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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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FORM 10-K/A

AMENDMENT NO. 1



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FOR ANNUAL AND TRANSITION REPORTS

PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2004



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from              to



Commission file number 000-29723



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DIGITAS INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 04-3494311                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)
|                                                               | 
|The Prudential Tower 800 Boylston Street Boston, Massachusetts |  | 02199                            
|(Address of principal executive offices)                       |  | (Zip Code)                       



(617) 867-1000

(Registrants Telephone Number, Including Area Code)



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Securities Registered Pursuant to Section 12(b) of The Act: None



Securities Registered Pursuant to Section 12(g) of The Act:



Common Stock, $.01 Par Value Per Share



Preferred Stock Purchase Rights

(Title of Each Class)



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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈



Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes  x    No ̈



The aggregate market value of the voting stock of the Registrant held by non-affiliates of the Registrant, based upon the
closing sale price of $11.03 on the Nasdaq National Market on June 30, 2004 was $717,164,798.



As of March 9, 2005, 89,145,564 shares of the Registrants common stock were issued and outstanding.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of the definitive proxy statement relating to the Registrants Annual Meeting of Stockholders held on May 12, 2005 are incorporated by
reference into Part III of this report to the extent described therein.



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EXPLANATORY NOTE



Digitas Inc. is filing this Form 10-K/A solely to correct the Consent of Independent Auditors filed as Exhibit 23.1 to the
companys Annual Report on Form 10-K filed on March 15, 2005, by adding the clause: Digitas Inc. managements assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control
over financial reporting of Digitas, Inc. and by correcting the heading of the document. That clause and the correct heading were contained in the manually signed consent dated March 15, 2005 that was received by Digitas Inc. on that date, but
were inadvertently omitted from the electronic version filed with the Securities and Exchange Commission. No other changes are being made by means of this filing. This Form 10-K/A does not reflect events occurring after the filing of the original
Form 10-K, or modify or update the disclosures therein in any way other than as required to reflect the amendment set forth below.



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on May 27, 2005.



DIGITAS INC.




|                       |  |                                                                                              |  |             
|---------------------- |  | -------------------------------------------------------------------------------------------- |  | ------------
|Name                   |  | Capacity                                                                                     |  | Date        
|/s/ David W. Kenny     |  | Chief Executive Officer and Chairman of the Board of Directors (principal executive officer) |  | May 27, 2005
|David W. Kenny         |  |                                                                                             
|                       |  |                                                                                             
|/s/ Brian K. Roberts   |  | Chief Financial Officer (principal financial officer and principal accounting officer)       |  | May 27, 2005
|Brian K. Roberts       |  |                                                                                             
|                       |  |                                                                                             
|*                      |  | Director                                                                                     |  | May 27, 2005
|Gregory S. Bailar      |  |                                                                                             
|                       |  |                                                                                             
|*                      |  | Director                                                                                     |  | May 27, 2005
|Michael E. Bronner     |  |                                                                                             
|                       |  |                                                                                             
|*                      |  | Director                                                                                     |  | May 27, 2005
|Robert Glatz           |  |                                                                                             
|                       |  |                                                                                             
|*                      |  | Director                                                                                     |  | May 27, 2005
|Philip U. Hammarskjold |  |                                                                                             
|                       |  |                                                                                             
|*                      |  | Director                                                                                     |  | May 27, 2005
|Arthur Kern            |  |                                                                                             
|                       |  |                                                                                             
|*                      |  | Director                                                                                     |  | May 27, 2005
|Gail J. McGovern       |  |                                                                                             
|                       |  |                                                                                             
|*                      |  | Director                                                                                     |  | May 27, 2005
|Joseph R. Zimmel       |  |                                                                                             

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|       |  |                        |  |             
|------ |  | ---------------------- |  | ------------
|* By:  |  | /s/ Ernest W. Cloutier |  | May 27, 2005
|Name:  |  | Ernest W. Cloutier     |  |             
|Title: |  | Attorney-in-Fact       |  |             



3



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INDEX TO EXHIBITS



|            |  |                                                                                                                                                                                                              |  |                                                                                                                                                                               
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Index Title                                                                                                                                                                                          |  | Method of Filing                                                                                                                                                              
|2.1         |  | Agreement and Plan of Merger between Bronner Slosberg Humphrey Co. and BSH Inc. dated December 19, 2001                                                                                                      |  | Incorporated by reference to Exhibit 3.1 to the Annual Report of Form 10-K for the year ended December 31, 2001 (SEC File No. 000-29723)                                      
|            |  |                                                                                                                                                                                                             
|2.2         |  | Agreement and Plan of Merger, dated as of July 15, 2004, by and among Digitas Inc., a Delaware corporation, Digitas Acquisition Corp., a Delaware corporation and Modem Media, Inc., a Delaware
corporation. |  | Incorporated by reference to Annex A to the Registration Statement on Form S-4 (SEC File No. 333-118151), as amended, as filed with the Securities and Exchange Commission    
|            |  |                                                                                                                                                                                                             
|3.1         |  | Amended and Restated Certificate of Incorporation of Digitas Inc.                                                                                                                                            |  | Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission 
|            |  |                                                                                                                                                                                                             
|3.2         |  | Certificate of Designations, Preferences and Rights of a Series of Preferred Stock of Digitas Inc.                                                                                                           |  | Incorporated by reference to Exhibit 3.1 to the Form 8-A (SEC File No. 000-29723), as filed with the Securities and Exchange Commission                                       
|            |  |                                                                                                                                                                                                             
|3.3         |  | By-laws of Digitas Inc.                                                                                                                                                                                      |  | Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission 
|            |  |                                                                                                                                                                                                             
|4.1         |  | Specimen certificate for shares of common stock, $.01 par value, of Digitas Inc.                                                                                                                             |  | Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission 
|            |  |                                                                                                                                                                                                             
|4.2         |  | Shareholder Rights Agreement, dated January 25, 2005, between Digitas Inc. and American Stock Transfer & Trust Company, as Rights Agent                                                                      |  | Incorporated by reference to Exhibit 4.1 to the Form 8-A (SEC File No. 000-29723), as filed with the Securities and Exchange Commission                                       
|            |  |                                                                                                                                                                                                             
|4.3         |  | Description of the Companys Rights to purchase shares of the Companys Series A Junior Participating Cumulative Preferred Stock                                                                             |  | Incorporated by reference to the Registration Statement on Form 8-A filed with the Securities and Exchange Commission on January 28, 2005                                     
|            |  |                                                                                                                                                                                                             
|10.1        |  | The Bronner Slosberg Humphrey Co. 1998 Option Plan                                                                                                                                                           |  | Incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
|            |  |                                                                                                                                                                                                             
|10.2        |  | The Bronner Slosberg Humphrey Co. 1999 Option Plan                                                                                                                                                           |  | Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
|            |  |                                                                                                                                                                                                             
|10.3        |  | Form of 2000 Stock Option and Incentive Plan                                                                                                                                                                 |  | Incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
|            |  |                                                                                                                                                                                                             
|10.4        |  | Modem Media.Poppe Tyson, Inc. Amended and Restated 1997 Stock Option Plan (as amended December 11, 1998)                                                                                                     |  | Incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 (SEC File No. 333-68057), as amended, as filed with the Securities and Exchange Commission
|            |  |                                                                                                                                                                                                             
|10.5        |  | Modem Media.Poppe Tyson, Inc. 1999 Stock Incentive Plan                                                                                                                                                      |  | Incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 (SEC File No. 96483), as filed with the Securities and Exchange Commission                
|            |  |                                                                                                                                                                                                             
|10.6        |  | Modem Media 2000 Stock Incentive Plan                                                                                                                                                                        |  | Incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 (SEC File No. 46204), as filed with the Securities and Exchange Commission                
|            |  |                                                                                                                                                                                                             
|10.7        |  | Form of 2000 Employee Stock Purchase Plan                                                                                                                                                                    |  | Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
|            |  |                                                                                                                                                                                                             
|10.8        |  | Form of Restricted Stock Award Agreement                                                                                                                                                                     |  | Incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)                        
|            |  |                                                                                                                                                                                                             
|10.9        |  | Lease Agreement, dated as of May 31, 1995, by and between The Prudential Insurance Company of America and Bronner Slosberg Humphrey Inc. (including amendment numbers 1-6, each dated as of May
31, 1995)    |  | Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
|            |  |                                                                                                                                                                                                             
|10.10       |  | Seventh Amendment to Lease, dated as of March 29, 1999, by and between BP Prucenter Acquisition, LLC and Bronner Slosberg Humphrey, LLC                                                                      |  | Incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission



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|            |  |                                                                                                                                                                                                                         |  |                                                                                                                                                                                          
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Index Title                                                                                                                                                                                                     |  | Method of Filing                                                                                                                                                                         
|10.11       |  | Eight Amendment to Lease, dated as of July 30, 1999, by and between BP Prucenter Acquisition, LLC and Bronner Slosberg Humphrey, LLC                                                                                    |  | Incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission           
|            |  |                                                                                                                                                                                                                        
|10.12       |  | Agreement of Sublease, dated as of November 15, 1999, by and between Bill Communications, Inc. and Bronnercom, LLC                                                                                                      |  | Incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission          
|            |  |                                                                                                                                                                                                                        
|10.13       |  | Sub-Sublease Agreement, dated as of June 5, 1998, by and between Strategic Interactive Group, Inc. and Allegiance Telecom, Inc. (including the termination of the Sub-Sublease Agreement, dated as
of December 7, 1999) |  | Incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission          
|            |  |                                                                                                                                                                                                                        
|10.14       |  | Sublease Agreement, dated as of August 21, 1997, by and among Tesseract Corporation; Strategic Interactive Group, Inc.; and Bronner Slosberg Humphrey Inc. (including the First Amendment, dated
as of June 15, 1999)   |  | Incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission          
|            |  |                                                                                                                                                                                                                        
|10.15       |  | Lease, dated as of April 21, 1998, between Norwalk Improvements LLC, a New York limited liability company, and TN Technologies, Inc., a Delaware corporation                                                            |  | Incorporated by reference to Exhibit 10.61 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)                                  
|            |  |                                                                                                                                                                                                                        
|10.16       |  | Amendment to Lease, dated as of November 6, 1998, by and between Norwalk Improvements, LLC, and New York limited liability company, and TN Technologies, Inc., a Delaware corporation                                   |  | Incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)                                  
|            |  |                                                                                                                                                                                                                        
|10.17       |  | Second Amendment to Lease, dated as of February 11, 2000, by and between Norwalk Improvements, LLC, a New York limited liability company, and Modem Media.Poppe Tyson, Inc., a Delaware
corporation                     |  | Incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)                                  
|            |  |                                                                                                                                                                                                                        
|10.18       |  | Third Amendment to Lease, dated as of June 20, 2000, by and between Norwalk Improvements, LLC, a New York limited liability company, and Modem Media.Poppe Tyson, Inc., a Delaware
corporation                          |  | Incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)                                  
|            |  |                                                                                                                                                                                                                        
|10.19       |  | Lease relating to 183 Eversholt Street, London NW1, dated June 8, 2000, between Allied Dunbar Assurance PLC and Modem Media (UK) Limited                                                                                |  | Incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)                                  
|            |  |                                                                                                                                                                                                                        
|10.20       |  | Office building Lease, dated as of July 26, 1999, by and between CEP Investors XII LLC as landlord and Modem Media.Poppe Tyson, Inc. as tenant                                                                          |  | Incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)                                  
|            |  |                                                                                                                                                                                                                        
|10.21       |  | Master Security Agreement, dated September 27, 2000, by and among Digitas LLC and Fleet Capital Corporation                                                                                                             |  | Incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K for the year ended December 31, 2000                                                                        
|            |  |                                                                                                                                                                                                                        
|10.22       |  | Amended and Restated Warrant Agreement, dated as of September 8, 2003, by and between Digitas Inc. and Highbridge International LLC                                                                                     |  | Incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K for the year ended December 31, 2003                                                                        
|            |  |                                                                                                                                                                                                                        
|10.23       |  | First Amendment to 2000 Stock Option and Incentive Plan                                                                                                                                                                 |  | Incorporated by reference to Exhibit C to the Definitive Proxy Statement on Schedule 14A (SEC File No. 000-29723), as filed with the Securities and Exchange Commission on April 3,
2001.
|            |  |                                                                                                                                                                                                                        
|10.24       |  | Employment Agreement, dated as of January 6, 1999, by and between David W. Kenny and Bronner Slosberg Humphrey, LLC                                                                                                     |  | Incorporated by reference to Exhibit 10.24 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission          
|            |  |                                                                                                                                                                                                                        
|10.25       |  | First Amendment to Employment Agreement, dated as of January 6, 1999, by and between David Kenny and Bronner Slosberg Humphrey, LLC                                                                                     |  | Incorporated by reference to Exhibit 10.25 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)                                  
|            |  |                                                                                                                                                                                                                        
|10.26       |  | Second Amendment to Employment Agreement, dated as of January 21, 2005, by and between David Kenny and Digitas LLC                                                                                                      |  | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (SEC File No. 000-29723), as filed with the Securities and Exchange Commission on January 24, 2005           
|            |  |                                                                                                                                                                                                                        
|10.27       |  | Employment Agreement, dated as of June 22, 2001, between Digitas LLC and Brian Roberts                                                                                                                                  |  | Incorporated by reference to Exhibit 10.27 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)                                  
|            |  |                                                                                                                                                                                                                        
|10.28       |  | First Amendment to Employment Agreement, dated as of January 21, 2005, between Digitas Inc. and Brian Roberts                                                                                                           |  | Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (SEC File No. 000-29723), as filed with the Securities and Exchange Commission on January 24, 2005           



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|            |  |                                                                                                                                                                                                                                               |  |                                                                                                                                                                                
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Index Title                                                                                                                                                                                                                           |  | Method of Filing                                                                                                                                                               
|10.29       |  | Employment Agreement, dated as of July 20, 2004, between Digitas LLC and Ernest Cloutier                                                                                                                                                      |  | Incorporated by reference to Exhibit 10.29 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)                        
|            |  |                                                                                                                                                                                                                                              
|10.30       |  | Employment Agreement, dated as of April 1, 2002, between Digitas LLC and Anne Drapeau                                                                                                                                                         |  | Incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)                        
|            |  |                                                                                                                                                                                                                                              
|10.31       |  | Employment Agreement, dated as of May 3, 1999, by and between Bronner Slosberg Humphrey, LLC and Laura Wicke Lang                                                                                                                             |  | Incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)                        
|            |  |                                                                                                                                                                                                                                              
|10.32       |  | Amendment to Employment Agreement, dated May 3, 1999, between Laura Lang and Bronner Slosberg Humphrey, LLC                                                                                                                                   |  | Incorporated by reference to Exhibit 10.32 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)                        
|            |  |                                                                                                                                                                                                                                              
|10.33       |  | Second Amendment to Employment Agreement, dated as of January 21, 2005, between Digitas LLC and Laura Lang                                                                                                                                    |  | Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (SEC File No. 000-29723), as filed with the Securities and Exchange Commission on January 24, 2005 
|            |  |                                                                                                                                                                                                                                              
|10.34       |  | Employment Agreement, dated as of January 21, 2005, between Modem Media, Inc. and Martin Reidy                                                                                                                                                |  | Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K (SEC File No. 000-29723), as filed with the Securities and Exchange Commission on January 24, 2005 
|            |  |                                                                                                                                                                                                                                              
|10.35       |  | Advertising Agreement, dated as of January 19, 1999, by and between AT&T Corp. and Bronner Slosberg Humphrey                                                                                                                                  |  | Incorporated by reference to Exhibit 10.29 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
|            |  |                                                                                                                                                                                                                                              
|10.36       |  | General Agreement, dated as of April 12, 1999, by and between AT&T Corp. and Bronner Slosberg Humphrey                                                                                                                                        |  | Incorporated by reference to Exhibit 10.30 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
|            |  |                                                                                                                                                                                                                                              
|10.37       |  | Advertising Agreement, dated as of April 12, 1999, by and between AT&T Corp. and Bronner Slosberg Humphrey (including the Agreement Amendment, dated as of May 12, 1999)                                                                      |  | Incorporated by reference to Exhibit 10.31 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
|            |  |                                                                                                                                                                                                                                              
|10.38       |  | Advertising/Marketing Agreement, dated as of October 11, 1995, by and between AT&T Communications, Inc.-Business Communications Services and Bronner Slosberg Humphrey Inc. (including the
Agreement Amendment dated as of November 27, 1995) |  | Incorporated by reference to Exhibit 10.32 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
|            |  |                                                                                                                                                                                                                                              
|10.39       |  | Direct Marketing Agreement, dated as of July 24, 1997, by and between Cellular Telephone Company (d/b/a AT&T Wireless Services, Northeast Region) and Bronner Slosberg Humphrey
Inc.                                                          |  | Incorporated by reference to Exhibit 10.33 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
|            |  |                                                                                                                                                                                                                                              
|10.40       |  | Letter of Engagement, dated as of July 1, 1999, by and among AT&T Interactive Group, AT&T Corporation, and Strategic Interactive Group                                                                                                        |  | Incorporated by reference to Exhibit 10.34 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
|            |  |                                                                                                                                                                                                                                              
|10.41       |  | Marketing & Advertising Services Agreement, dated as of January 1, 2000, by and between Bronnercom, LLC and General Motors Corporation                                                                                                        |  | Incorporated by reference to Exhibit 10.35 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
|            |  |                                                                                                                                                                                                                                              
|10.42       |  | Agreement 2000 Compensation, dated as of January 5, 2000, by and between General Motors Corporation, Oldsmobile Division and Bronnercom, LLC                                                                                                  |  | Incorporated by reference to Exhibit 10.36 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
|            |  |                                                                                                                                                                                                                                              
|10.43       |  | Advertising/Marketing Promotion Agency Agreement, dated as of October 1, 1997, by and between American Express Travel Related Services Company, Inc. and Bronner Slosberg Humphrey
Inc.                                                       |  | Incorporated by reference to Exhibit 10.37 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
|            |  |                                                                                                                                                                                                                                              
|10.44       |  | Form of Indemnification Agreement                                                                                                                                                                                                             |  | Incorporated by reference to Exhibit 10.38 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
|            |  |                                                                                                                                                                                                                                              
|10.45       |  | Ninth Amendment to Lease, dated as of February 24, 2000, by and between BP Prucenter Acquisition, LLC and Digitas LLC, formerly known as Bronnercom, LLC, formerly known as Bronner Slosberg
Humphrey, LLC                                    |  | Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the Quarter ended March 31, 2000                                                            



6



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|            |  |                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                        
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Index Title                                                                                                                                                                                                                                                                                                                                                               |  | Method of Filing                                                                                                                                       
|10.46       |  | Tenth Amendment to Lease, dated as of April 20, 2000, by and between BP Prucenter Acquisition, LLC and Digitas LLC, formerly known as Bronnercom, LLC, formerly known as Bronner Slosberg
Humphrey, LLC                                                                                                                                                                           |  | Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the Quarter ended June 30, 2000                                     
|            |  |                                                                                                                                                                                                                                                                                                                                                                                  
|10.47       |  | First Amendment to Office Lease, dated as of April 27, 2000, by and between Mosten Management Company, Inc. and Digitas LLC, formerly known as Bronnercom, LLC                                                                                                                                                                                                                    |  | Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the Quarter ended June 30, 2000                                     
|            |  |                                                                                                                                                                                                                                                                                                                                                                                  
|10.48       |  | Copley Place Office Lease, dated as of March 3, 2000, by and between Copley Place Associates, LLC and Digitas LLC                                                                                                                                                                                                                                                                 |  | Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the Quarter ended September 30, 2000                                
|            |  |                                                                                                                                                                                                                                                                                                                                                                                  
|10.49       |  | First Amendment to Copley Place Office Lease, dated as of June 15, 2000, by and between Copley Place Associates, LLC and Digitas LLC                                                                                                                                                                                                                                              |  | Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the Quarter ended September 30, 2000                                
|            |  |                                                                                                                                                                                                                                                                                                                                                                                  
|10.50       |  | Second Amendment to Copley Place Office Lease, dated as of October 6, 2000, by and between Copley Place Associates, LLC and Digitas LLC                                                                                                                                                                                                                                           |  | Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the Quarter ended September 30, 2000                                
|            |  |                                                                                                                                                                                                                                                                                                                                                                                  
|10.51       |  | Revolving Credit Agreement, dated as of July 25, 2000, by and among Digitas LLC (as borrower); The Lenders listed therein (as Lenders); Fleet National Bank (as agent); and Digitas, Inc.,
Vesuvio, Inc., Bronner Slosberg Humphrey Co., and BSH Holding LLC (as guarantors)                                                                                                      |  | Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the Quarter ended September 30, 2000                                
|            |  |                                                                                                                                                                                                                                                                                                                                                                                  
|10.52       |  | Amendment to Digitas LLC Employee Savings Plan effective January 1, 2002                                                                                                                                                                                                                                                                                                          |  | Incorporated by reference to Exhibit 3.1 to the Annual Report of Form 10-K for the year ended December 31, 2001                                        
|            |  |                                                                                                                                                                                                                                                                                                                                                                                  
|10.53       |  | Amendment to Digitas LLC Employee Savings Plan effective May 1, 2001                                                                                                                                                                                                                                                                                                              |  | Incorporated by reference to Exhibit 10.39 to the Annual Report of Form 10-K for the year ended December 31, 2001                                      
|            |  |                                                                                                                                                                                                                                                                                                                                                                                  
|10.54       |  | Second Amendment to Revolving Credit Agreement, dated November 26, 2001, by And among Digitas LLC (as borrower); the Lenders listed therein (as Lenders); Fleet National Bank (as agent); and
Digitas Inc., Vesuvio, Inc., Bronner Slosberg Humphrey Co., and BSH Holding LLC (as guarantors)                                                                                     |  | Incorporated by reference to Exhibit 10.40 to the Annual Report of Form 10-K for the year ended December 31, 2001                                      
|            |  |                                                                                                                                                                                                                                                                                                                                                                                  
|10.55       |  | Third Amendment to Revolving Credit Agreement, dated September 30, 2002, by And among Digitas LLC (as borrower); the Lenders listed therein (as Lenders); Fleet National Bank (as agent); and
Digitas Inc., Bronner Slosberg Humphrey Inc., and BSH Holding LLC (as guarantors)                                                                                                   |  | Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the Quarter ended September 30, 2002                                
|            |  |                                                                                                                                                                                                                                                                                                                                                                                  
|10.56       |  | Fourth Amendment to Revolving Credit Agreement, dated February 24, 2003, by And among Digitas LLC (as borrower); the Lenders listed therein (as Lenders); Fleet National Bank (as agent); and
Digitas Inc., Bronner Slosberg Humphrey Inc., and BSH Holding LLC (as guarantors)                                                                                                   |  | Incorporated by reference to Exhibit 10.42 to the Annual Report of Form 10-K for the year ended December 31, 2002                                      
|            |  |                                                                                                                                                                                                                                                                                                                                                                                  
|10.57       |  | Form of Executive Employment Agreement                                                                                                                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 10.43 to the Annual Report of Form 10-K for the year ended December 31, 2002                                      
|            |  |                                                                                                                                                                                                                                                                                                                                                                                  
|10.58       |  | The Digitas LLC Deferred Compensation Plan, dated as of January 1, 2003                                                                                                                                                                                                                                                                                                           |  | Incorporated by reference to Exhibit 10.45 to the Annual Report of Form 10-K for the year ended December 31, 2002                                      
|            |  |                                                                                                                                                                                                                                                                                                                                                                                  
|10.59       |  | Fifth Amendment to Revolving Credit Agreement, dated as of September 12, 2003, by and among Digitas LLC (the Borrower) and Digitas Inc., Bronner Slosberg Humphrey Inc., and BSH
Holding LLC (as Guarantors) and Fleet National Bank and the other lending institutions listed there in (collectively, the Banks) and Fleet National Bank (the Agent)                       |  | Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the Quarter ended September 30, 2003                                
|            |  |                                                                                                                                                                                                                                                                                                                                                                                  
|10.60       |  | Sixth Amendment to Revolving Credit Agreement, dated as of December 18, 2003, by and among Digitas LLC (the Borrower) and Digitas Inc., Bronner Slosberg Humphrey Inc., BSH Holding
LLC and Digitas Security Corp. (as Guarantors) and Fleet National Bank and the other lending institutions listed there in (collectively, the Banks) and Fleet National Bank (the Agent) |  | Incorporated by reference to Exhibit 10.47 to the Annual Report on Form 10-K for the year ended December 31, 2003 (SEC File No. 000-29723)             
|            |  |                                                                                                                                                                                                                                                                                                                                                                                  
|10.61       |  | First Amendment to Revolving Credit Agreement, dated as of June 29, 2001, by and among Digitas LLC (the Borrower) and Digitas Inc., Vesuvio, Inc., Bronner Slosberg Humphrey Inc., and
BSH Holding LLC (as Guarantors) and Fleet National Bank and the other lending institutions listed there in (collectively, the Banks) and Fleet National Bank (the Agent)             |  | Incorporated by reference to Exhibit 10.61 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)



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|            |  |                                                                         |  |                                                                                                                                                       
|----------- |  | ----------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Index Title                                                     |  | Method of Filing                                                                                                                                      
|14.1        |  | Code of Ethics                                                          |  | Incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K for the year ended December 31, 2003 (SEC File No. 000-29723)             
|            |  |                                                                        
|21.1        |  | Subsidiaries of Digitas Inc.                                            |  | Incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)
|            |  |                                                                        
|23.1        |  | Consent of Independent Registered Public Accounting Firm                |  | Filed herewith                                                                                                                                        
|            |  |                                                                        
|24.1        |  | Powers of Attorney                                                      |  | Incorporated by reference to Exhibit 24.1 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)
|            |  |                                                                        
|31.1        |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  | Filed herewith                                                                                                                                        
|            |  |                                                                        
|31.2        |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  | Filed herewith                                                                                                                                        
|            |  |                                                                        
|32.1        |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  | Incorporated by reference to Exhibit 32.1 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)



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