more of the equity
interests of which are owned, directly or indirectly, by the Company.

     3. Administration. The Plan shall be administered by the Committee. In
addition to the other powers granted to the Committee hereunder, the
Committee shall have the authority to interpret the Plan and, subject to
the express provisions of the Plan, establish such rules and regulations or
take such action as it deems necessary or advisable for the proper
administration of the Plan. Each determination made or action taken by the
Committee pursuant to the Plan, including any interpretation of the Plan,
shall be final and conclusive for all purposes and upon all persons,
including but not limited to the Company, the Committee, the Board, each
Participant and each other employee of the Company, its Subsidiaries and
Investees.

     4. Participation; Grants of Participation Units. Prior to the first
day of each Performance Cycle, the Committee shall determine the
Participants for such Performance Cycle, the aggregate number of
Participation Units to be designated with respect to such Performance
Cycle, the number of Participation Units to be awarded to each Participant
with respect to such Performance Cycle and the number and identity of the
Investment Shares upon which the value of the Performance Units with
respect to such Performance Cycle will be based. The Committee may, in its
discretion, designate additional Participants (to the extent that there are
Performance Units designated by the Committee with respect to such
Performance Cycle that have not previously been awarded or have been
forfeited in accordance with Section 5 below), award additional Performance
Units (to the extent that there are Performance Units designated by the
Committee with respect to such Performance Cycle that have not previously
been awarded or have been forfeited in accordance with Section 5 below)
and/or designate additional Investment Shares with respect to a Performance
Cycle after such Performance Cycle has commenced; provided, however, that
in no event may the Committee increase the maximum number of Performance
Units that may be awarded with respect to a Performance Cycle after such
Performance Cycle has commenced.

     5. Vesting of Award. A Participant will become vested in the
Performance Unit awarded to such Participant with respect to a Performance
Cycle only if such Participant is still employed by the Company or any of
its Subsidiaries or Investees on the last day of such Performance Cycle.
Any Performance Unit held by a Participant whose employment with the
Company, its Subsidiaries and any Investee terminates for any reason prior
to the last day of such Performance Cycle shall be immediately forfeited.

     6.   Payment of Awards.

         (1) Timing and Form. The Company shall make payments to a
Participant with respect to a particular Investee included in a Performance
Cycle as soon as practicable following each Liquidity Event with respect to
such Investee, but in no event prior to the end of such Performance Cycle.
The payments made hereunder shall be in cash, in shares of common stock of
the Company or in a combination of cash and shares of the common stock of
the Company, as determined by the Committee in its sole discretion. (1)

         (2) Amount. The amount of each payment to a Participant shall be
calculated separately with respect to each Investee included in the
Performance Cycle and shall be equal to (1) the excess, if any, of the
aggregate Liquidity realized by the Company in respect of the Applicable
Percentage of the Investment Shares related to such Investee with respect
to which a Liquidity Event has occurred over the Fair Market Value of such
Investment Shares on the first day of the Performance Cycle (or on such
later date on which such Investment Shares were designated by the Committee
with respect to such Performance Cycle) divided by (2) the total number of
Participation Units designated with respect to such Performance Cycle and
multiplied by (3) the number of Participation Units held by such
participant with respect to such Performance Cycle. For purposes of the
foregoing, "Applicable Percentage" shall mean the percentage of Investment
Shares relating to the Investee with respect to which the Company has
received cash or Liquid Securities in connection with the Liquidity Event
in respect of which the distribution is being made.

     7. Amendment and Termination. The Board may terminate the Plan at any
time or amend the Plan at any time, in whole or in part, in its discretion;
provided, however, that no such amendment or termination shall adversely
affect any Participation Units then outstanding with respect to any
Performance Cycle ended prior to the date of such amendment or termination.

     8. Withholding. The Company shall be entitled to deduct and withhold
from any payment made to a Participant such amount as may be required by
any federal, state or local tax rules or regulations.

     9. No Right to Employment. Neither the establishment of the Plan, nor
any modification thereof, nor the payment of any benefits shall be
construed as giving any Participant the right to be retained in the service
of the Company, any Subsidiary or any Investee and all Participants shall
remain subject to discharge to the same extent as if the Plan had never
been adopted.

     10. Severability. If any provision of the Plan shall be held invalid
or unenforceable, such invalidity or unenforceability shall not affect any
other provisions hereof, and the Plan shall be construed and enforced as if
such provisions had not been included.

     11. Interest Not Transferable. The interests of a Participant under
the Plan may not be assigned, alienated, transferred or encumbered, any
attempt to do so will be null and void.

     12. Company's Obligations. The Company, and not the Committee or any
member thereof, shall be liable for any and all claims made in connection
with the Plan and for any and all payments to which any Participant may be
entitled under the Plan. The Plan shall be unfunded. The Company shall not
be required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any amounts due hereunder.

     13. Effective Date. The Plan shall be effective as of January 1, 2000.

     14. Headings. The headings and captions herein are provided for
reference and convenience only, shall not be considered part of the Plan,
and shall not be employed in the construction of the Plan.

     15. Governing Law. This Plan shall be construed and enforced according
to the laws of the State of New York, without regard to its principles of
conflict of laws.