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                                                                    Exhibit 10.3

                     AMENDED AND RESTATED PROMISSORY NOTE


$44,835.00 (U.S.)                                            Seattle, Washington

                                        Original Issuance Date:  October 8, 1999

                                            Amended and Restated:  July 25, 2001


     For value received, the undersigned, Jeffrey Miller, promises to pay on
demand to the order of Avenue A, Inc., a Washington corporation (the "Company"),
the principal sum of Forty Four Thousand Eight Hundred Thirty Five Dollars
($44,835.00) with interest compounded annually from the original issuance date
(the "Original Issuance Date") at a rate equal to the greater of (i) the
applicable federal funds rate as determined on the Original Issuance Date and
redetermined each year on the anniversary date of the Original Issuance Date, or
(ii) the lowest rate necessary to avoid the imputation of interest under the
Internal Revenue Code of 1986, as amended, from the Issuance Date on the unpaid
balance until this Amended and Restated Promissory Note (this "Note"), including
the interest thereon, is paid in full or forgiven in accordance with the terms
hereof, such interest to be paid annually on each anniversary date of this Note.

     If payment of any sum is not made within ten days after demand, then this
Note shall be in default, and, at the option of the holder hereof, without prior
notice, the principal sum and interest shall bear interest from such default
until paid at the rate of twelve percent (12%), compounded quarterly, or the
maximum rate permitted by law, whichever is less.

     Principal and interest are payable in lawful money of the United States of
America at such place as the holder may designate. All payments of principal and
interest hereunder shall be applied first against accrued interest and then
against principal. The undersigned shall have the right, upon payment of all
accrued interest to the date of payment, to pre-pay at any time in advance of
maturity, without premium or penalty, all or any part of the outstanding
principal amount of this Note.

     One-third of the principal balance outstanding on January 1, 2002 and all
accrued interest as of such date shall be forgiven on such date if the
undersigned continues to be employed by the Company as of January 1, 2002, one-
half of the principal balance outstanding on January 1, 2003 and all accrued
interest as of such date shall be forgiven on such date if the undersigned
continues to be employed by the Company as of January 1, 2003, and any remaining
principal amount and accrued interest shall be forgiven on January 1, 2004 if
the undersigned continues to be employed by the Company as of January 1, 2004.
Promptly after each date on which an amount hereunder is forgiven in accordance
with the preceding sentence, the Company shall provide to the undersigned, on a
"grossed up" basis, an amount equal to the amount of applicable federal taxes
that the undersigned shall owe in respect of any amounts forgiven on such date
(including any taxes on "gross up" payments).
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Such amounts shall be deposited into an appropriate withholding account on
behalf of the undersigned.

     If the undersigned voluntarily resigns or is terminated for "Cause" (as
that term is defined in Exhibit A hereto ("Cause")), the outstanding principal
amount and accrued interest shall become immediately due and payable without
notice. If (a) the undersigned is terminated without "Cause," (b) the
undersigned is subject to a "Total Disability" (as that term is defined in
Exhibit A hereto), (c) a "Corporate Transaction" (as that term is defined in
Exhibit A hereto) occurs, or (d) the Company winds up its operations and ceases
doing business, then in any such case any outstanding principal amount plus
accrued interest shall be forgiven and the Company shall promptly thereafter
provide to the undersigned, on a "grossed up" basis, an amount equal to the
amount of applicable federal taxes that the undersigned shall owe in respect of
any amounts so forgiven (including any taxes on "gross up" payments). Such
amounts shall be deposited into an appropriate withholding account on behalf of
the undersigned.

     If suit is brought on this Note, or if it is placed in the hands of an
attorney for collection, after any default in any payment, the undersigned
promises and agrees to pay all costs of collection, including attorneys' fees,
incurred thereby. Such costs of collection include, without limitation, any
attorneys' fees and costs incurred by the holder in a bankruptcy case or
proceeding in which the undersigned is a debtor.

     This Note is with full recourse against the undersigned. This Note is to be
construed in all respects and enforced according to the laws of the State of
Washington, without regard for any choice of law rules that might be asserted to
subject this Note to the laws of any other jurisdiction. Presentment, notice of
dishonor and protest are waived by the undersigned.

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     This Note shall be fully binding on and inure to the benefit of the
successors, heirs, legal representatives and assigns of the parties hereto. This
Note supercedes and replaces in its entirety the promissory note issued by the
Company to the undersigned on October 8, 1999.

ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR
FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

                                                     Signature:

                                                     /s/ Jeffrey Miller
                                                     ---------------------------
                                                              Jeffrey Miller



Agreed to and accepted this 25th day of July, 2001:

AVENUE A, INC.



/s/ Brian McAndrews
---------------------------
Brian McAndrews
President & CEO

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                                   Exhibit A

     1.  The definition of "Cause" shall include, without limitation, the
occurrence of one or more of the following events:

         (a)  willful misconduct, insubordination, or dishonesty in the
     performance of the undersigned's duties or other knowing and material
     violation of the Company's or a Successor Company's policies and procedures
     in effect from time to time which results in a material adverse effect on
     the Company or a Successor Company (as defined below);

         (b)  willful actions (or intentional failures to act) in bad faith with
     respect to the Company or a Successor Company that materially impair the
     Company's or a Successor Company's business, goodwill or reputation;

         (c)  conviction of a felony involving an act of dishonesty, moral
     turpitude, deceit or fraud, or the commission of acts that could reasonably
     be expected to result in such a conviction;

         (d)  current use by the undersigned of illegal substances; or

         (e)  any material willful violation of a confidentiality agreement with
     the Company.

         "Successor Company" means any of (i) any corporation that acquires all
or substantially all of the assets of the Company in a "Change of Control"
described in clause (a) of the definition of "Change of Control" below or (ii) a
successor corporation to the Company (or parent corporation thereof) resulting
from a "Change in Control" of the Company described in clause (b) of the
definition of "Change of Control" below.

         "Change of Control" means:

                  (a) the sale or other disposition of all or substantially all
         of the Company's assets, other than to a corporation with respect to
         which immediately following such sale or disposition (i) securities
         representing more than sixty percent (60%) of the combined voting power
         the capital stock of such corporation are then beneficially owned,
         directly or indirectly, by all or substantially all of the beneficial
         owners of securities representing the combined voting power of the
         capital stock of the Company (the "Company Voting Securities")
         immediately prior to such sale or disposition in substantially the same
         proportion as their ownership, immediately prior to such sale or other
         disposition, of Company Voting Securities, (ii) no Person (as defined
         below) (excluding the Company, any employee benefit plan (or related
         trust) of the Company or such corporation and any Person beneficially
         owning, immediately prior to such sale or other disposition, directly
         or indirectly, securities representing
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         33% or more of Company Voting Securities) beneficially owns, directly
         or indirectly, securities representing 33% or more of the combined
         voting power of the capital stock of such corporation; and (iii) at
         least a majority of the members of the board of directors of such
         corporation were approved by a majority of the Incumbent Directors (as
         defined below) at the time such transaction was initially approved by
         the Company; or

                  (b) the reorganization, merger or consolidation of the Company
         with any other corporation or entity, in each case unless immediately
         following such reorganization, merger or consolidation (i) securities
         representing more than 60% of the combined voting power of the capital
         stock of the corporation resulting from such reorganization, merger or
         consolidation are then beneficially owned, directly, or indirectly, by
         all or substantially all of the individuals and entities who were the
         beneficial owners of Company Voting Securities immediately prior to
         such reorganization, merger or consolidation in substantially the same
         proportion as their ownership, immediately prior to such
         reorganization, merger or consolidation, of Company Voting Securities,
         (B) no Person (excluding the Company, any employee benefit plan (or
         related trust) of the Company or such corporation resulting from such
         reorganization, merger or consolidation and any Person beneficially
         owning, immediately prior to such reorganization, merger or
         consolidation, directly or indirectly, securities representing 33% or
         more of Company Voting Securities) beneficially owns, directly or
         indirectly, securities representing 33% or more of the combined voting
         power of the corporation resulting from such reorganization, merger or
         consolidation, and (C) at least a majority of the members of the board
         of directors of the corporation resulting from such reorganization,
         merger or consolidation were Incumbent Directors at the time that the
         agreement for such reorganization, merger or consolidation was
         initially executed.

                  An "Incumbent Director" is a member of the Company's Board of
         Directors (the "Board") who has been either (i) nominated by a majority
         of the directors of the Company then in office or (ii) appointed by
         directors so nominated, but excluding, for this purpose, any such
         individual whose initial assumption of office occurs as a result of
         either an actual or threatened election contest (as such terms are used
         in Rule 14a-11 of Regulation 14A promulgated under the Securities
         Exchange Act of 1934, as amended (the "Exchange Act")) or other actual
         or threatened solicitation of proxies or consents by or on behalf of a
         Person other than the Board.

                  A "Person" includes any person (including any individual,
         entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of
         the Exchange Act).

         2.  The definition of "Total Disability" means the undersigned's
inability to perform his or her duties at the Company for a period or periods
aggregating ninety (90) calendar days in any 12-month period as a result of
physical or mental illness, loss of legal capacity or any other cause beyond the
undersigned's control, unless the undersigned is

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granted a leave of absence by the Company's Board of Directors. Total Disability
shall be deemed to occur (a) at the end of the calendar month in which the
undersigned's death occurs or (b) provided that an independent physician
appointed by the Company and reasonably acceptable to the undersigned or his
personal representative (the "Independent Physician") has determined in a
written report made available to the undersigned or his personal representative
that the undersigned is unable to perform his or her duties at the Company as a
result of physical or mental illness, loss of legal capacity or any other cause
beyond the undersigned's control, and such disability has been in effect for a
period or periods aggregating ninety (90) calendar days in a 12-month period,
immediately upon notice to the undersigned or his or her personal
representative. Notwithstanding the foregoing, Total Disability shall not
include any temporary illness or condition that prevents the undersigned from
performing his or her duties for a period of no more than 180 days if, in the
opinion of the Independent Physician, the undersigned is reasonably likely to
recover within 180 days or less from the onset of the illness or condition, such
that he or she can permanently resume performance of his or her duties.

         3. The definition of "Corporate Transaction" means either of the
following events:

                  (a)  Consummation of any merger or consolidation of the
         Company in which the Company is not the continuing or surviving
         corporation, or pursuant to which shares of the Company's common stock
         are converted into cash, securities or other property, if following
         such merger or consolidation the holders of the Company's outstanding
         voting securities immediately prior to such merger or consolidation do
         not own at least 50% of the outstanding voting securities of the
         surviving corporation (or its parent); or

                  (b)  Consummation of any sale, lease, exchange or other
         transfer in one transaction or a series of related transactions of all
         or substantially all the Company's outstanding securities or all or
         substantially all the Company's assets other than a transfer of the
         Company's securities or assets to a majority-owned "subsidiary
         corporation" (as that term is defined in Section 422 of the Internal
         Revenue Code) of the Company.

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